Common use of Guarantees; Security Clause in Contracts

Guarantees; Security. (a) Subject to the matters referred to in these Agreed Security Principles, it is further acknowledged that the Administrative Agent or Mexican Collateral Agent, as applicable, shall: (i) receive the benefit of the Guaranty and security interests will be granted over the Collateral to secure the Secured Obligations, in each case subject to the Agreed Security Principles; and (ii) (in the case of those Security Agreements creating pledges or charges over equity interests in a Subsidiary of Holdings) obtain a first priority valid charge or analogous or equivalent encumbrance over all of the shares in issue at any time in that Subsidiary of Holdings which are owned by Holdings or a Subsidiary of Holdings. Subject to local law requirements, (A) such Security Agreements shall be governed by the laws of the jurisdiction in which such Subsidiary of Holdings whose equity interests are being pledged is formed, (B) the share certificate and a stock transfer form executed in blank will be provided to the Administrative Agent or Mexican Collateral Agent, as applicable, the share certificate or shareholders register will be endorsed or written up and the endorsed share certificate or a copy of the written up register provided to the Administrative Agent or Mexican Collateral Agent, as applicable, (C) until an Enforcement Event has occurred, the relevant grantor shall be permitted to retain and to exercise voting rights attaching to any pledged equity interests in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and to receive and retain dividends on those pledged equity interests to security to the extent permitted under the Credit Documentation and (D) the constitutional documents of the Subsidiary of Holdings whose equity interests have been subject to security will be amended to remove any restriction on the transfer or the registration of the transfer of the equity interests on enforcement of the security granted over them. (b) To the extent possible, all security interests shall be given in favor of the Administrative Agent or Mexican Collateral Agent, as applicable, and not the secured parties individually. “Parallel debt” provisions will be used where necessary; such provisions will be contained in the relevant intercreditor agreement or the credit agreement for the Senior Secured Credit Facilities and not the individual Security Agreements unless required under local laws. To the extent possible, there should be no action required to be taken in relation to the Guaranty or Security Agreements when any Lender assigns or transfers any of rights or obligations under the Senior Secured Credit Facilities.

Guarantees; Security. (a) Subject to the matters referred due execution of all relevant security documents, completion of relevant perfection formalities, payment of all registration fees and documentary taxes, any other rights arising by operation of law, obtaining any relevant legal opinions and subject to any qualifications which may be set out in these the Agreement and any relevant legal opinions obtained and subject to and in accordance with the requirements of the Agreed Security Principles, it is further acknowledged that the Administrative Agent or Mexican Collateral Agent, as applicable, shall: (i) receive the benefit of the Guaranty (i) an upstream, cross-stream and downstream guarantee from each Loan Party and (ii) security interests will be granted over the Collateral material assets of each Loan Party to secure all its liabilities under the Secured Obligations, in each case subject to the Agreed Security PrinciplesFacility Documents; and (ii) (in the case of those Security Agreements security documents creating pledges or charges over equity interests shares in a Subsidiary of Holdingsan Loan Party) obtain a first priority valid charge or analogous or equivalent encumbrance security to the extent possible (subject to liens permitted under the Agreement to be prior to such liens) over all of the shares in issue at any time in that Subsidiary of Holdings Loan Party which are owned by Holdings or a Subsidiary of Holdingsanother Loan Party. Subject to local law requirements, (A) such Security Agreements Such security documents shall be governed by the laws of the jurisdiction in which such Subsidiary of Holdings Person whose equity interests shares are being pledged is formed, (B) the share certificate and a stock transfer form executed in blank will be provided to the Administrative Agent or Mexican Collateral Agent, as applicable, the share certificate or shareholders register will be endorsed or written up and the endorsed share certificate or a copy of the written up register provided to the Administrative Agent or Mexican Collateral Agent, as applicable, (C) until an Enforcement Event has occurred, the relevant grantor shall be permitted to retain and to exercise voting rights attaching to any pledged equity interests in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and to receive and retain dividends on those pledged equity interests to security to the extent permitted under the Credit Documentation and (D) the constitutional documents of the Subsidiary of Holdings whose equity interests have been subject