Common use of Covenants of Owner Trust Clause in Contracts

Covenants of Owner Trust. and the Managing Trustee; -------------------------------------------------- Certain Agreements. (a) Subject to Section 2.02, the Owner Trust will duly and ------------------ punctually perform and observe all covenants and conditions to be performed and observed by it pursuant to the terms of any Operative Document. Except as permitted by this Indenture or the terms of any Operative Document, the Owner Trust will take no action and will cooperate with the Indenture Trustee so as to permit no action to be taken by others which will release, or which may be construed as releasing, the Owner Trust or the Charterer from any of its or the Charterer's, as the case may be, obligations or liabilities under any Operative Document, or which may result in the termination, amendment or modification, or impair the validity, of any such Operative Document. (b) If the Owner Trust has Actual Knowledge of any Indenture Event of Default, Indenture Default, any failure on the part of the Charterer to make any payment of Assigned Hire when due or Event of Loss, the Owner Trust will give prompt written notice thereof to the Indenture Trustee, the Charterer and the Owner Participant if such notice shall not already have been given to such party. The notice shall set forth in reasonable detail the circumstances of such default or loss known to the Owner Trust. (c) At any time and from time to time, upon the reasonable request of the Indenture Trustee, the Owner Trust shall promptly and duly execute and deliver any and all such further instruments and documents as the Indenture Trustee may deem necessary or desirable (and as shall be consistent with the intent, purposes and provisions hereof) to perfect the Lien of this Indenture, the Ship Mortgage and the U.K. Security Assignment upon delivery of the Vessel, to perfect or maintain the Lien of this Indenture, to perfect a first priority ship mortgage in the Vessel in favor of the Indenture Trustee upon the termination of the Head Lease or to obtain for the Indenture Trustee the full benefit of the specific rights and powers herein granted, conveyed or assigned, or which the Owner Trust may be or may hereafter be bound to convey or assign to the Indenture Trustee or to facilitate the performance of the terms of this Indenture, or the filing, registering or recording of this Indenture, including, without limitation, the execution and delivery of any financing statement (and any continuation statement with respect to any such financing statement) or any other similar document specified in such instructions as may be necessary or desirable to perfect or maintain the Lien of this Indenture. (d) The Owner Trust does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that, except as provided in or permitted by the other Operative Documents, it will not assign or pledge, so long as this Indenture shall remain in effect and the Lien of this Indenture shall not have been released pursuant to Section 6.03 hereof, any of the Owner Trust's right, title or interest hereby assigned to anyone other than the Indenture Trustee, and that the Owner Trust will not (other than in respect of Excepted Payments), except as provided in or permitted by this Indenture or any other Operative Document, (i) accept any payment from the Charterer, (ii) terminate or consent to the cancellation or surrender of the Charter or accept any prepayment of Assigned Hire, or any portion thereof, under the Charter, (iii) enter into any agreement amending or supplementing any Operative Document, (iv) execute or grant any waiver or modification of, or consent under, the terms of any Operative Document, (v) settle or compromise any claim arising under any Operative Document, or (vi) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any Operative Document to arbitration thereunder. (e) The Owner Trust does hereby ratify and confirm the Charter, and does hereby agree the Owner Trust will not, except as provided in or permitted by this Indenture or the terms of any other Operative Document, take or omit to take any action, the taking or omission of which might result in an alteration or impairment of the Charter or any other Operative Document, or of any of the rights created by the Charter or any Operative Document, or the assignment hereunder or thereunder, as the case may be. (f) The Managing Trustee, in its individual capacity and at its own cost and expense, will promptly take such action as may be necessary to discharge any Owner Trustee's Lien attributable to it on any of its estate, right, title or interest in the Trust Estate so pledged or assigned or intended to be conveyed, pledged or assigned under this Indenture. (g) Until the release of the security interest in the Indenture Estate pursuant to Section 6.03, all payments of Assigned Hire shall be made directly to the Indenture Trustee or in accordance with the Indenture Trustee's instructions, and the Owner Trust shall give all notices as shall be required to be given under each Operative Document to direct that such payments be made to the Indenture Trustee and promptly upon receipt of any such amount, transfer such amount to the Indenture Trustee for distribution pursuant to this Indenture; provided, however, that, if an Indenture Event of Default shall have occurred and is continuing, upon written notice from the Indenture Trustee to the Charterer, all payments due or to become due under the Charter and the other Operative Documents to the Owner Trust (other than Excepted Payments) shall be made directly to the Indenture Trustee or in accordance with the Indenture Trustee's instructions, and the Owner Trust shall (i) give all notices as shall be required to be given under each Operative Document to direct that such payments be made to the Indenture Trustee and (ii) promptly upon receipt of any and all moneys from time to time received by it constituting part of the Indenture Estate, transfer such amount to the Indenture Trustee for distribution pursuant to this Indenture. (h) An executed counterpart of each amendment or supplement to the Trust Agreement shall be delivered within 20 Business Days after the execution thereof to the Indenture Trustee; provided that any amendment or supplement under which a successor trustee is appointed shall be mailed to the Indenture Trustee within 10 days after the execution thereof. The Lien of this Indenture shall not be affected by any amendment or supplement to the Trust Agreement or by any other action taken under or in respect of the Trust Agreement. Without the prior written consent of the Indenture Trustee, the Trust Agreement may not in any event be terminated or revoked by the Owner Participant prior to the termination of this Indenture. In the case of any appointment of a successor to any Owner Trustee pursuant to the Trust Agreement or any merger, conversion, consolidation or transfer of all or substantially all of the corporate trust business of either Owner Trustee pursuant to the Trust Agreement, the applicable successor Owner Trustee shall give prompt notice thereof to the Indenture Trustee.

