Creation and Perfection of Liens. The Borrower shall (and shall cause each of its Subsidiaries to) create and perfect (and cause to be created and perfected) the Liens purported to be created by the Security Documents as valid and enforceable first priority Liens over the Property of the Borrower (and each of its Subsidiaries), subject only to Permitted Liens and the Peruvian Intercreditor Agreement, (x) in the case of Liens created pursuant to the Security Documents other than the Peruvian Security Documents and the Security Documents referenced in Section 4.2(b)(ii) and 4.2(c)(ii) (collectively, the "Debentures"), on the Effective Date and (y) in the case of Liens created pursuant to each Peruvian Security Document and the Debentures, by means of filing with the public offices below on or before the Effective Date or taking such other actions, where applicable, as set forth below in this Section 8.2(g) not later than the date set forth below for such Peruvian Security Document or the Debentures (as applicable): (i) In the case of the Accounts Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration; (ii) In the case of the Conditional Credit Assignment Agreement, by (A) delivering within 14 days following the Effective Date, notarized and apostilled powers of attorney, officer's certificate and good standing certificate for HB (BVI), authorizing the execution of the second amendment to the Conditional Credit Assignment Agreement, in form and content satisfactory to the Peruvian Collateral Agent, (B) registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration and (C) obtaining all required consents from the debtors under said agreement, not later than the date required for each such consent pursuant to the terms of the Conditional Credit Assignment Agreement; (iii) In the case of the Inventory Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration; (iv) In the case of the Irrevocable Power of Attorney, by registering such Security Document with the Registro de Personas Jurídicas of Lima, Peru, not later than the day that is 60 days following the Effective Date; (v) In the case of the Machinery, Equipment and Other Movable Property Pledge Agreement, by registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru (and any other registry where any of the assets pledged is registered in Peru), not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru (or such other registry, as applicable) makes any observation in connection with said registration; (vi) In the case of the Management and Guarantee Trust Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration; (vii) In the case of the Mining Concessions and Other Rights Mortgage Agreement, by registering the tenth amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, and Cusco, Peru in the electronic registry card (xxxxxxx electrónica) of each of the mining concessions pertaining to the Xxxxxxxxxx Mine, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, or Cusco, Peru make any observations or issue any extension (prórroga) in connection with said registration, (b) the Borrower has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower is using its best efforts to cause the registration of the amendment of the Mining Concessions and Other Rights Mortgage Agreement; (viii) In the case of the Framework for Conditional Assignment of Contracts Agreement, by (A) executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date, and (B) providing notice to the counterparties (contrapartes contractuales) to the Borrower of the referred amendment of such Security Document, not later than the day that is ten days following the Effective Date (with copies to the Peruvian Collateral Agent and the Agent); (ix) In the case of the Real Property Mortgage Agreement, by registering the second amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Cusco, Peru and Lima, Peru in the electronic registry card (xxxxxxx electrónica) of each applicable Property, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Cusco, Peru or Lima, Peru make any observations in connection with said registration, (b) the Borrower has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower is using its best efforts to cause the registration of the amendment of the Real Property Mortgage Agreement; (x) In the case of the Conditional Assignment of Permits Agreement, by executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date; and (xi) In the case of the Guarantee Trust Over Shares Agreement, by updating the annotation in the share ledger of the Borrower regarding the transfer in trust of the shares subject to such agreement, updating the corresponding share certificate notations and registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation or issue any extension (prórroga) in connection with said registration.
Appears in 2 contracts
Samples: Amending Agreement (Hudbay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.)
