Overriding Principle. (a) The guarantees and security to be provided in respect of the Notes in accordance with the Agreed Security Principles are only to be given by (or over shares held in) wholly owned Material Subsidiaries which are incorporated in the United Kingdom, the Netherlands, Sweden, Switzerland and Belgium and not any other jurisdiction (each other jurisdiction being an “Excluded Jurisdiction”) and no security or guarantees shall be required to be given by (or over shares, ownership interests or investments in) any person incorporated in an Excluded Jurisdiction. (b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by or in relation to: (i) CCO International Holdings B.V. (the “Parent”) over: (A) its shares in the capital of the Issuer; and (B) any receivable in respect of any intercompany loan entered into between the Parent (as lender) and the Issuer or any Collateral Subsidiary not incorporated in an Excluded Jurisdiction (as borrower) (each such receivable being a “Structural Intercompany Receivable”); (ii) the Issuer over any Structural Intercompany Receivables between the Issuer (as lender) and any Collateral Subsidiaries not incorporated in an Excluded Jurisdiction (as borrower); (iii) the Issuer and any Collateral Subsidiary over its material bank accounts (without control over use unless a Declared Default is continuing); and (iv) any holding company of a Collateral Subsidiary (whether or not such holding company is a Guarantor) over its shares in such Collateral Subsidiary, (the “Overriding Principle”) and that no other security shall be required to be given by any other member of the Group or in relation to any other asset unless specifically otherwise requested or agreed to by the Issuer (in its absolute discretion).
Appears in 1 contract
Overriding Principle. (a) The guarantees and security to be provided in respect of the Notes in accordance with the Agreed Security Principles are only to be given by (or over shares held in) wholly owned Material Subsidiaries which are incorporated in the United Kingdom, the Netherlands, Sweden, Switzerland and Belgium and not any other jurisdiction (each other jurisdiction being an “Excluded Jurisdiction”) and no security or guarantees shall be required to be given by (or over shares, ownership interests or investments in) any person incorporated in an Excluded Jurisdiction.
(b) The parties agree that the overriding intention, subject to paragraph (a) above, intention is for security in respect of the Foreign Guarantors only to be granted by or in relation toover:
(i) CCO International Holdings B.V. (the “Parent”) over:
(A) its shares in the capital of the Issuer; and
(B) any receivable in respect of any intercompany loan entered into between the Parent (as lender) and the Issuer or any Collateral Subsidiary not incorporated in an Excluded Jurisdiction (as borrower) (each such receivable being a “Structural Intercompany Receivable”);
(ii) the Issuer over any Structural Intercompany Receivables between the Issuer (as lender) and any Collateral Subsidiaries not incorporated in an Excluded Jurisdiction (as borrower);
(iii) the Issuer and any Collateral Subsidiary over its material bank accounts (without control over use unless use);
(ii) its tangible movable property;
(iii) its real property;
(iv) structural intra-group receivables owed by such Foreign Guarantor to its direct holding companies provided that such direct holding company is also a Declared Default Loan Party;
(v) intellectual property owned by such Foreign Guarantor;
(vi) its insurance policies;
(vii) trade receivables owed to such Foreign Guarantor;
(viii) the shares owned in such Foreign Guarantor by its direct holding company provided that such direct holding company is continuing)also a Loan Party and shares owned by such Foreign Guarantor in its direct subsidiaries;
(ix) its goodwill and uncalled capital; and
(ivx) any holding company all or substantially all of its assets by way of a qualifying floating charge (or equivalent) from any Foreign Guarantor with a practical equivalent of an English law floating charge except for any Excluded Assets (as defined in the Guarantee and Collateral Subsidiary Agreement) to the extent customarily excluded from the floating charge in the applicable jurisdiction; (whether or not such holding company is a Guarantor) over its shares in such Collateral Subsidiarythis clause (a), (the “Overriding Principle”).
(b) Where security is granted by any Foreign Guarantor (in connection with its joinder to the Loan Documents as a Loan Party) pursuant to, and that no other in accordance with, the Overriding Principle, such security shall will be required deemed to be given consistent with, and equivalent in all respects to, any security granted by any other member Subsidiaries which are not Foreign Guarantors in favour of the Group Secured Parties under the Credit Agreement, and such security will satisfy the requirements of Section 6.11 and Section 6.12 of the Credit Agreement or any substantially similar requirements or concepts in relation to any other asset unless specifically otherwise requested or agreed to by the Issuer (in its absolute discretion)Loan Documents.