Appears in 2 contracts

Samples: Trust Indenture, Assignment of Charter and Head Lease and Security Agreement (Mobil Corp), Trust Indenture, Assignment of Charter and Head Lease and Security Agreement (Mobil Corp)

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Covenants of Owner Trust. and the Managing Trustee; -------------------------------------------------- Certain Agreements. (a) Subject to Section 2.02, the Owner Trust will duly and ------------------ punctually perform and observe all covenants and conditions to be performed and observed by it pursuant to the terms of any Operative Document. Except as permitted by this Indenture or the terms of any Operative Document, the Owner Trust will take no action and will cooperate with the Indenture Trustee so as to permit no action to be taken by others which will release, or which may be construed as releasing, the Owner Trust or the Charterer from any of its or the Charterer'sits, as the case may be, obligations or liabilities under any Operative Document, or which may result in the termination, amendment or modification, or impair the validity, of any such Operative Document. (b) If the Owner Trust has Actual Knowledge of any Indenture Event of Default, Indenture Default, any failure on the part of the Charterer to make any payment of Assigned Hire when due or Event of Loss, the Owner Trust will give prompt written notice thereof to the Indenture Trustee, the Charterer and the Owner Participant if such notice shall not already have been given to such party. The notice shall set forth in reasonable detail the circumstances of such default or loss known to the Owner Trust. (c) At any time and from time to time, upon the reasonable request of the Indenture Trustee, the Owner Trust shall promptly and duly execute and deliver any and all such further instruments and documents as the Indenture Trustee may deem necessary or desirable (and as shall be consistent with the intent, purposes and provisions hereof) to perfect the Lien of this Indenture, the Ship Mortgage and the U.K. Security Assignment upon delivery of the Vessel, the U.K. Lessor's Security Assignment and the proceeds of the U.K. Lessor's Mortgage, to perfect or maintain the Lien of this Indenture, to perfect a first priority ship mortgage in the Vessel in favor of the Indenture Trustee upon the termination of the Head Lease or to obtain for the Indenture Trustee the full benefit of the specific rights and powers herein granted, conveyed or assigned, or which the Owner Trust may be or may hereafter be bound to convey or assign to the Indenture Trustee or to facilitate the performance of the terms of this Indenture, or the filing, registering or recording of this Indenture, including, without limitation, the execution and delivery of any financing statement (and any continuation statement with respect to any such financing statement) or any other similar document specified in such instructions as may be necessary or desirable to perfect or maintain the Lien of this Indenture. (di) The Owner Trust does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that, except as provided in or permitted by the other Operative Documents, it will not assign or pledge, so long as this Indenture shall remain in effect and the Lien of this Indenture shall not have been released pursuant to Section 6.03 hereof, any of the Owner Trust's right, title or interest hereby assigned to anyone other than the Indenture Trustee, and that the Owner Trust will not (other than in respect of Excepted Payments), except as provided in or permitted by this Indenture or any other Operative Document, (iA) accept any payment from the Charterer, (iiB) terminate or consent to the cancellation or surrender of the Charter or accept any prepayment of Assigned Hire, or any portion thereof, under the Charter, (iiiC) enter into any agreement amending or supplementing any Operative Document, (ivD) execute or grant any waiver or modification of, or consent under, the terms of any Operative Document, (vE) settle or compromise any claim arising under any Operative Document, or (viF) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any Operative Document to arbitration thereunder. (eii) The Owner Trust does hereby ratify warrant and confirm the Charterrepresent that it has not assigned or pledged, and does