Creation and Perfection of Liens. The Borrower HB Peru SAC shall (and shall cause each of its Subsidiaries to) create and perfect (and cause to be created and perfected) the Liens purported to be created by the Security Documents as valid and enforceable first priority Liens over the Property of the Borrower HB Peru SAC (and each of its Subsidiaries), subject only to Permitted Liens and the Peruvian Intercreditor Agreement, (x) in the case of Liens created pursuant to the Security Documents other than the Peruvian Security Documents and the Security Documents referenced in Section 4.2(b)(ii) and 4.2(c)(ii) (collectively, the "Debentures")Documents, on the Effective Date and (y) in the case of Liens created pursuant to each Peruvian Security Document and the DebenturesDocument, by means of filing with the public offices below on or before the Effective Date or taking such other actions, where applicable, as set forth below in this Section 8.2(g) not later than the date set forth below for such Peruvian Security Document or the Debentures (as applicable):Document:
(i) In the case of the Accounts Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(ii) In the case of the Conditional Credit Assignment Agreement, by (A) delivering within 14 days following the Effective Date, Date notarized and apostilled powers of attorney, officer's certificate and good standing certificate for HB (BVI), authorizing the execution of the second amendment to the Conditional Credit Assignment Agreement, in form and content satisfactory to the Peruvian Collateral Agent, (B) registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration and (C) obtaining all required consents from the debtors under said agreement, not later than the date required for each such consent pursuant to the terms of the Conditional Credit Assignment Agreement;
(iii) In the case of the Inventory Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(iv) In the case of the Irrevocable Power of Attorney, by registering such Security Document with the Registro de Personas Jurídicas of Lima, Peru, not later than the day that is 60 days following the Effective Date;
(v) In the case of the Machinery, Equipment and Other Movable Property Pledge Agreement, by registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru (and any other registry where any of the assets pledged is registered in Peru), not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru (or such other registry, as applicable) makes any observation in connection with said registration;
(vi) In the case of the Management and Guarantee Trust Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(vii) In the case of the Mining Concessions and Other Rights Mortgage Agreement, by registering the tenth amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, and Cusco, Peru in the electronic registry card (xxxxxxx electrónica) of each of the mining concessions pertaining to the Xxxxxxxxxx Mine, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, or Cusco, Peru make any observations or issue any extension (prórroga) in connection with said registration, (b) the Borrower HB Peru SAC has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower HB Peru SAC is using its best efforts to cause the registration of the amendment of the Mining Concessions and Other Rights Mortgage Agreement;
(viii) In the case of the Framework for Conditional Assignment of Contracts Agreement, by (A) executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date, and (B) providing notice to the counterparties (contrapartes contractuales) to the Borrower HB Peru SAC of the referred amendment of such Security Document, not later than the day that is ten days following the Effective Date (with copies to the Peruvian Collateral Agent and the Agent);
(ix) In the case of the Real Property Mortgage Agreement, by registering the second amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Cusco, Peru and Lima, Peru in the electronic registry card (xxxxxxx electrónica) of each applicable Property, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Cusco, Peru or Lima, Peru make any observations in connection with said registration, (b) the Borrower HB Peru SAC has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the BorrowerHB Peru SAC) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower HB Peru SAC is using its best efforts to cause the registration of the amendment of the Real Property Mortgage Agreement;
(x) In the case of the Conditional Assignment of Permits Agreement, by executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date; and
(xi) In the case of the Guarantee Trust Over Shares Agreement, by updating the annotation in the share ledger of the Borrower HB Peru SAC regarding the transfer in trust of the shares subject to such agreement, updating the corresponding share certificate notations and registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation or issue any extension (prórroga) in connection with said registration.
Appears in 2 contracts
Samples: Amending Agreement (Hudbay Minerals Inc.), Credit Facility Agreement (Hudbay Minerals Inc.)