to security will be amended to remove any restriction on the transfer or the registration of the transfer of the equity interests on enforcement of the security granted over them. (b) To The guarantees and security to be granted by the extent possible, all security interests Loan Parties shall be given granted upon the relevant Loan Party acceding to the Agreement as a Loan Party and in favor of accordance with the Administrative Agent or Mexican Collateral Agent, as applicable, and not the secured parties individually. “Parallel debt” provisions will be used where necessary; such provisions will be contained timeframes set out in the relevant intercreditor agreement Facility Documents or as otherwise agreed between the credit agreement for Borrower and the Senior Secured Credit Facilities Agent (acting reasonably). (c) No Permitted Joint Venture shall be required to accede as Guarantor or to grant Collateral (provided that a Loan Party shall be obligated to pledge the Stock it owns in a Permitted Joint Venture). A Subsidiary shall not be required to accede as a Guarantor and grant Collateral if it is not within the individual Security Agreements unless required under local laws. To legal capacity of that Subsidiary or if it would conflict with the fiduciary duties of their directors or contravene any applicable legal or regulatory prohibition or result in a risk of personal or criminal liability on the part of any officer or director (other than to the extent possible, there should that replacement of such officer or director with another person would eliminate such risk). (d) Security will be no action required to be taken given: (i) over the shares in relation a Loan Party by another Loan Party and over the shares in a Permitted Joint Venture by a Loan Party; (ii) by the Borrower over: (A) insurance receivables and tax receivables (the latter to the Guaranty or extent such receivables are assignable under Swiss tax law and the relevant representation in the assignment agreement can be given by the relevant Loan Party); (B) Intellectual Property; and (C) bank accounts. in each case in accordance with, and subject to, the requirements of the Agreed Security Agreements when any Lender assigns or transfers any Principles in the relevant jurisdiction of rights or obligations under the Senior Secured Credit FacilitiesBorrower.

Guarantees; Security. (a) Subject to the matters referred due execution of all relevant security documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law, obtaining any relevant foreign legal opinions and subject to any qualifications which may be set out in these any Finance Document and any relevant legal opinions obtained and subject to the requirements of the Agreed Security Principles, it is further acknowledged that the Administrative Security Agent or Mexican Collateral Agent(and, as where applicable, each of the other Secured Parties) shall: (i) receive the benefit of (A) an upstream, cross-stream and downstream guarantee from the Guaranty Issuer and any Guarantor (provided that the Company shall not be required to give an upstream or cross-stream guarantee); (ii) receive the benefit of security interests granted over: (A) all or substantially all assets of the Issuer or any Guarantor provided that such security will only be granted over the Collateral Issuer’s or any Guarantor’s portfolio assets by way of floating charge (or equivalent) in jurisdictions where a floating charge or similar security interest (including, without limitation, a business mortgage under Swedish law with a value to be agreed between the parties acting reasonably and in good faith) is readily available and customarily granted. If a relevant jurisdiction does not recognize a floating charge or similar security interest, then no security shall be granted over such portfolio assets and the parties shall in good faith negotiate and agree the scope of security to be provided by the Issuer or any Guarantor subject always to the other terms of these Agreed Security Principles; (B) the shares held by any Holding Company of the Issuer or any Guarantor or Material Company in the Issuer or any Guarantor or Material Company (as applicable). For the avoidance of doubt, there shall be no requirement to provide security over the shares of the Company notwithstanding that it constitutes a Material Company; (C) the shares of each other subsidiary that is incorporated in the same jurisdiction as a Material Company that is subject to a share pledge and which shares are held by a Holding Company that is otherwise granting a security interest; (D) the shares held by an RS Pledgor in an RS Entity; (E) the Shareholder Loans; and (F) the Intercompany Loans. in each case, from time to time to secure all the Secured Obligationsliabilities of the Issuer or any Guarantor under the Senior Finance Documents, the Notes Documents and the Exchange Notes Documents, in each case subject to the in accordance with these Agreed Security Principles; and (iiiii) (in the case of those Security Agreements security documents creating pledges or charges over equity interests shares in a Subsidiary the Issuer or any Guarantor or Material Company) receive the benefit of Holdings) obtain a first priority valid charge or analogous or