Appears in 1 contract
Overriding Principle. (a) The guarantees and security to be provided in respect of the Notes Note Documents by Foreign Subsidiaries in accordance with the these Agreed Security Principles are only to be given by (or over shares held in) wholly owned Material Foreign Subsidiaries which are incorporated in the United KingdomGermany, the NetherlandsBelgium, France, England & Wales, Sweden, Switzerland Spain, Poland, Italy and Belgium and not any other jurisdiction the Netherlands (each other jurisdiction being an a “Excluded Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by (or over shares, ownership interests or investments in) any person Foreign Subsidiaries not incorporated in an Excluded JurisdictionForeign Guarantor Jurisdictions.
(b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by or by, and shall be limited, to a Foreign Note Party which is incorporated in relation to:
a Foreign Guarantor Jurisdiction in respect only over (i) CCO International Holdings B.V. (and in any case only to the “Parent”) over:extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): #96393093v27
(A) its shares in the capital of the Issuer; and
(B) any receivable in respect of any intercompany loan entered into between the Parent (as lender) and the Issuer or any Collateral Subsidiary not incorporated in an Excluded Jurisdiction (as borrower) (each such receivable being a “Structural Intercompany Receivable”);
(ii) the Issuer over any Structural Intercompany Receivables between the Issuer (as lender) and any Collateral Subsidiaries not incorporated in an Excluded Jurisdiction (as borrower);
(iii) the Issuer and any Collateral Subsidiary over its material bank accounts Required Accounts (without control over use unless prior to a Declared Default Default);
(B) its tangible moveable property;
(C) intra-group receivables owed to such Foreign Note Party;
(D) intellectual property owned by such Foreign Note Party;
(E) insurance policies;
(F) account and trade receivables owed to such Foreign Note Party;
(G) the shares and/or quotas owned in such Foreign Note Party by its direct holding company provided that such direct holding company is continuing)also a Note Party and shares owned by such Foreign Note Party in its direct subsidiaries;
(H) fee owned real property having a fair market value in excess of $10,000,000;
(I) in the case of an English Note Party, its goodwill and uncalled capital;
(J) all of its assets by way of a qualifying floating charge (or equivalent) from an English Note Party and any other Foreign Note Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge;
(K) ▇▇▇▇ claims, investments and contractual claims against third parties; and
(ivL) any holding company in the case of a Collateral Subsidiary security provider incorporated in Sweden, corporate mortgage (whether or not such holding company is a GuarantorSw. företagshypotek) over its shares in such Collateral Subsidiary, corporate mortgage registrations (Sw. företagsinteckingar). (the “Overriding Principle”) and that no other security shall be required to be given by any other member of the Group Foreign Note Party or any other person or in relation to any other asset.
(c) Without prejudice to paragraph (b) above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset unless specifically otherwise requested that is an Excluded Asset.
(d) In addition, for the avoidance of doubt, no Foreign Note Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Note Party incorporated in France that the grant of such security interest requires a prior opinion of its works council (comité social et économique) to be delivered (or agreed to deemed delivered), where such opinion has not been delivered (or is not deemed delivered). If it is reasonably determined by the Issuer (Company and the Notes Collateral Agent that the applicable time and cost of obtaining such opinion would be disproportionate to the benefit accruing to the Holders of obtaining such security interest, the Foreign Note Party incorporated in its absolute discretion).France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such relevant asset. #96393093v27
Appears in 1 contract
Sources: First Supplemental Indenture (DIEBOLD NIXDORF, Inc)
Overriding Principle. (a) The guarantees and security to be provided in respect of the Notes Loan Documents in accordance with the these Agreed Security Principles are only to be given by (or over shares held in) wholly owned Material Subsidiaries which are incorporated in the United KingdomEngland and Wales, the Netherlands, Sweden, Switzerland Sweden and Belgium and not any other jurisdiction (each other jurisdiction being an “Excluded Jurisdiction”) and no security or guarantees shall be required to be given by (or over shares, ownership interests or investments in) any person incorporated in an Excluded Jurisdiction.