Creation and Perfection of Liens. The Borrower shall (and shall cause each of its Subsidiaries to) create and perfect (and cause to be created and perfected) the Liens purported to be created by the Security Documents as valid and enforceable first priority Liens over the Property of the Borrower (and each of its Subsidiaries), subject only to Permitted Liens Liens, the Peruvian Intercreditor Agreement and the Peruvian CAT Intercreditor Agreement, (x) in the case of Liens created pursuant to the Security Documents other than the Peruvian Security Documents and the Security Documents referenced in Section 4.2(b)(ii) and 4.2(c)(ii) (collectively, the "Debentures")Documents, on the Effective Date and (y) in the case of Liens created pursuant to each Peruvian Security Document and the DebenturesDocument, by means of filing with the public offices below on or before the Effective Date or taking such other actions, where applicable, as set forth below in this Section 8.2(g) not later than the date set forth below for such Peruvian Security Document or the Debentures (as applicable):Document:
(i) In the case of the Accounts Pledge Agreement, by registering the second amendment and restatement of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(ii) In the case of the Conditional Credit Assignment Agreement, by (A) delivering within 14 days following the Effective Date, notarized and apostilled powers of attorney, officer's certificate and good standing certificate for HB (BVI), authorizing the execution of the second amendment to the Conditional Credit Assignment Agreement, in form and content satisfactory to the Peruvian Collateral Agent, (B) registering the second amendment and restatement of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration and (CB) obtaining all required consents from the debtors under said agreement, not later than the date required for each such consent pursuant to the terms of the Conditional Credit Assignment Agreement;
(iii) In the case of the Inventory Pledge Agreement, by registering the second amendment and restatement of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(iv) In the case of the Irrevocable Power of Attorney, by registering such Security Document with the Registro de Personas Jurídicas of Lima, Peru, not later than the day that is 60 days following the Effective Date;
(v) In the case of the Machinery, Equipment and Other Movable Property Pledge Agreement, by registering the third amendment and restatement of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru (and any other registry where any of the assets pledged is registered in Peru), not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru (or such other registry, as applicable) makes any observation in connection with said registration;
(vi) In the case of the Management and Guarantee Trust Agreement, by registering the second amendment and restatement of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(vii) In the case of the Mining Concessions and Other Rights Mortgage Agreement, by registering the tenth amendment and restatement of such Security Document with the relevant Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, and Cusco, Peru in the electronic registry card (xxxxxxx electrónica) of each of the mining concessions pertaining to the Xxxxxxxxxx Mine, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, or Cusco, Peru make any observations or issue any extension (prórroga) in connection with said registration, (b) the Borrower has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower is using its best efforts to cause the registration of the amendment and restatement of the Mining Concessions and Other Rights Mortgage Agreement;
(viii) In the case of the Framework for Conditional Assignment of Contracts Agreement, by (A) executing the public deed (escritura pública) of the second amendment and restatement of such Security Document on the Effective Date, and (B) providing notice to the counterparties (contrapartes contractuales) to the Borrower of the referred amendment and restatement of such Security Document, not later than the day that is ten days following the Effective Date (with copies to the Peruvian Collateral Agent and the Agent);
(ix) In the case of the Real Property Mortgage Agreement, by registering the second amendment and restatement of such Security Document with the relevant Registro de Propiedad Inmueble of Cusco, Peru and Lima, Peru in the electronic registry card (xxxxxxx electrónica) of each applicable Property, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Cusco, Peru or Lima, Peru make any observations in connection with said registration, (b) the Borrower has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower is using its best efforts to cause the registration of the amendment and restatement of the Real Property Mortgage Agreement;
(x) In the case of the Conditional Assignment of Permits Agreement, by executing the public deed (escritura pública) of the second amendment and restatement of such Security Document on the Effective Date; and
(xi) In the case of the Guarantee Trust Over Shares Agreement, by updating the annotation in the share ledger of the Borrower regarding the transfer in trust of the shares subject to such agreement, updating the corresponding share certificate notations and registering the third amendment and restatement of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation or issue any extension (prórroga) in connection with said registration.