hereby agree covenants that, except as provided in or permitted by any Specified U.K. Document or this Indenture, it will not assign or pledge, so long as this Indenture shall remain in effect and the Lien of this Indenture shall not have been released pursuant to Section 6.03 hereof, any of the Owner Trust's right, title or interest under such Specified U.K. Documents hereby assigned to anyone other than the Indenture Trustee, and that the Owner Trust will not, except as provided in or permitted by this Indenture or such Specified U.K. Document or unless any of the following actions is not materially less favorable to the Indenture Trustee, as trustee for the Holders of the Secured Notes, (A) enter into any agreement amending or supplementing any Specified U.K. Document, (B) execute or grant any waiver or modification of, or consent under, the terms of any other Operative Specified U.K. Document, take (C) settle or omit to take compromise any action, the taking or omission of which might result in an alteration or impairment of the Charter or claim arising under any other Operative Specified U.K. Document, or (D) submit or consent to the submission of any of the rights created by the Charter dispute, difference or any Operative Document, or the assignment hereunder or thereunder, as the case may be. (f) The Managing Trustee, in its individual capacity and at its own cost and expense, will promptly take such action as may be necessary to discharge any Owner Trustee's Lien attributable to it on any of its estate, right, title or interest in the Trust Estate so pledged or assigned or intended to be conveyed, pledged or assigned under this Indenture. (g) Until the release of the security interest in the Indenture Estate pursuant to Section 6.03, all payments of Assigned Hire shall be made directly to the Indenture Trustee or in accordance with the Indenture Trustee's instructions, and the Owner Trust shall give all notices as shall be required to be given under each Operative Document to direct that such payments be made to the Indenture Trustee and promptly upon receipt of any such amount, transfer such amount to the Indenture Trustee for distribution pursuant to this Indenture; provided, however, that, if an Indenture Event of Default shall have occurred and is continuing, upon written notice from the Indenture Trustee to the Charterer, all payments due or to become due under the Charter and the other Operative Documents to the Owner Trust (other than Excepted Payments) shall be made directly to the Indenture Trustee or in accordance with the Indenture Trustee's instructions, and the Owner Trust shall (i) give all notices as shall be required to be given under each Operative Document to direct that such payments be made to the Indenture Trustee and (ii) promptly upon receipt of any and all moneys from time to time received by it constituting part of the Indenture Estate, transfer such amount to the Indenture Trustee for distribution pursuant to this Indenture. (h) An executed counterpart of each amendment or supplement to the Trust Agreement shall be delivered within 20 Business Days after the execution thereof to the Indenture Trustee; provided that any amendment or supplement under which a successor trustee is appointed shall be mailed to the Indenture Trustee within 10 days after the execution thereof. The Lien of this Indenture shall not be affected by any amendment or supplement to the Trust Agreement or by any other action taken matter arising under or in respect of any Specified U.K. Document to arbitration thereunder. For purpose of this Indenture "Specified U.K. Documents" means the Trust Agreement. Without the prior written consent of the Indenture TrusteeHead Lease, the Trust Agreement may not in any event be terminated or revoked by the Owner Participant prior to the termination of this Indenture. In the case of any appointment of a successor to any Owner Trustee pursuant to the Trust Agreement or any merger, conversion, consolidation or transfer of all or substantially all of the corporate trust business of either Owner Trustee pursuant to the Trust AgreementU.K. Lessor's Security Assignment, the applicable successor Owner Trustee shall give prompt notice thereof to Bank Guarantee, the Indenture TrusteeU.K. Lessor's Mortgage and the Lessee Support Agreement.