(b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by or in relation to:
(i) CCO International Holdings B.V. (the “Parent”) Parent over:
(A) its shares in the capital of the IssuerBorrower; and
(B) any receivable in respect of any intercompany loan entered into between the Parent (as lender) and the Issuer Borrower or any Collateral Subsidiary not incorporated in an Excluded Jurisdiction (as borrower) (each such receivable being a “Structural Intercompany Receivable”);
(ii) the Issuer Borrower over any Structural Intercompany Receivables between the Issuer Borrower (as lender) and any Collateral Subsidiaries not incorporated in an Excluded Jurisdiction (as borrower);
(iii) the Issuer Borrower and any Collateral Subsidiary over its material bank accounts (without control over use unless a Declared Default is continuing); and
(iv) any holding company of a Collateral Subsidiary (whether or not such holding company is a Guarantor) over its shares in such Collateral Subsidiary, (the “Overriding Principle”) and that no other security shall be required to be given by any other member of the Group or in relation to any other asset unless specifically otherwise requested or agreed to by the Issuer Borrower (in its absolute discretion).
Appears in 1 contract
Sources: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Overriding Principle. (aq) The guarantees and security to be provided in respect of the Notes Agreement by Foreign Subsidiaries in accordance with the these Agreed Security Principles are only to be given by (or over shares held in) wholly owned Material Foreign Subsidiaries which are incorporated in the United KingdomGermany, the NetherlandsBelgium, France, England & Wales, Sweden, Switzerland Spain, Poland, Italy and Belgium and not any other jurisdiction the Netherlands (each other jurisdiction being an a “Excluded Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by (or over shares, ownership interests or investments in) any person Foreign Subsidiaries not incorporated in an Excluded Jurisdiction.Foreign Guarantor Jurisdictions. #96339085v15
(br) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by or by, and shall be limited, to a Foreign Loan Party which is incorporated in relation to:
a Foreign Guarantor Jurisdiction in respect only over (i) CCO International Holdings B.V. (and in any case only to the “Parent”) over:extent commercially and legally feasible in such Foreign Guarantor Jurisdiction):
(A) its shares in the capital of the Issuer; and
(B) any receivable in respect of any intercompany loan entered into between the Parent (as lender) and the Issuer or any Collateral Subsidiary not incorporated in an Excluded Jurisdiction (as borrower) (each such receivable being a “Structural Intercompany Receivable”);
(ii) the Issuer over any Structural Intercompany Receivables between the Issuer (as lender) and any Collateral Subsidiaries not incorporated in an Excluded Jurisdiction (as borrower);
(iii) the Issuer and any Collateral Subsidiary over its material bank accounts Required Accounts (without control over use unless prior to a Declared Default Default);
(B) its tangible moveable property;
(C) intra-group receivables owed to such Foreign Loan Party;
(D) intellectual property owned by such Foreign Loan Party;
(E) insurance policies;
(F) account and trade receivables owed to such Foreign Loan Party;
(G) the shares and/or quotas owned in such Foreign Loan Party by its direct holding company provided that such direct holding company is continuing)also a Loan Party and shares owned by such Foreign Loan Party in its direct subsidiaries;
(H) fee owned real property having a fair market value in excess of $10,000,000;
(I) in the case of an English Loan Party, its goodwill and uncalled capital;
(J) all of its assets by way of a qualifying floating charge (or equivalent) from an English Loan Party and any other Foreign Loan Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge;
(K) ▇▇▇▇ claims, investments and contractual claims against third parties; and
(ivL) any holding company in the case of a Collateral Subsidiary security provider incorporated in Sweden, corporate mortgage (whether or not such holding company is a GuarantorSw. företagshypotek) over its shares in such Collateral Subsidiarycorporate mortgage registrations (Sw. företagsinteckingar), (the “Overriding Principle”) and that no other security shall be required to be given by any other member of the Group Foreign Loan Party or any other person or in relation to any other asset.
(s) Without prejudice to paragraph (b) above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset unless specifically otherwise requested that is an Excluded Asset.
(t) In addition, for the avoidance of doubt, no Foreign Loan Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Loan Party incorporated in France that the grant of such security interest requires a prior opinion of its works council (comité social et économique) to be delivered (or agreed to deemed delivered), where such opinion has not been delivered (or is not deemed delivered). If it is reasonably determined by the Issuer (Company and the Required Lenders that the applicable time and cost of obtaining such opinion would be disproportionate to the #96339085v15 benefit accruing to the Lenders of obtaining such security interest, the Foreign Loan Party incorporated in its absolute discretion)France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such relevant asset.