Appears in 1 contract
Creation and Perfection of Liens. The Borrower HB Peru SAC shall (and shall cause each of its Subsidiaries to) create and perfect (and cause to be created and perfected) the Liens purported to be created by the Security Documents as valid and enforceable first priority Liens over the Property of the Borrower HB Peru SAC (and each of its Subsidiaries), subject only to Permitted Liens and the Peruvian Intercreditor Agreement, (x) in the case of Liens created pursuant to the Security Documents other than the Peruvian Security Documents and the Security Documents referenced in Section 4.2(b)(ii) and 4.2(c)(ii) (collectively, the "Debentures")Documents, on the Effective Date and (y) in the case of Liens created pursuant to each Peruvian Security Document and the DebenturesDocument, by means of filing with the public offices below on or before the Effective Date or taking such other actions, where applicable, as set forth below in this Section 8.2(g) not later than the date set forth below for such Peruvian Security Document or the Debentures (as applicable):Document:
(i) In the case of the Accounts Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(ii) In the case of the Conditional Credit Assignment Agreement, by (A) delivering within 14 days following the Effective Date, Date notarized and apostilled powers of attorney, officer's certificate and good standing certificate for HB (BVI), authorizing the execution of the second amendment to the Conditional Credit Assignment Agreement, in form and content satisfactory to the Peruvian Collateral Agent, (B) registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration and (C) obtaining all required consents from the debtors under said agreement, not later than the date required for each such consent pursuant to the terms of the Conditional Credit Assignment Agreement;
(iii) In the case of the Inventory Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(iv) In the case of the Irrevocable Power of Attorney, by registering such Security Document with the Registro de Personas Jurídicas of Lima, Peru, not later than the day that is 60 days following the Effective Date;
(v) In the case of the Machinery, Equipment and Other Movable Property Pledge Agreement, by registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru (and any other registry where any of the assets pledged is registered in Peru), not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru (or such other registry, as applicable) makes any observation in connection with said registration;
(vi) In the case of the Management and Guarantee Trust Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(vii) In the case of the Mining Concessions and Other Rights Mortgage Agreement, by registering the tenth amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, and Cusco, Peru in the electronic registry card (xxxxxxx electrónica) of each of the mining concessions pertaining to the Xxxxxxxxxx Mine, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, or Cusco, Peru make any observations or issue any extension (prórroga) in connection with said registration, (b) the Borrower HB Peru SAC has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower HB Peru SAC is using its best efforts to cause the registration of the amendment of the Mining Concessions and Other Rights Mortgage Agreement;
(viii) In the case of the Framework for Conditional Assignment of Contracts Agreement, by (A) executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date, and (B) providing notice to the counterparties (contrapartes contractuales) to the Borrower of the referred amendment of such Security Document, not later than the day that is ten days following the Effective Date (with copies to the Peruvian Collateral Agent and the Agent);
(ix) In the case of the Real Property Mortgage Agreement, by registering the second amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Cusco, Peru and Lima, Peru in the electronic registry card (xxxxxxx electrónica) of each applicable Property, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Cusco, Peru or Lima, Peru make any observations in connection with said registration, (b) the Borrower has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower is using its best efforts to cause the registration of the amendment of the Real Property Mortgage Agreement;
(x) In the case of the Conditional Assignment of Permits Agreement, by executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date; and
(xi) In the case of the Guarantee Trust Over Shares Agreement, by updating the annotation in the share ledger of the Borrower regarding the transfer in trust of the shares subject to such agreement, updating the corresponding share certificate notations and registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation or issue any extension (prórroga) in connection with said registration.
