Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement. (b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee: (i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or (iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement. (c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 4 contracts
Samples: Indenture (CGG), Indenture (CGG Marine B.V.), Indenture (CGG Marine B.V.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, Sections 4.27(b) and to the provisions governing the release of Collateral as described in Article 11(c), the Company Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, any action which action or omission might or would or could reasonably be expected to have the result of materially impairing the any security interest with respect to over any of the assets comprising the Collateral for the benefit of the Trustee Holders (including the priority thereof), and the HoldersParent will not, unless such action and will not permit any Restricted Subsidiary to, grant to any Person other than the Collateral Agent or failure to take action is otherwise permitted or contemplated by this Indenture or the International Security Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents interest whatsoever in any way that would be adverse to of the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, Collateral; provided the Intercreditor Agreement or any other Security DocumentsCompany and the Guarantors may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.26 4.27 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralCollateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 4.27 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. .
(d) In the event that the Company complies with the requirements of this Section 4.264.27, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 4 contracts
Samples: Indenture (CGG), Indenture (CGG Marine B.V.), Indenture (CGG Marine B.V.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Parent shall not, not and shall not permit any of its Restricted Subsidiaries to, Subsidiary to take or knowingly or negligently omit to take, take any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the HoldersHolders of the Notes (including any Additional Notes), unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or and the Security Documents. The Company Parent shall not, and shall not amendpermit any Restricted Subsidiary to, modify or supplement, or permit or consent grant to any amendment, modification or supplement of, Person other than the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Polish Security Documents to: (i) cure any ambiguityAgent), mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or Trustee and the Holders of the Notes (ivincluding any Additional Notes) make and the other beneficiaries described in the Security Documents, any other change thereto that does not impair any security interest over in any of the assets comprising Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral or otherwise adversely affect permitted by the Holders in any material respectdefinition of Permitted Collateral Liens; providedprovided further, however, thatthat (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, in the case of clauses (ii) Security Documents and any intercreditor agreements, and (iiib) above, no any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless replaced (i) if contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Parent delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to Trustee an Officers’ Certificate confirming that the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification Parent is solvent or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement (an “Amendment”), the Lien or Liens securing (other than in respect of Liens on assets that have been added to the Notes Collateral as a result of such Amendment) created under the any Security Documents as Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid Liens enforceable in accordance with their terms against the grantor of the Liens and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendmentAmendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, extension, renewal, restatement, supplement, modification recapitalization or replacement.
(c) Nothing in this Section 4.26 will restrict similar transactions involving the release shares or replacement other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in compliance accordance with their terms against the provisions set out in Section 11.04grantor of the Liens. In the event that the Company Parent complies with the requirements of this Section 4.264.24, the Trustee and/or and the Collateral Agent and/or the International Security Agent (as including the case may bePolish Security Agent) will shall consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement Amendment without the need for instructions from Holders of the HoldersNotes.
Appears in 4 contracts
Samples: Indenture (CEDC Finance Corp LLC), Indenture (CEDC Finance Corp LLC), Indenture (CEDC Finance Corp LLC)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, take any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest interests with respect to the Collateral for (it being understood that the benefit incurrence of Permitted Collateral Liens in accordance with this Section 4.23, including the Trustee release and the Holdersre-taking of one or more liens in connection therewith, unless such action or failure to take action is otherwise and any actions permitted or contemplated under Section 4.6 and any release of assets authorized by this Indenture or the Security Documents. The Company Indenture, shall not amend, modify or supplement, or permit or consent under no circumstances be deemed to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(bCollateral) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to created by the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make Note holders and the Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other change thereto that does not impair than the Trustee, the Security Agent and the beneficiaries of the Security Documents any security interest over whatsoever in any of the assets comprising the Collateral, except pursuant to any Permitted Collateral or otherwise adversely affect the Holders in any material respectLiens, as permitted by Section 4.6; provided, however, that, in the case of clauses (ii) and (iii) above, no that any Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless if contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Issuer delivers to the Trustee:
, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
, and an Opinion of Counsel (ii) a certificate from the board subject to any necessary qualifications relating to hardening periods and other qualifications customary for this type of directors or chief financial officer Opinion of the relevant obligor (acting in good faithCounsel), in form and substance reasonably satisfactory to the form set forth as an exhibit to this IndentureTrustee, that confirms the solvency of the Person granting such Lien confirming that, after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
replacement (iiifollowed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens created under the Security Document so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens or (2) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as Document so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company Issuer complies with the requirements of this Section 4.264.23, the Trustee and/or the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without and shall direct the need for instructions from the HoldersSecurity Agent to give effect to any such amendment, extension, renewal, restatement, supplement, modification or replacement.
Appears in 3 contracts
Samples: Indenture (Central European Media Enterprises LTD), Indenture (Central European Media Enterprises N.V.), Indenture (CME Media Enterprises B.V.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, clauses (b) and to the provisions governing the release of Collateral as described in Article 11(c) below, the Parent Guarantor and the Company shall will not, and shall the Parent Guarantor will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to over any of the assets comprising the Collateral for (it being understood that the benefit incurrence of Liens on the Collateral permitted by the last paragraph of the Trustee and the Holders, unless such action or failure definition of Permitted Liens shall under no circumstances be deemed to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral in accordance with Collateral), for the Indenture or benefit of the Agent, the Intercreditor AgreementAgent, the Common Security Agent and the Lenders (including the priority thereof).
(b) At Subject to the direction terms and conditions of the Company Intercreditor Agreement, at the request of the Parent Guarantor and without the consent of the Holdersany Finance Party, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time direct the Intercreditor Agent and/or the Common Security Agent (or direct the Intercreditor Agent to direct the Common Security Agent) to (and, acting on such direction the Intercreditor Agent and/or the Common Security Agent may, to the extent authorized and permitted by the Intercreditor Agreement) enter into one or more amendments to the Transaction Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralLiens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders Lenders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the TrusteeAgent, any of:
(i) a solvency opinion, in form satisfactory to the TrusteeAgent, from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a customary certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent Guarantor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion opinion of Counselcounsel, in form satisfactory to the Trustee Agent confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing any of the Notes Facilities Liabilities created under the Transaction Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking.
(c) Nothing in this Section 4.26 11 will restrict the release or replacement of and clause (b) above will not apply to (x) any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26release, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without of any security interests in compliance with provisions of the Finance Documents governing the release of the Transaction Security or (y) any Permitted Land Concession Amendment.
(d) Subject to the terms and conditions of the Intercreditor Agreement, in the event that the Parent Guarantor complies with this Section 11, the Agent and/or the Common Security Agent, as applicable, shall (or, if applicable, shall direct the Intercreditor Agent to) (subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification, replacement or release with no need for instructions from any Finance Party; provided such amendments do not impose any personal obligations on the HoldersAgent and/or the Common Security Agent and/or the Intercreditor Agent or adversely affect the rights, duties, liabilities or immunities of the Agent and/or the Common Security Agent and/or the Intercreditor Agent under the Finance Documents.
Appears in 3 contracts
Samples: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (Melco Crown Entertainment LTD)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, clauses (b) and to the provisions governing the release of Collateral as described in Article 11(c) below, the Parent Guarantor and the Company shall will not, and shall the Parent Guarantor will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to over any of the assets comprising the Collateral for (it being understood that the benefit incurrence of Liens on the Collateral permitted by the last paragraph of the Trustee and the Holders, unless such action or failure definition of Permitted Liens shall under no circumstances be deemed to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral in accordance with Collateral), for the Indenture or benefit of the Trustee, the Security Agent, the Intercreditor AgreementAgent and the holders of Notes (including the priority thereof).
(b) At the direction request of the Company Parent Guarantor and without the consent of the Holdersholders of the Notes, the Trustee and may from time to time (subject to receipt of the Collateral documents described in Section 7.02(b)) direct the Security Agent or and/or the International Security Intercreditor Agent (as applicable) may from time (and acting on such direction the Security Agent and/or the Intercreditor Agent may, to time the extent authorized and permitted by the Intercreditor Agreement), enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralLiens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the Trustee, any of:
(i1) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent Guarantor (acting in good faith), substantially in the form set forth attached hereto as an exhibit Exhibit E to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii3) an Opinion opinion of Counselcounsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the applicable Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking.
(c) Nothing in this Section 4.26 4.21 will restrict the release or replacement of and clause (b) above will not apply to (x) any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26release, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without of any security interests in compliance with the provisions set out in Section 10.06 or (y) any Permitted Land Concession Amendment.
(d) In the event that the Parent Guarantor complies with this Section 4.21, the Trustee and/or the Security Agent and/or the Intercreditor Agent, as applicable, shall (to the extent authorized and permitted under the Intercreditor Agreement and subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification, replacement or release with no need for instructions from the Holders; provided such amendments do not impose any personal obligations on the Trustee and/or the Security Agent and/or the Intercreditor Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement.
Appears in 3 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Crown Entertainment LTD)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee, Security Agent and the holders of the Notes, and the Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or holders of the Notes and the other beneficiaries described in the Security Documents, any Lien over any of the Collateral that is prohibited by Section 4.07; provided that the Issuer and its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 4.07, including Permitted Collateral Liens, and the Collateral may be discharged or released in accordance with this Indenture and the applicable Security Documents. The Company shall not amend, modify or supplement, or permit or consent Subject to any amendment, modification or supplement ofthe foregoing, the Security Documents in any way that would may be adverse amended, extended, renewed, restated or otherwise modified or released to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iviii) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee:
, (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04Lien is not subject. In the event that the Company complies Issuer and its Restricted Subsidiaries comply with the requirements of this Section 4.26Section 4.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.