equivalent encumbrance security over all of the shares in issue at any time in that Subsidiary of Holdings the Issuer or any Guarantor or Material Company (as applicable) which are owned by Holdings the Issuer or a Subsidiary any Guarantor or Holding Company of Holdings. Subject to local law requirements, the Issuer or any Guarantor or Material Company (A) with such Security Agreements shall be security document being governed by the laws of the jurisdiction in which such Subsidiary of Holdings the Issuer or any Guarantor or Material Company whose equity interests shares are being pledged is formed, (B) the share certificate and a stock transfer form executed in blank will be provided to the Administrative Agent or Mexican Collateral Agent, as applicable, the share certificate or shareholders register will be endorsed or written up and the endorsed share certificate or a copy of the written up register provided to the Administrative Agent or Mexican Collateral Agent, as applicable, (C) until an Enforcement Event has occurred, the relevant grantor shall be permitted to retain and to exercise voting rights attaching to any pledged equity interests in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and to receive and retain dividends on those pledged equity interests to security to the extent permitted under the Credit Documentation and (D) the constitutional documents of the Subsidiary of Holdings whose equity interests have been subject to security will be amended to remove any restriction on the transfer or the registration of the transfer of the equity interests on enforcement of the security granted over them). (b) To The parties shall negotiate the extent possibleform of each Transaction Security Document in good faith in accordance with the terms of these Agreed Security Principles. Notwithstanding anything to the contrary, any guarantee and security arrangements agreed by the parties from time to time (including the identity and category of assets subject or not subject to security) shall, absent any manifest error, be deemed to satisfy all security interests shall be given in favor relevant obligations of the Administrative Agent or Mexican Collateral Agent, as applicable, Group to provide guarantees and not the secured parties individually. “Parallel debt” provisions will be used where necessary; such provisions will be contained in the relevant intercreditor agreement or the credit agreement for the Senior Secured Credit Facilities and not the individual Security Agreements unless required under local laws. To the extent possible, there should be no action required to be taken in relation to the Guaranty or Security Agreements when any Lender assigns or transfers any of rights or obligations under the Senior Secured Credit Facilitiessecurity.

Guarantees; Security. (a) Unless the Borrower Representative otherwise agrees, no guarantees or security shall be granted by an Excluded Subsidiary for so long as it constitutes an Excluded Subsidiary. No security shall be granted over the shares in an Excluded Subsidiary, no Excluded Subsidiary will be required to sign any security document or other Loan Document, in each case for so long as it constitutes an Excluded Subsidiary, and no security shall be granted to the extent that these Agreed Security Principles would require the relevant security document to be governed by the law of incorporation of any Excluded Subsidiary which constitutes an Excluded Subsidiary as a result of its jurisdiction of incorporation. (b) Subject to the matters referred due execution of all relevant security documents, completion of relevant perfection formalities within statutorily prescribed time limits, payment of all registration fees and documentary taxes, any other rights arising by operation of law, obtaining any relevant foreign legal opinions and subject to any qualifications which may be set out in these any Loan Document and any relevant legal opinions obtained and subject to the Agreed Security PrinciplesPrinciples (and the requirements thereof), it is further acknowledged that in the case of guarantees, the Secured Parties and, in the case of security, the Administrative Agent or Mexican Collateral Agent(and, as where applicable, each of the other Secured Parties) shall: (i) receive the benefit of the Guaranty (A) an upstream, cross-stream and downstream guarantee from each Loan Party and (B) security interests will be granted over the Collateral material assets of each Loan Party to secure all liabilities under the Secured Obligations, in each case subject to the Agreed Security PrinciplesLoan Documents; and (ii) (in the case of those Security Agreements security documents creating pledges or charges over equity interests shares in a Subsidiary Loan Party) receive the benefit of Holdings) obtain a first priority valid charge or analogous or equivalent encumbrance over security in (A) all of the shares in issue at any time in that Subsidiary of Holdings Loan Party which are owned by Holdings or a Subsidiary of Holdings. Subject to local law requirements, another Loan Party (A) with such Security Agreements shall be security document being governed by the laws of the jurisdiction in which such Subsidiary of Holdings Loan Party whose equity interests shares