Appears in 1 contract
Creation and Perfection of Liens. The Borrower HB Peru SAC shall (and shall cause each of its Subsidiaries to) create and perfect (and cause to be created and perfected) the Liens purported to be created by the Security Documents as valid and enforceable first priority Liens over the Property of the Borrower HB Peru SAC (and each of its Subsidiaries), subject only to Permitted Liens Liens, the Peruvian Intercreditor Agreement and the Peruvian CAT Intercreditor Agreement, (x) in the case of Liens created pursuant to the Security Documents other than the Peruvian Security Documents and the Security Documents referenced in Section 4.2(b)(ii) and 4.2(c)(ii) (collectively, the "Debentures")Documents, on the Effective Date and (y) in the case of Liens created pursuant to each Peruvian Security Document and the DebenturesDocument, by means of filing with the public offices below on or before the Effective Date or taking such other actions, where applicable, as set forth below in this Section 8.2(g) not later than the date set forth below for such Peruvian Security Document or the Debentures (as applicable):Document:
(i) In the case of the Accounts Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(ii) In the case of the Conditional Credit Assignment Agreement, by (A) delivering within 14 days following the Effective Date, notarized and apostilled powers of attorney, officer's certificate and good standing certificate for HB (BVI), authorizing the execution of the second amendment to the Conditional Credit Assignment Agreement, in form and content satisfactory to the Peruvian Collateral Agent, (B) registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration and (CB) obtaining all required consents from the debtors under said agreement, not later than the date required for each such consent pursuant to the terms of the Conditional Credit Assignment Agreement;
(iii) In the case of the Inventory Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(iv) In the case of the Irrevocable Power of Attorney, by registering such Security Document with the Registro de Personas Jurídicas of Lima, Peru, not later than the day that is 60 days following the Effective Date;
(v) In the case of the Machinery, Equipment and Other Movable Property Pledge Agreement, by registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru (and any other registry where any of the assets pledged is registered in Peru), not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru (or such other registry, as applicable) makes any observation in connection with said registration;
(vi) In the case of the Management and Guarantee Trust Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(vii) In the case of the Mining Concessions and Other Rights Mortgage Agreement, by registering the tenth amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, and Cusco, Peru in the electronic registry card (xxxxxxx electrónica) of each of the mining concessions pertaining to the Xxxxxxxxxx Mine, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, or Cusco, Peru make any observations or issue any extension (prórroga) in connection with said registration, (b) the Borrower HB Peru SAC has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower HB Peru SAC is using its best efforts to cause the registration of the amendment of the Mining Concessions and Other Rights Mortgage Agreement;
(viii) In the case of the Framework for Conditional Assignment of Contracts Agreement, by (A) executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date, and (B) providing notice to the counterparties (contrapartes contractuales) to the Borrower HB Peru SAC of the referred amendment of such Security Document, not later than the day that is ten days following the Effective Date (with copies to the Peruvian Collateral Agent and the Agent);
(ix) In the case of the Real Property Mortgage Agreement, by registering the second amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Cusco, Peru and Lima, Peru in the electronic registry card (xxxxxxx electrónica) of each applicable Property, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Cusco, Peru or Lima, Peru make any observations in connection with said registration, (b) the Borrower HB Peru SAC has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the BorrowerHB Peru SAC) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower HB Peru SAC is using its best efforts to cause the registration of the amendment of the Real Property Mortgage Agreement;
(x) In the case of the Conditional Assignment of Permits Agreement, by executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date; and
(xi) In the case of the Guarantee Trust Over Shares Agreement, by updating the annotation in the share ledger of the Borrower HB Peru SAC regarding the transfer in trust of the shares subject to such agreement, updating the corresponding share certificate notations and registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation or issue any extension (prórroga) in connection with said registration.