Appears in 3 contracts
Samples: Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, clauses (b) and to the provisions governing the release of Collateral as described in Article 11(c) below, the Parent Guarantor and the Company shall will not, and shall the Parent Guarantor will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to over any of the assets comprising the Collateral for (it being understood that the benefit incurrence of Liens on the Collateral permitted by the last paragraph of the Trustee and the Holders, unless such action or failure definition of Permitted Liens shall under no circumstances be deemed to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral in accordance with Collateral), for the Indenture or benefit of the Trustee, the Security Agent, the Intercreditor AgreementAgent and the holders of Notes (including the priority thereof).
(b) At the direction request of the Company Parent Guarantor and without the consent of the Holdersholders of the Notes, the Trustee and may from time to time (subject to receipt of the Collateral documents described in Section 7.02(b)) direct the Security Agent or and/or the International Security Intercreditor Agent (as applicable) may from time (and acting on such direction the Security Agent and/or the Intercreditor Agent may, to time the extent authorized and permitted by the Intercreditor Agreement), enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralLiens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the Trustee, any of:
(i1) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent Guarantor (acting in good faith), substantially in the form set forth attached hereto as an exhibit Exhibit F to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii3) an Opinion opinion of Counselcounsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the applicable Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking.
(c) Nothing in this Section 4.26 4.21 will restrict the release or replacement of and clause (b) above will not apply to (x) any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26release, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without of any security interests in compliance with the provisions set out in Section 10.06 or (y) any Permitted Land Concession Amendment.
(d) In the event that the Parent Guarantor complies with this Section 4.21, the Trustee and/or the Security Agent and/or the Intercreditor Agent, as applicable, shall (to the extent authorized and permitted under the Intercreditor Agreement and subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification, replacement or release with no need for instructions from the Holders; provided such amendments do not impose any personal obligations on the Trustee and/or the Security Agent and/or the Intercreditor Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement.
Appears in 3 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Crown Entertainment LTD)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, clauses (b) and to the provisions governing the release of Collateral as described in Article 11(c) below, the Parent Guarantor and the Company shall will not, and shall the Parent Guarantor will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to over any of the assets comprising the Collateral for (it being understood that the benefit incurrence of Liens on the Trustee and Collateral permitted by the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company definition of Permitted Liens shall not amend, modify or supplement, or permit or consent be deemed to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to any Collateral), for the Collateral in accordance with benefit of the Indenture or Trustee, the Security Agent, the Intercreditor AgreementAgent and the holders of Notes (including the priority thereof).
(b) At the direction request of the Company Parent Guarantor and without the consent of the Holdersholders of the Notes, the Trustee and may from time to time (subject to receipt of the Collateral documents described in Section 7.02(b)) direct the Security Agent or and/or the International Security Intercreditor Agent (as applicable) may from time (and acting on such direction the Security Agent and/or the Intercreditor Agent may, to time the extent authorized and permitted by the Intercreditor Agreement), enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralLiens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the Trustee, any of:
(i1) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent Guarantor (acting in good faith), substantially in the form set forth attached hereto as an exhibit Exhibit F to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii3) an Opinion opinion of Counselcounsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the applicable Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking.
(c) Nothing in this Section 4.26 4.23 will restrict the release or replacement of and clause (b) above will not apply to (x) any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26release, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without of any security interests in compliance with the provisions set out in Section 10.06 or (y) any Permitted Land Concession Amendment.
(d) In the event that the Parent Guarantor complies with this Section 4.23, the Trustee and/or the Security Agent and/or the Intercreditor Agent, as applicable, shall (to the extent authorized and permitted under the Intercreditor Agreement and subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification, replacement or release with no need for instructions from holders of the HoldersNotes; provided such amendments do not impose any personal obligations on the Trustee and/or the Security Agent and/or the Intercreditor Agent or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement.
Appears in 2 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and Intercreditor Agreement with respect to the provisions governing Collateral (other than the release of Collateral as described in Article 11Foreign Collateral), neither the Company shall not, and shall not permit nor any of its Restricted Subsidiaries to, will take or knowingly or negligently omit to take, take any action which action would adversely affect or omission would impair in any material respect the Liens in favor of the Collateral Agent with respect to the Collateral. Neither the Company nor any of its Restricted Subsidiaries shall grant to any Person (other than the Collateral Agent), or could reasonably permit any Person (other than the Collateral Agent), to retain any interest whatsoever in the Collateral other than Permitted Liens. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be expected applied to have repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the result of materially impairing Notes, the security interest Intercreditor Agreement with respect to the Collateral for (other than the benefit of the Trustee Foreign Collateral) and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security DocumentsCollateral Agreements. The Company shall, and shall not amendcause each such Restricted Subsidiary to, modify or supplementat their sole cost and expense, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except execute and deliver all such agreements and instruments as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Trustee shall reasonably request to more fully or accurately describe the property intended to be Collateral or the obligations intended to be secured by the Collateral Agreements. The Company shall, and shall cause each such Restricted Subsidiary to, at their sole cost and expense, file any such notice filings or other agreements or instruments as may be reasonably necessary or desirable under applicable law to perfect the Liens created by the Collateral Agreements at such times and at such places as the Collateral Agent (as applicable) or the Trustee may from time to time enter into one or more amendments reasonably request. Notwithstanding anything to the Security Documents to: (i) cure contrary in this covenant, the Company shall not be required to use more than its reasonable best efforts to cause a Lien to be granted on any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to assets acquired after the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over Issue Date by any of its Foreign Restricted Subsidiaries to secure the assets comprising Notes and the Collateral or otherwise adversely affect the Holders Guarantees and in any material respect; providedevent, however, thatthe Company shall have no such obligation and no such Lien shall be granted if the Company determines, in the case good faith exercise of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at lawsole discretion, that such Lien could in any way result (in the year such Lien is obtained or Liens were not otherwise subject would be deemed to immediately prior to such amendmentbe obtained, extension, renewal, restatement, supplement, modification or replacement.
(cin any other year) Nothing in this Section 4.26 will restrict the release or replacement an adverse tax consequence of any Collateral in compliance with the provisions set out in Section 11.04. In the event that kind to the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to or any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holderssuccessor entity.
Appears in 2 contracts
Samples: Indenture (Viskase Companies Inc), Indenture (Viskase Companies Inc)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Parent shall not, not and shall not permit any of its Restricted Subsidiaries to, Subsidiary to take or knowingly or negligently omit to take, take any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the HoldersHolders of the Notes, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or and the Security Documents. The Company Parent shall not, and shall not amendpermit any Restricted Subsidiary to, modify or supplement, or permit or consent grant to any amendment, modification or supplement of, Person other than the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Polish Security Documents to: (i) cure any ambiguityAgent), mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make Trustee and the Holders of the Notes and the other beneficiaries described in the Security Documents, any other change thereto that does not impair any security interest over in any of the assets comprising Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral or otherwise adversely affect permitted by the Holders in any material respectdefinition of Permitted Collateral Liens; provided, further, however, thatthat (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, in the case of clauses (ii) Security Documents and any intercreditor agreements, and (iiib) above, no any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless replaced (i) if contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Parent delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to Trustee an Officers’ Certificate confirming that the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification Parent is solvent or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement (an “Amendment”), the Lien or Liens securing (other than in respect of Liens on assets that have been added to the Notes Collateral as a result of such Amendment) created under the any Security Documents as Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid Liens enforceable in accordance with their terms against the grantor of the Liens and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendmentAmendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, extension, renewal, restatement, supplement, modification recapitalization or replacement.
(c) Nothing in this Section 4.26 will restrict similar transactions involving the release shares or replacement other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in compliance accordance with their terms against the provisions set out in Section 11.04grantor of the Liens. In the event that the Company Parent complies with the requirements of this Section 4.264.24, the Trustee and/or and the Collateral Agent and/or the International Security Agent (as including the case may bePolish Security Agent) will shall consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement Amendment without the need for instructions from Holders of the HoldersNotes.
Appears in 2 contracts
Samples: Indenture (Central European Distribution Corp), Indenture (Latchey LTD)
Impairment of Security Interest. (a) Subject to The Guarantor and the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries Group Member to, take take, or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release holders of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor AgreementNotes.
(b) At the direction of the Company Guarantor and without the consent of the Holdersholders of the Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to or any other agreements in connection with the Security Documents and carry out any other action as may be necessary or adopt any resolutions that may be necessary or convenient to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for ratify, confirm the creation of, or cure any Permitted defect in the constitution of, such Liens on over the Collateral; (iii) provide for Permitted Collateral Liens, (iv) add to the Collateral for Collateral, (v) confirm and evidence the benefit release, termination, discharge or retaking of any of the Holders; Collateral when such release, termination, discharge or retaking is provided for in the Indenture or the Security Documents or the Subordination Agreement or (ivvi) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, respect as determined in good faith by the case Board of clauses Directors of the Guarantor.