Appears in 1 contract
Overriding Principle. (a) The guarantees and security to be provided in respect of the Notes Note Documents by Foreign Subsidiaries in accordance with the these Agreed Security Principles are only to be given by (or over shares held in) wholly owned Material Foreign Subsidiaries which are incorporated in the United KingdomGermany, the NetherlandsBelgium, France, England & Wales, Sweden, Switzerland Spain, Poland, Italy and Belgium and not any other jurisdiction the Netherlands (each other jurisdiction being an a “Excluded Foreign Guarantor Jurisdiction”) and no security or guarantees shall be required to be given by (or over shares, ownership interests or investments in) any person Foreign Subsidiaries not incorporated in an Excluded JurisdictionForeign Guarantor Jurisdictions.
(b) The parties agree that the overriding intention, subject to paragraph (a) above, is for security only to be granted by or by, and shall be limited, to a Foreign Note Party which is incorporated in relation to:
a Foreign Guarantor Jurisdiction in respect only over (i) CCO International Holdings B.V. (and in any case only to the “Parent”) over:extent commercially and legally feasible in such Foreign Guarantor Jurisdiction): #96405991v19
(A) its shares in the capital of the Issuer; and
(B) any receivable in respect of any intercompany loan entered into between the Parent (as lender) and the Issuer or any Collateral Subsidiary not incorporated in an Excluded Jurisdiction (as borrower) (each such receivable being a “Structural Intercompany Receivable”);
(ii) the Issuer over any Structural Intercompany Receivables between the Issuer (as lender) and any Collateral Subsidiaries not incorporated in an Excluded Jurisdiction (as borrower);
(iii) the Issuer and any Collateral Subsidiary over its material bank accounts Required Accounts (without control over use unless prior to a Declared Default Default);
(B) its tangible moveable property;
(C) intra-group receivables owed to such Foreign Note Party;
(D) intellectual property owned by such Foreign Note Party;
(E) insurance policies;
(F) account and trade receivables owed to such Foreign Note Party;
(G) the shares and/or quotas owned in such Foreign Note Party by its direct holding company provided that such direct holding company is continuing)also a Note Party and shares owned by such Foreign Note Party in its direct subsidiaries;
(H) fee owned real property having a fair market value in excess of $10,000,000;
(I) in the case of an English Note Party, its goodwill and uncalled capital;
(J) all of its assets by way of a qualifying floating charge (or equivalent) from an English Note Party and any other Foreign Note Party incorporated in a Foreign Guarantor Jurisdiction with a practical equivalent of an English law floating charge;
(K) ▇▇▇▇ claims, investments and contractual claims against third parties; and
(ivL) any holding company in the case of a Collateral Subsidiary security provider incorporated in Sweden, corporate mortgage (whether or not such holding company is a GuarantorSw. företagshypotek) over its shares in such Collateral Subsidiary, corporate mortgage registrations (Sw. företagsinteckingar). (the “Overriding Principle”) and that no other security shall be required to be given by any other member of the Group Foreign Note Party or any other person or in relation to any other asset.
(c) Without prejudice to paragraph (b) above, no guarantees shall be required to be granted by and no security shall be required to be granted by or in (i) any Subsidiary that is an Excluded Subsidiary or (ii) any asset unless specifically otherwise requested that is an Excluded Asset.
(d) In addition, for the avoidance of doubt, no Foreign Note Party incorporated in France shall be under any obligation pursuant to these Agreed Security Principles to grant security interest on any asset if it is reasonably determined by such Foreign Note Party incorporated in France that the grant of such security interest requires a prior opinion of its works council (comité social et économique) to be delivered (or agreed to deemed delivered), where such opinion has not been delivered (or is not deemed delivered). If it is reasonably determined by the Issuer (Company and the Notes Collateral Agent that the applicable time and cost of obtaining such opinion would be disproportionate to the benefit accruing to the Holders of obtaining such security interest, the Foreign Note Party incorporated in its absolute discretion).France shall not launch the works council’s consultation process and shall not be under any obligation to grant the security interest on such relevant asset. #96405991v19
Appears in 1 contract
Sources: First Supplemental Indenture (DIEBOLD NIXDORF, Inc)