Appears in 1 contract
Creation and Perfection of Liens. The Borrower shall (and shall cause each of its Subsidiaries to) create and perfect (and cause to be created and perfected) the Liens purported to be created by the Security Documents as valid and enforceable first priority Liens over the Property of the Borrower (and each of its Subsidiaries), subject only to Permitted Liens and the Peruvian Intercreditor Agreement, (x) in the case of Liens created pursuant to the Security Documents other than the Peruvian Security Documents and the Security Documents referenced in Section 4.2(b)(ii) and 4.2(c)(ii) (collectively, the "Debentures"), on the Effective Date and (y) in the case of Liens created pursuant to each Peruvian Security Document and the Debentures, by means of filing with the public offices below on or before the Effective Date or taking such other actions, where applicable, as set forth below in this Section 8.2(g) not later than the date set forth below for such Peruvian Security Document or the Debentures (as applicable):
(i) In the case of the Accounts Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(ii) In the case of the Conditional Credit Assignment Agreement, by (A) delivering within 14 days following the Effective Date, notarized and apostilled powers of attorney, officer's certificate and good standing certificate for HB (BVI), authorizing the execution of the second amendment to the Conditional Credit Assignment Agreement, in form and content satisfactory to the Peruvian Collateral Agent, (B) registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration and (C) obtaining all required consents from the debtors under said agreement, not later than the date required for each such consent pursuant to the terms of the Conditional Credit Assignment Agreement;
(iii) In the case of the Inventory Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(iv) In the case of the Irrevocable Power of Attorney, by registering such Security Document with the Registro de Personas Jurídicas of Lima, Peru, not later than the day that is 60 days following the Effective Date;
(v) In the case of the Machinery, Equipment and Other Movable Property Pledge Agreement, by registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru (and any other registry where any of the assets pledged is registered in Peru), not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru (or such other registry, as applicable) makes any observation in connection with said registration;
(vi) In the case of the Management and Guarantee Trust Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(vii) In the case of the Mining Concessions and Other Rights Mortgage Agreement, by registering the tenth amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, and Cusco, Peru in the electronic registry card (xxxxxxx electrónica) of each of the mining concessions pertaining to the Xxxxxxxxxx Mine, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, or Cusco, Peru make any observations or issue any extension (prórroga) in connection with said registration, (b) the Borrower has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower is using its best efforts to cause the registration of the amendment of the Mining Concessions and Other Rights Mortgage Agreement;
(viii) In the case of the Framework for Conditional Assignment of Contracts Agreement, by (A) executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date, and (B) providing notice to the counterparties (contrapartes contractuales) to the Borrower of the referred amendment of such Security Document, not later than the day that is ten days following the Effective Date (with copies to the Peruvian Collateral Agent and the Agent);
(ix) In the case of the Real Property Mortgage Agreement, by registering the second amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Cusco, Peru and Lima, Peru in the electronic registry card (xxxxxxx electrónica) of each applicable Property, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Cusco, Peru or Lima, Peru make any observations in connection with said registration, (b) the Borrower has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower is using its best efforts to cause the registration of the amendment of the Real Property Mortgage Agreement;
(x) In the case of the Conditional Assignment of Permits Agreement, by executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date; and
(xi) In the case of the Guarantee Trust Over Shares Agreement, by updating the annotation in the share ledger of the Borrower regarding the transfer in trust of the shares subject to such agreement, updating the corresponding share certificate notations and registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation or issue any extension (prórroga) in connection with said registration.
Appears in 1 contract
Creation and Perfection of Liens. The Borrower shall (and shall cause each of its Subsidiaries to) create and perfect (and cause to be created and perfected) the Liens purported to be created by the Security Documents as valid and enforceable first priority Liens over the Property of the Borrower (and each of its Subsidiaries), subject only to Permitted Liens Liens, the Peruvian Intercreditor Agreement and the Peruvian CAT Intercreditor Agreement, (x) in the case of Liens created pursuant to the Security Documents other than the Peruvian Security Documents and the Security Documents referenced in Section 4.2(b)(ii) and 4.2(c)(ii) (collectively, the "Debentures"), on the Effective Date and (y) in the case of Liens created pursuant to each Peruvian Security Document and the Debentures, by means of filing with the public offices below on or before the Effective Date or taking such other actions, where applicable, as set forth below in this Section 8.2(g) not later than the date set forth below for such Peruvian Security Document or the Debentures (as applicable):