(iic) Except as provided in Sections 4.20(a) or (b) above and (iii) abovepursuant to or in connection with any Permitted Reorganization, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Guarantor delivers to the TrusteeSecurity Agent either:
(i) a solvency opinion, in form and substance satisfactory to the TrusteeSecurity Agent, from an independent financial advisor investment banking firm, appraisal firm or accounting firm of international standing confirming the solvency of the Company Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from an opinion of counsel acceptable to the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of CounselSecurity Agent, in form and substance satisfactory to the Trustee Security Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents Documents, as so amended, extended, renewed, restated, supplemented, modified or replaced remain replaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.; or
(ciii) Nothing an Officer's Certificate from the Guarantor (acting in this Section 4.26 will restrict good faith), in the release or replacement form set forth as an exhibit to the Indenture, that confirms the solvency of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent Guarantor and its subsidiaries after giving effect to any transaction related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacement without the need for instructions from the Holdersrelease.
Appears in 2 contracts
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, Sections 4.21(b) and to the provisions governing the release of Collateral as described in Article 11(c) below, the Company shall Issuer will not, and shall will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action action, which action or of omission would or could reasonably be expected to have the result of materially impairing any security interest over any of the assets comprising the Collateral (it being understood that the Incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens will not be deemed to materially impair the security interest with respect to the Collateral any Collateral) for the benefit of the Trustee and Holders (including the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreementpriority thereof).
(b) At the direction of the Company Issuer and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (iA) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (iiB) provide for any Permitted Liens on CollateralCollateral Liens; (iiiC) add to the Collateral for the benefit of the Holders; or (ivD) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, any of:
(i1) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Issuer (acting in good faith), substantially in the form set forth as an exhibit Exhibit F to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii3) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 4.21 will restrict the release or replacement of any Collateral security interests in compliance with the provisions set out in Section 11.04. 10.02 hereof.
(d) In the event that the Company Issuer complies with the requirements of this Section 4.264.21, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders; provided such amendments do not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement.
Appears in 2 contracts
Samples: Indenture (Nord Anglia Education, Inc.), Indenture (Nord Anglia Education, Inc.)
Impairment of Security Interest. (a) Subject to The Parent and the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company Issuers shall not, and the Parent shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, or the confirmation or affirmation of security interests in respect of the Collateral, shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, unless such action or failure and the Parent and the Issuers shall not, and the Issuers shall not permit any Restricted Subsidiary to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplementany Lien over any of the Collateral that is prohibited by Section 4.03, or permit or consent to any amendmentprovided, modification or supplement ofthat the Parent, the Security Documents Issuers and the Restricted Subsidiaries may Incur any Lien over any of the Collateral that is not prohibited by Section 4.03 including Permitted Collateral Liens, and the Collateral may be discharged, transferred or released in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereofcircumstances not prohibited by this Indenture, the Intercreditor Agreement or any other the applicable Security Documents. .
(b) Notwithstanding the foregoingSection 4.15(a), nothing in this Section 4.26 will 4.15 shall restrict the discharge and release of the security interest with respect to the Collateral any Lien in accordance with the Indenture or this Indenture, the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee Agreement and the Collateral Agent or ABL Intercreditor Agreement. Subject to the International Security Agent (as applicable) may from time to time enter into one or more amendments to foregoing, the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that (except where permitted by this Indenture, the Intercreditor Agreement or the ABL Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness Incurred in accordance with this Indenture), no Security Document may be amended, extended, renewed, restated, or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or with any such action in clauses (ii) and (iii) in this Section 4.15(b), the Company delivers Issuers deliver to the Security Agent and the Trustee:
, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming Independent Financial Advisor which confirms the solvency of the Company Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same asset), (2) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith)Person, in form and substance reasonably satisfactory to the form set forth as an exhibit to this IndentureSecurity Agent and the Trustee, that which confirms the solvency of the Person person granting any such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release, or (iii3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.replacement and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies Parent, the Issuers and the Restricted Subsidiaries comply with the requirements of this Section 4.264.15, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as subject to customary protections and indemnifications and each of the case may beTrustee and the Security Agent being indemnified and/or secured to its satisfaction) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement actions without the need for instructions from the Holders.
Appears in 2 contracts
Samples: Indenture (Ferroglobe PLC), Indenture (Ferroglobe PLC)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for (it being understood that (i) the benefit incurrence of Permitted Collateral Liens and (ii) the release or modification of the Trustee Liens on the Collateral in accordance with the terms of this Agreement and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the related Security Documents. The Company , in each case of clauses (i) and (ii), shall not amend, modify or supplement, or permit or consent under no circumstances be deemed to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral) for the benefit of the Administrative Agent and the Lenders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Administrative Agent and the Lenders and the other beneficiaries described in the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 6.2.2; provided that the Company and its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 6.2.2, including Permitted Collateral Liens, and the Collateral may be discharged or released in accordance with this Agreement, the Indenture or applicable Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement.
(b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated or otherwise modified or released to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralCollateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders Lenders in any material respect; provided, however, thatthat (except where permitted by this Agreement, the Intercreditor Agreement or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Agreement) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Lead Borrower delivers to the Trustee:
Security Agent and the Administrative Agent, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the TrusteeSecurity Agent and the Administrative Agent, from an independent financial advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Administrative Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04Lien is not subject. In the event that the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.266.2.9, the Trustee and/or Administrative Agent and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersLenders.
Appears in 2 contracts
Samples: Term Loan Agreement (Carnival PLC), Term Loan Agreement (Carnival PLC)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: :
(i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 2 contracts
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the HoldersHolders of the Notes, unless such action or failure and the Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Trustee, for the benefit of the Trustee and the Holders of the Notes (other than Additional Notes) and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents interest whatsoever in any way that would be adverse to of the Holders in any material respectCollateral, except as permitted under Articles 9 or 11 hereof, in the Intercreditor Agreement or any other Security Documents. Notwithstanding , but subject to Section 4.22(b) the foregoing, nothing in this Section 4.26 will restrict the discharge Issuer and release of the security interest with respect to the its Restricted Subsidiaries may incur Permitted Collateral in accordance with the Indenture or the Intercreditor Agreement.Liens;
(b) At the direction of the Company Issuer and without the consent of the HoldersHolders of the Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) Trustee may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Collateral Liens on Collateral; to the extent permitted under this Indenture, (iii) comply with the terms of the Intercreditor Agreement, (iv) add to the Collateral Collateral, (v) evidence the succession of another Person to the Issuer and the assumption by such successor of the obligations under this Indenture, the Notes and the Security Documents, in each case, in accordance with Section 5.01, (vi) provide for the benefit release of property and assets constituting Collateral from the Lien of the Holders; Security Documents and/or the release of the Guarantee of a Subsidiary Guarantor, in each case, in accordance with (and if permitted by) the terms of this Indenture, (vii) conform the Security Documents to the provisions described in the “Description of the Notes” section of the Offering Memorandum, (viii) to evidence and provide for the acceptance of the appointment of a successor Trustee or Security Trustee or (ivix) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreplaced (otherwise than for reasons specified in clauses (i), (iii) (in connection with any enforcement action) and (iv) through (ix)), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either:
(i) a solvency opinion, in form and substance satisfactory to the Trustee, from an independent financial advisor investment banking firm, appraisal firm or accounting firm of international standing confirming the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;; or
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of CounselCounsel acceptable to the Trustee, in form and substance satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, limitation imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 2 contracts
Samples: Indenture (Invitel Holdings a/S), Indenture (Invitel Holdings a/S)
Impairment of Security Interest. (a) Subject to The Company and the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary Guarantor to, take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for (it being understood that the benefit incurrence of the Trustee and the Holders, unless such action or failure Permitted Collateral Liens shall under no circumstances be deemed to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral) for the benefit of the Secured Parties, and the Company and the Issuer shall not, and shall not permit any Subsidiary Guarantor to, grant to any Person other than the Collateral Agent, for the benefit of the Secured Parties, any Lien over any of the Collateral that is prohibited by Section 4.12; provided that the Issuer and the Subsidiary Guarantors may incur any Lien over any of the Collateral that is not prohibited by Section 4.12, including Permitted Collateral Liens, and the Collateral may be discharged or released in accordance with this Indenture and the Indenture or the Intercreditor Agreementapplicable Security Documents.
(b) At Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents may be amended, extended, renewed, restated or otherwise modified or released to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for to conform the text of the Security Documents to any Permitted Liens on Collateralprovision of the “Description of Secured Notes” section of the Offering Memorandum to the extent that such provision in that “Description of Secured Notes” was intended to be a verbatim recitation of a provision of the Security Documents, which intent may be evidenced by an Officer’s Certificate to that effect; (iii) provide for Permitted Collateral Liens; (iv) add to the Collateral for the benefit of the HoldersCollateral; or (ivv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Collateral Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Collateral Agent (with a copy to the Trustee:
): (i1) a solvency opinion, in form satisfactory to the Trustee, opinion from an independent financial advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release; (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and states that all conditions precedent in this Indenture and the Security Documents relating to any such action have been complied with; or
and (iii3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Secured Notes created under the Security Documents as Document so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken are valid and perfected Liens not otherwise subject and that all conditions precedent in this Indenture and the Security Documents relating to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04action have been complied with. In the event that the Company complies Issuer and the Subsidiary Guarantors comply with the requirements of this Section 4.264.23, the Trustee and/or the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holders; provided that the Collateral Agent shall not be obligated to enter into any such amendment that adversely affects its own rights, duties, liabilities or immunities.