Appears in 2 contracts

Samples: Trust Indenture, Assignment of Charter and Head Lease and Security Agreement (Mobil Corp), Trust Indenture, Assignment of Charter and Head Lease and Security Agreement (Mobil Corp)

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Covenants of Owner Trust. and the Managing Trustee; -------------------------------------------------- Certain Agreements. (a) Subject to Section 2.02, the Owner Trust will duly and ------------------ punctually perform and observe all covenants and conditions to be performed and observed by it pursuant to the terms of any Operative Document. Except as permitted by this Indenture or the terms of any Operative Document, the Owner Trust will take no action and will cooperate with the Indenture Trustee so as to permit no action to be taken by others which will release, or which may be construed as releasing, the Owner Trust or the Charterer from any of its or the Charterer's, as the case may be, obligations or liabilities under any Operative Document, or which may result in the termination, amendment or modification, or impair the validity, of any such Operative Document. (b) If the Owner Trust has Actual Knowledge of any Indenture Event of Default, Indenture Default, any failure on the part of the Charterer to make any payment of Assigned Hire when due or Event of Loss, the Owner Trust will give prompt written notice thereof to the Indenture Trustee, the Charterer and the Owner Participant if such notice shall not already have been given to such party. The notice shall set forth in reasonable detail the circumstances of such default or loss known to the Owner Trust. (c) At any time and from time to time, upon the reasonable request of the Indenture Trustee, the Owner Trust shall promptly and duly execute and deliver any and all such further instruments and documents as the Indenture Trustee may deem necessary or desirable (and as shall be consistent with the intent, purposes and provisions hereof) to perfect the Lien of this Indenture, the Ship Mortgage and the U.K. Security Assignment upon delivery of the Vessel, to perfect or maintain the Lien of this Indenture, to perfect a first priority ship mortgage in the Vessel in favor of the Indenture Trustee upon the termination of the Head Lease or to obtain for the Indenture Trustee the full benefit of the specific rights and powers herein granted, conveyed or assigned, or which the Owner Trust may be or may hereafter be bound to convey or assign to the Indenture Trustee or to facilitate the performance of the terms of this Indenture, or the filing, registering or recording of this Indenture, including, without limitation, the execution and delivery of any financing statement (and any continuation statement with respect to any such financing statement) or any other similar document specified in such instructions as may be necessary or desirable to perfect or maintain the Lien of this Indenture. (d) The Owner Trust does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that, except as provided in or permitted by the other Operative Documents, it will not assign or pledge, so long as this Indenture shall remain in effect and the Lien of this Indenture shall not have been released pursuant to Section 6.03 hereof, any of the Owner Trust's right, title or interest hereby assigned to anyone other than the Indenture Trustee, and that the Owner Trust will not (other than in respect of Excepted Payments), except as provided in or permitted by this Indenture or any other Operative Document, (i) accept any payment from the Charterer, (ii) terminate or consent to the cancellation or surrender of the Charter or accept any prepayment of Assigned Hire, or any portion thereof, under the Charter, (iii) enter into any agreement amending or supplementing any Operative Document, (iv) execute or grant any waiver or modification of, or consent under, the terms of any Operative Document, (v) settle or compromise any claim arising under any Operative Document, or (vi) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any Operative Document to arbitration thereunder. (e) The Owner Trust does hereby ratify and confirm the Charter, and does hereby agree the Owner Trust will not, except as provided in or permitted by this Indenture or the terms of any other Operative Document, take or omit to take any action, the taking or omission of which might result in an alteration or impairment of the Charter or any other Operative Document, or of any of the rights created by the Charter or any Operative Document, or the assignment hereunder or thereunder, as the case may be. (f) The Managing Trustee, in its individual capacity and at its own cost and expense, will promptly take such action as may be necessary to discharge any Owner Trustee's Lien attributable to it on any of its estate, right, title or interest in the Trust Estate so pledged or assigned or intended to be conveyed, pledged or assigned under this Indenture. (g) Until the release of the security interest in the Indenture Estate pursuant to Section 6.03, all payments of Assigned Hire shall be made directly to the Indenture Trustee or in accordance with the Indenture Trustee's instructions, and the Owner Trust shall give all notices as shall be required to be given under each Operative Document to direct that such payments be made to the Indenture Trustee and promptly upon receipt of any such amount, transfer such amount to the Indenture Trustee for distribution pursuant to this Indenture; provided, however, that, if an Indenture Event of Default shall have occurred and is continuing, upon written notice from the Indenture Trustee to the Charterer, all payments due or to become due under the Charter and the other Operative Documents to the Owner Trust (other than Excepted Payments) shall be made directly to the Indenture Trustee or in accordance with the Indenture Trustee's instructions, and the Owner Trust shall (i) give all notices as shall be required to be given under each Operative Document to direct that such payments be made to the Indenture Trustee and (ii) promptly upon receipt of any and all moneys from time to time received by it constituting part of the Indenture Estate, transfer such amount to the Indenture Trustee for distribution pursuant to this Indenture. (h) An executed counterpart of each amendment or supplement to the Trust Agreement shall be delivered within 20 Business Days after the execution thereof to the Indenture Trustee; provided that any amendment or supplement under which a successor trustee is appointed shall be mailed to the Indenture Trustee within 10 days after the execution thereof. The Lien of this Indenture shall not be affected by any amendment or supplement to the Trust Agreement or by any other action taken under or in respect of the Trust Agreement. Without the prior written consent of the Indenture Trustee, the Trust Agreement may not in any event be terminated or revoked by the Owner Participant prior to the termination of this Indenture. In the case of any appointment of a successor to any Owner Trustee pursuant to the Trust Agreement or any merger, conversion, consolidation or transfer of all or substantially all of the corporate trust business of either Owner Trustee pursuant to the Trust Agreement, the applicable successor Owner Trustee shall give prompt notice thereof to the Indenture Trustee.

Appears in 1 contract

Samples: Trust Indenture, Assignment of Charter and Head Lease and Security Agreement (Mobil Corp)

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