(i) In the case of the Accounts Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(ii) In the case of the Conditional Credit Assignment Agreement, by (A) delivering within 14 days following the Effective Date, notarized and apostilled powers of attorney, officer's certificate and good standing certificate for HB (BVI), authorizing the execution of the second amendment to the Conditional Credit Assignment Agreement, in form and content satisfactory to the Peruvian Collateral Agent, (B) registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration and (CB) obtaining all required consents from the debtors under said agreement, not later than the date required for each such consent pursuant to the terms of the Conditional Credit Assignment Agreement;
(iii) In the case of the Inventory Pledge Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(iv) In the case of the Irrevocable Power of Attorney, by registering such Security Document with the Registro de Personas Jurídicas of Lima, Peru, not later than the day that is 60 days following the Effective Date;
(v) In the case of the Machinery, Equipment and Other Movable Property Pledge Agreement, by registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru (and any other registry where any of the assets pledged is registered in Peru), not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru (or such other registry, as applicable) makes any observation in connection with said registration;
(vi) In the case of the Management and Guarantee Trust Agreement, by registering the second amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation in connection with said registration;
(vii) In the case of the Mining Concessions and Other Rights Mortgage Agreement, by registering the tenth amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, and Cusco, Peru in the electronic registry card (xxxxxxx electrónica) of each of the mining concessions pertaining to the Xxxxxxxxxx Mine, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Lima, Peru, Arequipa, Peru, or Cusco, Peru make any observations or issue any extension (prórroga) in connection with said registration, (b) the Borrower has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower is using its best efforts to cause the registration of the amendment of the Mining Concessions and Other Rights Mortgage Agreement;
(viii) In the case of the Framework for Conditional Assignment of Contracts Agreement, by (A) executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date, and (B) providing notice to the counterparties (contrapartes contractuales) to the Borrower of the referred amendment of such Security Document, not later than the day that is ten days following the Effective Date (with copies to the Peruvian Collateral Agent and the Agent);
(ix) In the case of the Real Property Mortgage Agreement, by registering the second amendment of such Security Document with the relevant Registro de Propiedad Inmueble of Cusco, Peru and Lima, Peru in the electronic registry card (xxxxxxx electrónica) of each applicable Property, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 60 additional days in the event that (a) the relevant registrars of the Registro de Propiedad Inmueble of Cusco, Peru or Lima, Peru make any observations in connection with said registration, (b) the Borrower has filed all documents required to be filed under the Applicable Law (other than powers of attorney issued by the Lenders which are not under the control of the Borrower) with the relevant registrars that made the observations or issue any extension (prórroga) in connection with said registration, and (c) the Borrower is using its best efforts to cause the registration of the amendment of the Real Property Mortgage Agreement;
(x) In the case of the Conditional Assignment of Permits Agreement, by executing the public deed (escritura pública) of the second amendment of such Security Document on the Effective Date; and;
(xi) In the case of the Guarantee Trust Over Shares Agreement, by updating the annotation in the share ledger of the Borrower regarding the transfer in trust of the shares subject to such agreement, updating the corresponding share certificate notations and registering the third amendment of such Security Document with the Registro Mobiliario de Contratos of Lima, Peru, not later than the day that is 60 days following the Effective Date, provided that such time period shall be extended by 30 additional days in the event that the registrar of the Registro Mobiliario de Contratos of Lima, Peru makes any observation or issue any extension (prórroga) in connection with said registration;
(xii) In the case of the Debentures, by (a) registering the applicable Debenture at the Saskatchewan Land Titles Registry and filing the applicable Debenture for registration at the applicable Manitoba Land Titles Offices and the Manitoba Office of the Mining Recorder (as applicable) not later than seven Banking Days following the Effective Date, (b) filing security notices in respect of the Saskatchewan Debenture and/or copies of the Saskatchewan Debenture, as applicable, at the Ministry of Economy and Town of Xxxxxxxxx not later than 10 Banking Days following the Effective Date, (c) filing the Assignments of Lease as Collateral Security in connection with the Saskatchewan Debenture with the Saskatchewan Ministry of Environment within 15 Banking Days following the Effective Date; (d) registering fixture notices in connection with the Saskatchewan Debenture with the Saskatchewan Land Titles Registry in respect of Hudbay's presently owned and leased real property relating to the 777 Mine within seven Banking Days following the Effective Date; (e) filing Assignments for Collateral Purposes in connection with the applicable Debenture in the Manitoba Crown Lands Agency charging Hudbay's leases of Crown lands within seven Banking Days following the Effective Date and , and (f) filing a Personal Property Securities Notice for registration at the applicable Manitoba Land Titles Offices in respect of Hudbay's presently owned and leased real property, not later than seven Banking Days following the Effective Date.
Appears in 1 contract