Appears in 2 contracts
Samples: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee, the Security Agent and the Holders, and the Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or Holders and the other beneficiaries described in the Security DocumentsDocuments and any Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 4.07; provided that the Issuer and its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 4.07, including Permitted Collateral Liens, and the Collateral may be discharged or released in accordance with this Indenture, the applicable Security Documents and each Intercreditor Agreement. The Company shall not amend, modify or supplement, or permit or consent Subject to any amendment, modification or supplement ofthe foregoing, the Security Documents in any way that would may be adverse amended, extended, renewed, restated or otherwise modified or released to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; Collateral Liens, (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, that (except where permitted by this Indenture or any Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee:
, (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04Lien is not subject. In the event that the Company complies Issuer and its Restricted Subsidiaries comply with the requirements of this Section 4.26Section 4.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holders.
Appears in 2 contracts
Samples: Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Parent shall not, not and shall not permit any of its Restricted Subsidiaries to, Subsidiary to take or knowingly or negligently omit to take, take any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens (including the release and re-taking of one or more Liens in connection with the incurrence of Permitted Collateral Liens) shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the HoldersHolders of the Notes (including any Additional Notes), unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or and the Security Documents. The Company Parent shall not, and shall not amendpermit any Restricted Subsidiary to, modify or supplement, or permit or consent grant to any amendment, modification or supplement of, Person other than the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Polish Security Documents to: (i) cure any ambiguityAgent), mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or Trustee and the Holders of the Notes (ivincluding any Additional Notes) make and the other beneficiaries described in the Security Documents, any other change thereto that does not impair any security interest over in any of the assets comprising Collateral; provided that the Parent and its Restricted Subsidiaries may incur Liens on the Collateral or otherwise adversely affect permitted by the Holders in any material respectdefinition of Permitted Collateral Liens; provided, further, however, thatthat (a) nothing in this provision shall restrict the release or replacement of any Collateral in compliance with the terms of this Indenture, in the case of clauses (ii) Security Documents and any intercreditor agreements, and (iiib) above, no any Collateral or any Security Document relating to any Collateral may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless replaced (i) if contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Parent delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to Trustee an Officers’ Certificate confirming that the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification Parent is solvent or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement (an “Amendment”), the Lien or Liens securing (other than in respect of Liens on assets that have been added to the Notes Collateral as a result of such Amendment) created under the any Security Documents as Document relating to any Collateral so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid Liens enforceable in accordance with their terms against the grantor of the Liens and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendmentAmendment or (ii) to allow for the conversion of an entity the shares of which constitute Collateral to another form of Person (or to allow for conversion, extension, renewal, restatement, supplement, modification recapitalization or replacement.
(c) Nothing in this Section 4.26 will restrict similar transactions involving the release shares or replacement other Equity Interests of any such entity) if contemporaneously with any such action, the Parent delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such an Amendment, the Lien or Liens created in respect of such Collateral so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens enforceable in compliance accordance with their terms against the provisions set out in Section 11.04grantor of the Liens. In the event that the Company Parent complies with the requirements of this Section 4.264.24, the Trustee and/or and the Collateral Agent and/or the International Security Agent (as including the case may bePolish Security Agent) will shall consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement Amendment without the need for instructions from Holders of the HoldersNotes.
Appears in 2 contracts
Samples: Indenture (Central European Distribution Corp), Indenture (Latchey LTD)
Impairment of Security Interest. (a) Subject to the rights Each of the holders of Permitted LiensIssuer, Holdco and to the provisions governing the release of Collateral as described in Article 11, the Company shall Luxembourg Security Providers will not, and shall the Issuer will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest interests with respect to the Collateral (it being understood, subject to the proviso below, that the incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interests with respect to the Collateral) for the benefit of the Trustee and the Holdersholders of the Notes, unless such action and each of the Issuer, Holdco and the Luxembourg Security Providers will not, and the Issuer will not cause or failure permit any of its Restricted Subsidiaries to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Documents. The Company shall not amendAgent, modify or supplement, or permit or consent to any amendment, modification or supplement of, for the benefit of the Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, and the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoingAdditional Intercreditor Agreement, nothing any interest whatsoever in this Section 4.26 will restrict the discharge and release any of the security interest Collateral, except that the Issuer, Holdco and the Luxembourg Security Providers and the Issuer’s Restricted Subsidiaries may incur Permitted Collateral Liens and the Collateral may be discharged and released in accordance with this Indenture, the Security Documents and the Intercreditor Agreement or any Additional Intercreditor Agreement; provided however, that, except with respect to the Collateral any discharge or release in accordance with this Indenture, the Indenture or applicable Security Documents and/or the Intercreditor Agreement or any Additional Intercreditor Agreement, the incurrence of Permitted Collateral Liens or any action expressly permitted by this Indenture and/or the Intercreditor Agreement or any Additional Intercreditor Agreement, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified, replaced, or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with any such action, the Issuer delivers to the Trustee, either (1) a solvency opinion from an internationally recognized investment bank or accounting firm, in form and substance reasonably satisfactory to the Trustee confirming the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, supplement, modification, replacement or release and retaking or (2) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification, replacement or release and retaking, the Lien or Liens created under the Security Documents so amended, extended, renewed, restated, supplemented, modified or replaced are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, and that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification, replacement or release and retaking.
(b) At the direction of the Company Issuer and without the consent of the Holdersholders of Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) (but subject to compliance with the immediately preceding paragraph above) provide for any Permitted Liens on Collateral; Collateral Liens, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders rights of the holders of the Notes in any material respect; provided.
(c) In the event that the Issuer, howeverHoldco or a Luxembourg Security Provider, thatas applicable, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously complies with such amendment, extension, renewal, restatement, supplement, modification or renewalthis Section 4.18, the Company delivers Trustee and the Security Agent shall (subject to the Trustee:
(icustomary protections and indemnifications) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related consent to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holdersholders of the Notes.
Appears in 1 contract
Samples: Indenture
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for (it being understood that the benefit incurrence of the Trustee and the Holders, unless such action or failure Permitted Collateral Liens shall under no circumstances be deemed to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral in accordance with Collateral) for the Indenture or the Intercreditor Agreement.
(b) At the direction benefit of the Company and without the consent of the HoldersSecurity Agent, the Trustee and the holders of the Notes, and the Parent Guarantor shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of itself, the Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement, any Lien over any of the Collateral Agent that is prohibited by Section 4.07; provided that the Parent Guarantor and its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 4.07, including Permitted Collateral Liens, and the Collateral may be discharged or released in accordance with this Indenture, the International applicable Security Agent (as applicable) may from time Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to time enter into one or more amendments to the foregoing, the Security Documents to: may be amended, extended, renewed, restated or otherwise modified or released to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralCollateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, thatthat (except where permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Parent Guarantor delivers to the Security Agent and the Trustee:
, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Company Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04Lien is not subject. In the event that the Company complies Parent Guarantor and its Restricted Subsidiaries comply with the requirements of this Section 4.264.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.
Appears in 1 contract
Impairment of Security Interest. (a) Subject The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take any action that would have the result of materially impairing the Security Interest with respect to the rights Collateral or the Escrow Collateral (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the Security Interest with respect to the Collateral) for the benefit of the holders of Permitted LiensTrustee, the Security Agent and the Holders, and to the provisions governing the release of Collateral as described in Article 11, the Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take grant to any Person other than the Security Agent or knowingly or negligently omit to takethe ABL Security Agent, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee Trustee, the Security Agent and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or Holders and the other beneficiaries described in the Security Documents. The Company shall not , the Escrow Charge and the Intercreditor Agreement or any Additional Intercreditor Agreement, as the case may be, any interest whatsoever in any of the Collateral or the Escrow Collateral except that (i) the Company, and the Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of Incurring Permitted Collateral Liens, (ii) the Company, and the Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or permit otherwise modify or consent to replace any amendmentSecurity Documents for the purposes of undertaking a Permitted Reorganization, modification or supplement of(iii) the Collateral may be discharged and released in accordance with this Indenture, the applicable Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereofDocuments, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Additional Intercreditor Agreement.
, (biv) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International applicable Security Agent (as applicable) Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakesmistake, omission, defect defect, error or inconsistency therein; therein and (iiv) provide for the Company, and the Restricted Subsidiaries may amend the Security Interests in any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto manner that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, that in the case of clauses (i), (ii) and (iiiv) above, no the Security Document Documents may not be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replaced, unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company delivers to the Trustee:
, either (i1) a solvency opinion, in a form reasonably satisfactory to the Trustee, Trustee from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement;
, (ii2) a certificate from the board Board of directors or chief financial officer Directors of the relevant obligor (acting in good faith)Person, in the form set forth as an exhibit to this Indenture, that which confirms the solvency of the Person granting such Lien Security Interest, after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement; or
, or (iii3) an Opinion of Counsel, in a form reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as Documents, so amended, extended, renewed, restated, supplemented, released, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, release, modification or replacement.
(cb) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company Company, or an applicable Restricted Subsidiary complies with the requirements of this Section 4.264.10, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, release or other modification or replacement requested in accordance with this Section 4.10 without the need for instructions from the Holdersany Holder.
Appears in 1 contract
Samples: Senior Secured Indenture (Ardagh Metal Packaging S.A.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood, subject to the proviso below, that the incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, unless such action or failure and the Issuer shall not permit any Restricted Subsidiary to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Documents. The Company shall not amendAgent, modify or supplement, or permit or consent to any amendment, modification or supplement of, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, and the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoingAdditional Intercreditor Agreement, nothing any interest whatsoever in this Section 4.26 will restrict the discharge and release any of the security interest with respect to Collateral, except that (i) the Issuer and the Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of incurring Permitted Collateral Liens, (ii) the Issuer and the Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of undertaking a Permitted Reorganization or a transaction not prohibited by Section 5.01, (iii) the Collateral may be discharged and released in accordance with this Indenture, the Indenture applicable Security Documents or the Intercreditor Agreement or any Additional Intercreditor Agreement.