are being pledged is formed, ) and (B) all Equity Interests of each first tier subsidiary of UK Holdco (with such security document being governed, subject to paragraph (m) of section 2 above, by English law), in each case in accordance with the share certificate Agreed Security Principles and a stock transfer to the extent not constituting Excluded Assets and not otherwise excluded by the Collateral and Guarantee Principles. (c) The Administrative Agent and the Borrower Representative shall negotiate the form executed of each security document in blank will be provided good faith in accordance with the terms of the Agreed Security Principles. Notwithstanding anything to the contrary, any guarantee and security arrangements agreed by the Administrative Agent or Mexican Collateral Agent, as applicable, the share certificate or shareholders register will be endorsed or written up and the endorsed share certificate Borrower Representative from time to time (including the identity and category of assets subject or a copy not subject to security) shall be deemed to satisfy all relevant obligations of the written up register provided Group Members to the Administrative Agent or Mexican Collateral Agent, as applicable, (C) until an Enforcement Event has occurred, provide guarantees and security in respect of the relevant grantor shall be permitted to retain and to exercise voting rights attaching to any pledged equity interests in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and to receive and retain dividends on those pledged equity interests to security to the extent permitted under the Credit Documentation and (D) the constitutional documents of the Subsidiary of Holdings whose equity interests have been subject to security will be amended to remove any restriction on the transfer or the registration of the transfer of the equity interests on enforcement of the security granted over themfacilities. (b) To the extent possible, all security interests shall be given in favor of the Administrative Agent or Mexican Collateral Agent, as applicable, and not the secured parties individually. “Parallel debt” provisions will be used where necessary; such provisions will be contained in the relevant intercreditor agreement or the credit agreement for the Senior Secured Credit Facilities and not the individual Security Agreements unless required under local laws. To the extent possible, there should be no action required to be taken in relation to the Guaranty or Security Agreements when any Lender assigns or transfers any of rights or obligations under the Senior Secured Credit Facilities.

Guarantees; Security. (a) Subject to the matters referred to in these Agreed Security Principles, it is further acknowledged that the Administrative Agent or Mexican Collateral Agent, as applicable, shall: (i) receive the benefit of the Guaranty and security interests will be granted over the Collateral to secure the Secured Obligations, in each case subject to the Agreed Security Principles; and (ii) (in the case of those Security Agreements creating pledges or charges over equity interests in a Subsidiary of Holdings) obtain a first priority valid charge or analogous or equivalent encumbrance over all of the shares in issue at any time in that Subsidiary of Holdings which are owned by Holdings or a Subsidiary of Holdings. Subject to local law requirements, (A) such Security Agreements shall be governed by the laws of the jurisdiction in which such Subsidiary of Holdings whose equity interests are being pledged is formed, (B) the share certificate and a stock transfer form executed in blank will be provided to the Administrative Agent or Mexican Collateral Agent, as applicable, the share certificate or shareholders register will be endorsed or written up and the endorsed share certificate or a copy of the written up register provided to the Administrative Agent or Mexican Collateral Agent, as applicable, (C) until an Enforcement Event has occurred, the relevant grantor shall be permitted to retain and to exercise voting rights attaching to any pledged equity interests in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and to receive and retain dividends on those pledged equity interests to security to the extent permitted under the Credit Documentation and (D) the constitutional documents of the Subsidiary of Holdings whose equity interests have been subject to security will be amended to remove any restriction on the transfer or the registration of the transfer of the equity interests on enforcement of the security granted over them. (b) To the extent possible, all security interests shall be given in favor of the Administrative Agent or Mexican Collateral Agent, as applicable, and not the secured parties individually. “Parallel debt” provisions will be used where necessary; such provisions will be contained in the relevant intercreditor agreement or the credit agreement for the Senior Secured Credit Facilities and not the individual Security Agreements unless required under local laws. To the extent possible, there should be no action required to be taken in relation to the Guaranty or Security Agreements when any Lender assigns or transfers any of rights or obligations under the Senior Secured Credit Facilities.