, (biv) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International applicable Security Agent (as applicable) Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakesmistake, omission, defect defect, error or inconsistency therein; therein and (iiv) provide for the Issuer and the Restricted Subsidiaries may amend the security interests in any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto manner that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, that in the case of clauses clause (i), (ii) and or (iiiv) above, no the Security Document Documents may not be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replaced, unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Issuer delivers to the Trustee:
, either (ia) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, Trustee from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company Issuer and its Subsidiaries, taken as a wholewhole (as applicable), after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement;
, (iib) a an officer’s certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith)Person, in form and substance reasonably satisfactory to the form set forth as an exhibit to this IndentureTrustee, that which confirms the solvency of the Issuer or the relevant Person granting such Lien security interest, after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement; or
, or (iiic) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as Documents, so amended, extended, renewed, restated, supplemented, released, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, release, modification or replacement.
(cb) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company Issuer complies with the requirements of this Section 4.26covenant, each of the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as subject to each of the case may beTrustee and the Security Agent being indemnified and secured to its satisfaction) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holders.
Appears in 1 contract
Impairment of Security Interest. (a) Subject The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take any action that would have the result of materially impairing the Security Interest with respect to the rights Collateral (it being understood, subject to the proviso below, that the Incurrence of Liens on Collateral shall under no circumstances be deemed to materially impair the holders of Permitted LiensSecurity Interest with respect to the Collateral), and to the provisions governing the release of Collateral as described in Article 11, the Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit grant to takeany Person other than the Security Agent, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or Noteholders and the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, other beneficiaries described in the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, and the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoingAdditional Intercreditor Agreement, nothing any interest whatsoever in this Section 4.26 will restrict the discharge and release any of the security interest with respect to Collateral, except that (1) the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens; (2) the Collateral may be amended, extended, renewed, restated, supplemented, released or otherwise modified or replaced (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) in accordance with this Indenture, the Indenture applicable Security Documents or the Intercreditor Agreement or any Additional Intercreditor Agreement.
(b) At the direction , including in connection with a Permitted Reorganization or Change of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency thereinFlag; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii3) above, no the applicable Security Document may be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replacedreplaced (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) from time to time (i) to cure any ambiguity, mistake, omission, defect, manifest error or inconsistency therein, (ii) to comply with, or in accordance with, the terms of the Intercreditor Agreement or any Additional Intercreditor Agreement, (iii) to add Collateral, (iv) to evidence the succession of another Person as an Issuer or Guarantor (or addition of a Co-issuer of the Notes) and the assumption by such successor (or such co-issuer) of the obligations under this Indenture, the Notes, the Intercreditor Agreement and the Security Documents, in each case, including a Permitted Reorganization or in accordance with Article V, (v) to evidence and provide for the acceptance of the appointment of a successor Trustee or Security Agent or (vi) in any manner that does not adversely affect the Noteholders in any material respect; provided, however, that, except with respect to any discharge or release in accordance with this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement, the Incurrence of Permitted Collateral Liens or any action expressly permitted by this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement (including for the avoidance of doubt, clause (3) above), the Security Documents may not be amended, extended, renewed, restated, supplemented, released or otherwise modified or replaced (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company delivers to the Trustee:
, either (i) a solvency opinion, in form satisfactory to the Trustee, opinion from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company relevant Person and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplementrelease, modification or replacement without the need for instructions from the Holders.(followed by an immediate retaking of a Lien of at least
Appears in 1 contract
Samples: Indenture (Borr Drilling LTD)
Impairment of Security Interest. (a1) Subject to the rights of the holders of Permitted Liens, paragraphs (2) and to the provisions governing the release of Collateral as described in Article 11(3) below, the Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would or could reasonably be expected to have the result of materially impairing the any security interest with respect to over any of the assets comprising the Collateral for the benefit of the Trustee Holders (including the priority thereof), and the HoldersIssuer shall not, unless such action or failure and shall not permit any of its Restricted Subsidiaries to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Trustee, for the benefit of the Holders and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents interest whatsoever in any way of the Collateral; provided that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will provision shall restrict the discharge and release of the security interest with respect to the Issuer from Incurring Permitted Collateral in accordance with the Indenture or the Intercreditor Agreement.Liens;
(b2) At the direction of the Company Issuer and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) Trustee may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralCollateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either:
(i1) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii2) an Opinion opinion of Counselcounsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement, which shall be substantially in the form attached to this Indenture.
(c3) Nothing in this Section 4.26 will 4.17 shall restrict the release or replacement of any Collateral security interests in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26Indenture, the Trustee and/or Security Documents and the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersIntercreditor Agreement.
Appears in 1 contract
Samples: Indenture (InterXion Holding N.V.)
Impairment of Security Interest.
(a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Parent Guarantor shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, any action action, which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being under- stood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, unless such action and the Parent Guarantor shall not, and shall not cause or failure permit any Restricted Subsidiary to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Documents. The Company shall not amendTrustee, modify or supplement, or permit or consent to any amendment, modification or supplement of, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest whatsoever in any way of the Collateral; provided that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing (x) noth- ing in this Section 4.26 will 4.21 shall restrict the discharge and discharge, release or replacement of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holdersthis Indenture, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: and the Intercreditor Agreement and (iy) cure any ambiguity, mistakes, omission, defect or inconsistency thereinthe Parent Guarantor and the Restricted Subsidiaries may incur Permitted Collateral Liens; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; and provided, howeverfurther, that, in the case of clauses (ii) and (iii) above, that no Security Secu- rity Document may be amended, extended, renewed, restated, supplemented or otherwise modified modified, re- placed or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplementsupple- ment, modification modification, replacement or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Parent Guarantor delivers to the Trustee:
Trustee either (i) a solvency opinionopinion from an internationally recognized investment bank or accounting firm, in form and substance reasonably satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company Parent Guarantor and its SubsidiariesSubsidiar- ies, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewalrenew- al, restatement, supplement, modification modification, replacement or replacement;
release and retaking; or (ii) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Person (acting in good faith), in the form set forth as an exhibit to this Indenture, ) that confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacementrelease and retak- ing; or
or (iii) an Opinion opinion of Counselcounsel, in form and substance reasonably satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking, the Lien or Liens securing the Notes created under the Security Documents as so amended, extendedextend- ed, renewed, restated, supplemented, modified modified, replaced or replaced remain released and retaken are valid and perfected Liens not otherwise subject to any limitation, limitation imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retaking.
(b) At the direction of the Parent Guarantor and without the consent of the Holders, the Secu- rity Trustee may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) subject to compliance with paragraph
(a) above, provide for Permitted Collateral Liens; (iii) add to the Collateral; or (iv) make any other change thereto that does not adversely affect the rights of the Holders in any material respect.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company Parent Guarantor complies with the requirements of this Section 4.264.21, the Trustee and/or and the Collateral Agent and/or the International Security Agent Trustee shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement without the release with no need for instructions from the Holders.
Appears in 1 contract
Samples: Indenture
Impairment of Security Interest. (a) Subject to The Parent and the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company Issuer shall not, and the Issuer shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest Security Interest with respect to the Charged Property (it being understood that (i) the Incurrence of Permitted Collateral Liens, or the confirmation or affirmation of security interests in respect of the Charged Property, (ii) the occurrence of or implementation or any step in the Transaction or any Permitted Transaction and (iii) the implementation of an IPO Pushdown shall under no circumstances be deemed to materially impair the Security Interest with respect to the Charged Property) for the benefit of the Trustee and the Holders, unless such action and the Parent and the Issuer shall not, and the Issuer shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Transaction Security Documents and the Intercreditor Agreement or failure to take action any Additional Intercreditor Agreement, any interest in any of the Charged Property that is otherwise permitted prohibited by Section 4.11; provided, that the Parent, the Issuer and its Restricted Subsidiaries may Incur any Lien over any of the Charged Property that is not prohibited by Section 4.11, including Permitted Collateral Liens, and the Charged Property may be discharged, transferred or contemplated released in any circumstances not prohibited by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereofIndenture, the Intercreditor Agreement or any other the Transaction Security Documents. .
(b) Notwithstanding the foregoingSection 12.03(a), nothing in this Section 4.26 will 12.03 shall restrict the discharge and discharge, transfer or release of the security interest with respect to the Collateral any Charged Property or Lien in any circumstance in accordance with the Indenture or this Indenture, the Intercreditor Agreement.
(b) At , any Additional Intercreditor Agreement and/or the direction of Transaction Security Documents. Subject to the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Transaction Security Documents to: may be amended, extended, renewed, restated, supplemented, replaced or otherwise modified or released (i1) to cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii2) provide for any the purposes of Incurring Permitted Liens on CollateralCollateral Liens; (iii3) to add to the Collateral Charged Property; (4) for the benefit purposes of undertaking any Permitted Transaction, a Permitted Tax Restructuring, an IPO Pushdown, the HoldersTransaction and/or a transaction not prohibited by Section 5.01; or (iv5) to make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; or (6) to amend, extend, renew, restate, supplement, replace or otherwise modify or release any Transaction Security Documents followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets; provided, however, that, that in the case of clauses (iiSections 12.03(b)(5) and (iii) above12.03(b)(6), no Transaction Security Document may be amended, extended, renewed, restated, supplemented supplemented, replaced or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, restatement supplement, replacement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee:
, either (i) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, replacement, modification or replacement;
release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (ii) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person person granting any such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, replacement, modification or replacement; or
release (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (iii) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, replacement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Transaction Security Documents as Document, so amended, extended, renewed, restated, supplemented, replaced, modified or replaced remain released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, replacement, modification or replacementrelease and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies Issuer and its Restricted Subsidiaries comply with the requirements of this Section 4.2612.03, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as subject to the case may beprovisions of the Intercreditor Agreement and Article 7 hereof) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement actions without the need for instructions from the Holders.
Appears in 1 contract
Impairment of Security Interest.
(a) Subject to The Parent and the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company Issuer shall not, and the Parent shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, or the confirmation or affirmation of security interests in respect of the Collateral, shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, unless such action or failure and the Parent and the Issuer shall not, and the Issuer shall not permit any Restricted Subsidiary to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplementany Lien over any of the Collateral that is prohibited by Section 4.03, or permit or consent to any amendmentprovided, modification or supplement ofthat the Parent, the Security Documents Issuer and the Restricted Subsidiaries may Incur any Lien over any of the Collateral that is not prohibited by Section 4.03 including Permitted Collateral Liens, and the Collateral may be discharged, transferred or released in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereofcircumstances not prohibited by this Indenture, the Intercreditor Agreement or any other the applicable Security Documents. .
(b) Notwithstanding the foregoingSection 4.15(a), nothing in this Section 4.26 will 4.15 shall restrict the discharge and release of the security interest with respect to the Collateral any Lien in accordance with the Indenture or this Indenture, the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee Agreement and the Collateral Agent or ABL Intercreditor Agreement. Subject to the International Security Agent (as applicable) may from time to time enter into one or more amendments to foregoing, the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that (except where permitted by this Indenture, the Intercreditor Agreement or the ABL Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness Incurred in accordance with this Indenture), no Security Document may be amended, extended, renewed, restated, or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or with any such action in clauses (ii) and (iii) in this Section 4.15(b), the Company Issuer delivers to the Security Agent and the Trustee:
, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming Independent Financial Advisor which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same asset), (2) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith)Person, in form and substance reasonably satisfactory to the form set forth as an exhibit to this IndentureSecurity Agent and the Trustee, that which confirms the solvency of the Person person granting any such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release, or (iii3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.replacement and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies Parent, the Issuer and the Restricted Subsidiaries comply with the requirements of this Section 4.264.15, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as subject to customary protections and indemnifications and each of the case may beTrustee and the Security Agent being indemnified and/or secured to its satisfaction) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement actions without the need for instructions from the Holders.
Appears in 1 contract
Samples: Indenture (Ferroglobe PLC)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and the Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holdersholders of the Notes, unless such action or failure and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Agent, for the benefit of the Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents and the Intercreditor Agreements, any Lien over any of the Collateral that is prohibited by Section 4.07; provided that the Company and its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 4.07, including Permitted Collateral Liens, and the Collateral may be discharged or released in accordance with the Note Documents, including the Intercreditor Agreements. The Company shall not amend, modify or supplement, or permit or consent Subject to any amendment, modification or supplement ofthe foregoing, the Security Documents in any way that would may be adverse amended, extended, renewed, restated or otherwise modified or released to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralCollateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, that (except where permitted by this Indenture or the Intercreditor Agreements or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee:
, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04Lien is not subject. In the event that the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.264.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Impairment of Security Interest. (a) Subject to The Parent Guarantor and the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries Guarantor to, take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit in favor of the Collateral Trustee and (it being understood that the Holders, unless such action or failure incurrence of Permitted Liens shall under no circumstances be deemed to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral). The Parent Guarantor and the Issuer shall not, and shall not permit any Guarantor to, suffer to exist or grant to any Person other than the Collateral Trustee, for the benefit of the secured parties, any Lien over any of the Collateral that is prohibited by Section 4.07, but may suffer to exist or grant, and permit any Guarantor to grant or suffer to exist, Permitted Liens as permitted by such covenant, and may discharge, and permit any Guarantor to discharge, the Collateral may be discharged or released in accordance with Section 11.04 of this Indenture and the Indenture applicable Security Documents. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated or the Intercreditor Agreement.
(b) At the direction of the Company and otherwise modified without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent Holders to (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii1) provide for Permitted Liens; (2) add to the Collateral; or (3) make any other change thereto that does not adversely affect the Holders of the Notes in any material respect; provided, however, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Liens on Collateral; (iii) or to add to the Collateral for the benefit of the Holders; or (ivCollateral Trustee and holders of other Indebtedness incurred in accordance with this Indenture) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Parent Guarantor delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to Collateral Trustee and the Trustee, from : (A) an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer Officer’s Certificate of the relevant obligor (acting Person which states that all conditions precedent in good faith), in this Indenture and the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect Security Documents relating to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacementaction have been complied with; or
and (iiiB) an Opinion of Counsel, in form satisfactory to the Trustee Counsel confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification restatement or replacementother modification, the Lien or Liens securing the Notes created under the Security Documents as Document so amended, extended, renewed, restated, supplemented, restated or modified or replaced remain are valid and perfected Liens not otherwise subject and that all conditions precedent in this Indenture and the Security Documents relating to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04action have been complied with. In the event that the Company complies Issuer and the Guarantors comply with the requirements of this Section 4.26covenant, the Collateral Trustee and, as applicable, the Trustee and/or the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes; provided that neither the Collateral Trustee nor the Trustee shall be obligated to enter into any such amendment that adversely affects its own rights, duties, liabilities or immunities.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Security Agent, the Trustee and the Holders, and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the HoldersHolders and the other beneficiaries described in the Collateral Documents, unless such action any Lien over any of the Collateral that is prohibited by Section 3.6; provided that the Company and its Restricted Subsidiaries may Incur Permitted Liens and the Collateral may be discharged, transferred or failure to take action is otherwise permitted or contemplated by this Indenture or released in accordance with the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereofIndenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or any other Security the applicable Collateral Documents. .
(b) Notwithstanding the foregoingSection 3.25(a), nothing in this Section 4.26 will 3.25 shall restrict the discharge and release of the security interest with respect to the Collateral any Liens in accordance with the Indenture or this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement.
(b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets (or, in the case of a Permitted Redomiciliation, substantively equivalent assets)) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Liens; (iii) add to the Collateral; (iv) undertake a Permitted Redomiciliation; or (v) make any other change thereto that does not adversely affect the Holders in any material respect. Subject to the foregoing, except where contemplated or otherwise permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, no Collateral Document may be amended, extended, renewed, restated or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee:
, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person person granting such Lien Liens after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
, or (iii3) an Opinion opinion of Counselcounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Collateral Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict replacement and to which the release or replacement of any Collateral in compliance with new Indebtedness secured by the provisions set out in Section 11.04Permitted Lien is not subject. In the event that the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.263.25, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holders; provided that the Company or a Restricted Subsidiary may only direct the Trustee and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations or liabilities on the Trustee or Security Agent or, in the opinion of the Trustee or Security Agent, adversely affect their respective rights, duties, liabilities, indemnities or immunities under this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Atento S.A.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the HoldersHolders of the Notes, unless such action or failure and the Issuer will not, and will not permit any of its Restricted Subsidiaries to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Trustee, for the benefit of the Trustee and the Holders of the Notes (other than Additional Notes) and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents interest whatsoever in any way that would be adverse to of the Holders in any material respectCollateral, except as permitted under Articles 9 or 11 hereof, in the Intercreditor Agreement or any other Security Documents. Notwithstanding , but subject to Section 4.22(b) the foregoing, nothing in this Section 4.26 will restrict the discharge Issuer and release of the security interest with respect to the its Restricted Subsidiaries may incur Permitted Collateral in accordance with the Indenture or the Intercreditor Agreement.Liens;
(b) At the direction of the Company Issuer and without the consent of the HoldersHolders of the Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) Trustee may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Liens on Collateral; Collateral Liens, (iii) provide for the incurrence of additional Senior Debt (including Additional Notes) to the extent permitted under this Indenture, (iv) comply with the terms of the Intercreditor Agreement, (v) add to the Collateral Collateral, (vi) evidence the succession of another Person to the Issuer and the assumption by such successor of the obligations under this Indenture, the Notes and the Security Documents, in each case, in accordance with Section 5.01, (vii) provide for the benefit release of property and assets constituting Collateral from the Lien of the Holders; Security Documents and/or the release of the Guarantee of a Subsidiary Guarantor, in each case, in accordance with (and if permitted by) the terms of this Indenture, (viii) conform the Security Documents to the provisions described in the “Description of the Notes” section of the Offering Memorandum, (ix) to evidence and provide for the acceptance of the appointment of a successor Trustee or Security Trustee or (ivx) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreplaced (otherwise than for reasons specified in clauses (i) through ((x)), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either:
(i) a solvency opinion, in form and substance satisfactory to the Trustee, from an independent financial advisor investment banking firm, appraisal firm or accounting firm of international standing confirming the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;; or
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of CounselCounsel acceptable to the Trustee, in form and substance satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, limitation imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral Security for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or and the Security Documents. The Company shall will not, and will not amendpermit any of its Restricted Subsidiaries to, modify or supplement, or permit or consent grant to any amendment, modification or supplement of, Person other than the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Note Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make Trustee and the Holders and the other beneficiaries described in the Note Security Documents, any other change thereto that does not impair any security interest over whatsoever in any of the assets comprising Security, except as permitted in the Collateral Note Security Documents and pursuant to Section 4.9 (Limitation on Liens) hereof. The Company will not, and will not permit any of its Restricted Subsidiaries to amend, extend, renew, restate, supplement or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no modify or replace a Note Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedDocument, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee, either:
(i1) a solvency opinion, in form and substance satisfactory to the Trustee, from an independent investment bank, financial advisor advisor, accounting firm or valuation specialist (in each case, of international standing) confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii2) an Opinion of Counsel, in form and substance satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Note Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Guarantee Agreement (Central European Distribution Corp)
Impairment of Security Interest. (a) Subject to The Parent and the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company Issuer shall not, and the Parent shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, or the confirmation or affirmation of security interests in respect of the Collateral, shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, unless such action or failure and the Parent and the Issuer shall not, and the Issuer shall not permit any Restricted Subsidiary to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Agent, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplementany Lien over any of the Collateral that is prohibited by Section 4.03, or permit or consent to any amendmentprovided, modification or supplement ofthat the Parent, the Security Documents Issuer and the Restricted Subsidiaries may Incur any Lien over any of the Collateral that is not prohibited by Section 4.03 including Permitted Collateral Liens, and the Collateral may be discharged, transferred or released in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereofcircumstances not prohibited by this Indenture, the Intercreditor Agreement or any other the applicable Security Documents. .
(b) Notwithstanding the foregoingSection 4.15(a), nothing in this Section 4.26 will 4.15 shall restrict the discharge and release of the security interest with respect to the Collateral any Lien in accordance with the Indenture or this Indenture, the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee Agreement and the Collateral Agent or ABL Intercreditor Agreement. Subject to the International Security Agent (as applicable) may from time to time enter into one or more amendments to foregoing, the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein; (ii) provide for Permitted Collateral Liens; (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the Holders in any material respect; provided, however, that (except where permitted by this Indenture, the Intercreditor Agreement or the ABL Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness Incurred in accordance with this Indenture), no Security Document may be amended, extended, renewed, restated, or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or with any such action in clauses (ii) and (iii) in this Section 4.15(b), the Company Issuer delivers to the Security Agent and the Trustee:
, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming Independent Financial Advisor which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same asset), (2) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith)Person, in form and substance reasonably satisfactory to the form set forth as an exhibit to this IndentureSecurity Agent and the Trustee, that which confirms the solvency of the Person person granting any such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release, or (iii3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies Parent, the Issuer and the Restricted Subsidiaries comply with the requirements of this Section 4.264.15, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as subject to customary protections and indemnifications and each of the case may beTrustee and the Security Agent being indemnified and/or secured to its satisfaction) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement actions without the need for instructions from the Holders.
Appears in 1 contract
Samples: Indenture (Ferroglobe PLC)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as Company described in Article 11below, the Company Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, any action action, which action or omission might or would or could reasonably be expected to have the result of materially impairing the any security interest with respect to over any of the assets comprising the Collateral for the benefit of the Trustee Holders (including the priority thereof) and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or other beneficiaries described in the Security Documents. The Company , and the Parent shall not, and shall not amendpermit any Restricted Subsidiary to, modify or supplement, or permit or consent grant to any amendment, modification or supplement ofPerson other than the Collateral Agent, the U.S. Collateral Agent or the International Security Documents Agent (as applicable), for the benefit of the Holders and the other beneficiaries described in the Security Documents, any interest whatsoever in any way that would be adverse to of the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, Collateral; provided the Intercreditor Agreement or any other Security DocumentsParent and the Restricted Subsidiaries may incur Permitted Collateral Liens. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with this Indenture, the Indenture Intercreditor Agreement or the any Additional Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent, the U.S. Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralCollateral Liens; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or Trustee, the Collateral Agent, the U.S. Collateral Agent and/or and the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Indenture
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement[Reserved].
(b) At the direction of the Company Issuers and without the consent of the Holders, the Trustee (or its agent or designee) and the Collateral Agent or the International Security Agent (as applicable) may shall from time to time enter into one or more amendments amendments, extensions, renewals, restatements, supplements or other modifications or replacements to or of the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Liens on Collateral; or Liens otherwise permitted under Section 4.12, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified modified, in each case in any material respect, or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers Issuers deliver to the TrusteeTrustee and the Collateral Agent, either:
(i) a solvency opinion, in form and substance satisfactory to the Trustee, from an independent financial advisor Independent Financial Advisor satisfactory to the Trustee confirming the solvency of the Company BP I, BP II and its their respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iiiii) an Opinion of Counsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Senior Secured Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and, to the extent applicable in the jurisdiction and perfected Liens not otherwise subject to any limitationrequired under the Reference Agreement Security Principles, imperfection or new hardening periodperfected, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementLiens.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Reynolds Group Holdings LTD)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee, Security Agent and the holders of the Notes, and the Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or holders of the Notes and the other beneficiaries described in the Security Documents, any Lien over any of the Collateral (other than Permitted Collateral Liens). The Company shall not amend, modify or supplement, or permit or consent Subject to any amendment, modification or supplement ofthe foregoing, the Security Documents in any way that would may be adverse amended, extended, renewed, restated or otherwise modified or released to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iviii) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee:
, (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04Lien is not subject. In the event that the Company complies Issuer and its Restricted Subsidiaries comply with the requirements of this Section 4.26Section 4.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might reasonably or would or could reasonably be expected to (in the good faith determination of the Company), have the result of materially impairing the value of the security interest interests taken as a whole (including the lien priority with respect thereto) with respect to the Collateral for the benefit of the Collateral Agent, the Third Lien Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or holders of the Security Documents. The Company New Third Lien Secured Notes (including materially impairing the lien priority of the New Third Lien Secured Notes with respect thereto) (it being understood that any release described under Section 12.05 and the incurrence of Permitted Liens shall not amend, modify or supplement, or permit or consent be deemed to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of so materially impair the security interest interests with respect to the Collateral in accordance with the Indenture or the Intercreditor AgreementCollateral).
(b) At the direction of the Company and without the consent of the Holders, the Trustee and but subject to compliance with Section 9.06, the Collateral Agent and the Third Lien Trustee (or the International Security Agent (as applicableits agent or designee) may shall from time to time enter into one or more amendments amendments, extensions, renewals, restatements, supplements or other modifications or replacements to or of the Third Lien Security Documents to: , but subject in all cases to the First Lien/Second Lien/Third Lien Intercreditor Agreements:
(i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; therein that does not adversely affect the interests of the Holders of the New Third Lien Secured Notes in any material respect;
(ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the HoldersCollateral; or or
(iviii) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders of the New Third Lien Secured Notes in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Third Lien Indenture (Bed Bath & Beyond Canada L.P.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, Sections 4.21(b) and to the provisions governing the release of Collateral as described in Article 11(c) below, the Company shall Parent Guarantor will not, and shall will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action action, which action or of omission would or could reasonably be expected to have the result of materially impairing any security interest over any of the assets comprising the Collateral (it being understood that the Incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens will not be deemed to materially impair the security interest with respect to the Collateral any Collateral) for the benefit of the Trustee and Holders (including the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreementpriority thereof).
(b) At the direction of the Company Parent Guarantor and without the consent of the Holders, the Trustee and the applicable Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (iA) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (iiB) provide for any Permitted Liens on CollateralCollateral Liens; (iiiC) add to the Collateral for the benefit of the Holders; or (ivD) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Parent Guarantor delivers to the Trustee, any of:
(i1) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent Guarantor (acting in good faith), substantially in the form set forth as an exhibit Exhibit F to this Indenture, that confirms confirming the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii3) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 4.21 will restrict the release or replacement of any Collateral security interests in compliance with the provisions set out in Section 11.04. 10.02 hereof.
(d) In the event that the Company Parent Guarantor complies with the requirements of this Section 4.264.21, the Trustee and/or the applicable Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders; provided such amendments do not impose any personal obligations on the Trustee or adversely affect the rights, duties, liabilities or immunities of the Trustee under this Indenture or the Intercreditor Agreement.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company shall The Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the HoldersHolders of the Notes, unless such action or failure and the Issuer will not, and will not permit any of its Restricted Subsidiaries to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Documents. The Company shall not amendTrustee, modify or supplement, or permit or consent to any amendment, modification or supplement of, for the benefit of the Trustee and the Holders of the Notes and the other beneficiaries described in the Security Documents Document, any interest whatsoever in any way that would be adverse to of the Holders in any material respectCollateral, except as permitted under Articles 9 or 11 hereofin the Security Document; provided, however, that the Intercreditor Agreement Issuer or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release Restricted Subsidiary of the security interest Issuer may incur Permitted Liens with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreementany Collateral.
(b) At the direction of the Company Issuer and without the consent of the HoldersHolders of the Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) Trustee may from time to time enter into one or more amendments to the Security Documents Document to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iviii) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders of the Notes in any material respect; provided, however, that, in that the case of clauses (ii) and (iii) above, no Security Document may not be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreplaced (otherwise than for reasons specified in clauses (i), (ii) and (iii), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either:
(i) a solvency opinion, in form and substance satisfactory to the Trustee, from an independent financial advisor investment banking firm, appraisal firm or accounting firm of international standing confirming the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;; or
(ii) a certificate from an opinion of counsel acceptable to the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of CounselTrustee, in form and substance satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement, which opinion shall be substantially in the form attached to this Indenture.
(c) Nothing in this Section 4.26 The Issuer will restrict ensure that any registration requirements of the release or replacement of any Collateral in compliance with Netherlands Antilles necessary to complete and/or perfect the provisions set out in Section 11.04. security provided under the Security Document will be completed promptly after the execution thereof.
(d) In the event that the Company complies with execution of the requirements of this Section 4.26Security Document results in some subsequent obligations on the parties thereto, the Issuer will take all necessary steps to ensure full and complete compliance with such obligations and indemnify the Security Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent in relation to any such amendmentand all liabilities relating to the Security Document and incurred by the Security Trustee without willful misconduct, extension, renewal, restatement, supplement, modification gross negligence or replacement without the need for instructions from the Holdersbad faith on its part.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11Section 4.17(b), the Company Issuer and Holdings I shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might reasonably or would or could reasonably be expected to (in the good faith determination of the Issuer), have the result of materially impairing the security interest Security Interest with respect to the Collateral for the benefit of the Trustee and the Holders, unless such action or failure holders of the Securities (including materially impairing the priority thereof) (it being understood that any release under Section 12.06 and the incurrence of Permitted Collateral Liens shall not be deemed to take action is otherwise permitted or contemplated by this Indenture or so materially impair the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest Interest with respect to the Collateral), and the Issuer and Holdings I shall not, and shall not permit any Restricted Subsidiaries to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders of the Securities and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral, provided the Issuer and Holdings may Incur Permitted Collateral in accordance with the Indenture or the Intercreditor AgreementLiens.
(b) At the direction of the Company Issuer and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may shall from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Liens on Collateral; Collateral Liens, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either:
(i) a solvency opinion, in form and substance satisfactory to the Trustee, from an independent financial advisor Independent Financial Advisor satisfactory to the Trustee confirming the solvency of the Company Issuer, Holdings I and its their respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iiiii) an Opinion of Counsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes Securities created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at lawLiens, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall not, and shall not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood, subject to the proviso below, that the incurrence of Permitted Liens relating to Collateral securing the Notes or indebtedness under Credit Facilities incurred in compliance with clause (ii) of the definition of "Permitted Indebtedness" (a "Permitted Collateral Lien") shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or and the Security Documents. The Company shall not, and shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction Restricted Subsidiary of the Company and without the consent of the Holdersto, grant to any Person other than the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguityAgent, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; Trustee or (iv) make the Security Agent, as the case may be, and the Holders and the other beneficiaries described in the Security Documents, any other change thereto that does not impair any security interest over whatsoever in any of the assets comprising Collateral, except that the Company and its Restricted Subsidiaries may incur Permitted Collateral Liens and the Collateral or otherwise adversely affect may be discharged and released in accordance with this Indenture and the Holders in any material respectIntercreditor Agreement; provided, however, that, except with respect to any discharge or release in accordance with this Indenture or the case Intercreditor Agreement, the incurrence of clauses (ii) and (iii) abovePermitted Collateral Liens or any action expressly permitted by this Indenture, no the Security Document Documents may not be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company delivers to the Trustee:
, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, Trustee from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company and its Restricted Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
, or (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii2) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as Documents, so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.264.23, the Trustee and/or or the Collateral Agent and/or the International Security Agent (Agent, as the case may be, shall (subject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holdersholders.
Appears in 1 contract
Samples: Indenture (Lyondell Chemical Co)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest interests with respect to any Collateral for the benefit of the Trustee, the Collateral Agents and the Holders, and the Company will not, and will not cause or permit any of its Subsidiaries to, grant to any Person other than the Collateral Agents, for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents interest whatsoever in any way of the Collateral; provided that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will provision shall restrict the discharge and or release of the security interest with respect to the Collateral in accordance with the this Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency thereinDocuments; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; and provided, howeverfurther, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewalreplacement, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
Trustee either (i1) a solvency opinionopinion from an internationally recognized investment bank or accounting firm, in form and substance satisfactory to the Trustee, from an independent financial advisor Trustee confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
replacement or (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii2) an Opinion opinion of Counselcounsel, in form and substance reasonably satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes Securities created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection imperfection, or new hardening periodwaiting period for perfection, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(b) At the direction of the Company and without the consent of the Holders, the Collateral Agents may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) add to the Collateral or (iii) make any other change thereto that does not adversely affect the rights of the Holders in any material respect.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26SECTION 4.14, the Trustee and/or and the Collateral Agent and/or the International Security Agent Agents shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the with no need for instructions from the Holders.
Appears in 1 contract
Samples: Indenture (LDK Solar Co., Ltd.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company shall not, and The Issuer shall not permit any of its Restricted Subsidiaries to, Secured Guarantor to (i) fail to comply with the covenants and other agreements set forth in the Security Documents or (ii) take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit in favor of the Trustee and Collateral Agent (it being understood that the Holders, unless such action or failure incurrence of Permitted Liens shall under no circumstances be deemed to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral). The Issuer shall not permit any Secured Guarantor to suffer to exist or grant to any Person other than the Collateral Agent, for the benefit of the secured parties, any Lien over any of the Collateral that is prohibited by Section 4.07, but may permit any Secured Guarantor to grant or suffer to exist, Permitted Liens as permitted by such covenant, and may permit any Secured Guarantor to discharge, the Collateral may be discharged or released in accordance with Section 11.04 of this Indenture and the Indenture applicable Security Documents. Subject to the foregoing, the Security Documents may be amended, extended, renewed, restated or the Intercreditor Agreement.
(b) At the direction of the Company and otherwise modified without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent Holders to (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii1) provide for Permitted Liens; (2) add to the Collateral; or (3) make any other change thereto that does not adversely affect the Holders of the Notes in any material respect; provided, however, that (except where permitted by this Indenture or to effect or facilitate the creation of Permitted Liens on Collateral; (iii) or to add to the Collateral for the benefit of the Holders; or (ivCollateral Agent and holders of other Indebtedness incurred in accordance with this Indenture) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to Collateral Agent and the Trustee, from : (A) an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer Officer’s Certificate of the relevant obligor (acting Person which states that all conditions precedent in good faith), in this Indenture and the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect Security Documents relating to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacementaction have been complied with; or
and (iiiB) an Opinion of Counsel, in form satisfactory to the Trustee Counsel confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification restatement or replacementother modification, the Lien or Liens securing the Notes created under the Security Documents as Document so amended, extended, renewed, restated, supplemented, restated or modified or replaced remain are valid and perfected Liens not otherwise subject and that all conditions precedent in this Indenture and the Security Documents relating to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04action have been complied with. In the event that the Company complies Issuer and the Secured Guarantors comply with the requirements of this Section 4.26covenant, the Collateral Agent and, as applicable, the Trustee and/or the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes; provided that neither the Collateral Agent nor the Trustee shall be obligated to enter into any such amendment that adversely affects its own rights, duties, liabilities or immunities.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Parent Guarantor shall not, not and shall not permit the Company or any of its other Restricted Subsidiaries toSubsidiary to take, take or knowingly or negligently omit to take, any action action, which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee Holders, and the HoldersParent Guarantor shall not and shall not permit the Company or any Restricted Subsidiary to grant to any Person other than the Collateral Agent, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or for the benefit of the Holders and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents interest whatsoever in any way that would be adverse to of the Holders in any material respectCollateral, except as permitted under Articles 9 or 11 hereof, in the Intercreditor Agreement or any other Security Documents. Notwithstanding , but subject to paragraph (b) the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor AgreementParent Guarantor may Incur Permitted Liens.
(b) At the direction of the Company Parent Guarantor and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may shall from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Liens on Collateral; Liens, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) Holders an Opinion of Counsel, in form and substance satisfactory to the Trustee Holders confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens (other than Liens on assets that have been added to the Collateral as a result of such amendment, extension, renewal, restatement, supplement, modification or replacement) securing the Notes (other than any Additional Notes) created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Senior Unsecured Facility Agreement (TPG Advisors IV, Inc.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, (x) take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest Security Interest with respect to the Collateral (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the Security Interest with respect to the Collateral) for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent (y) grant to any amendmentPerson other than the Collateral Agent or, modification or supplement ofif different, the Security Documents in collateral agent under any way Payment Priority Obligations, Pari Passu Secured Obligations or Junior Secured Obligations that would be adverse are subject to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the an Intercreditor Agreement.
(b) At , for the direction benefit of the Company and without the consent of the Holders, the Trustee and the Holders and the other beneficiaries described in the Security Documents and any Intercreditor Agreement, and other than with respect to any Permitted Collateral Agent Lien, any interest whatsoever in any of the Collateral, except that (i) the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged and released in accordance with this Indenture, the applicable Security Documents or any Intercreditor Agreement and (ii) the International applicable Security Agent (as applicable) Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakesmistake, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add . The Company and each Guarantor will, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Trustee or Collateral Agent reasonably requests, to the Collateral for the benefit of the Holders; more fully or (iv) make any other change thereto that does not impair any security interest over any of accurately describe the assets comprising the and property intended to be Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may obligations intended to be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under secured by the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementDocuments.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Indenture (Atento S.A.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Parent Guarantor shall not, not and shall not permit the Company or any of its other Restricted Subsidiaries toSubsidiary to take, take or knowingly or negligently omit to take, any action action, which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee Holders, and the HoldersParent Guarantor shall not and shall not permit the Parent Guarantor, unless such action the Company or failure any Restricted Subsidiary to take action is otherwise permitted or contemplated by this Indenture or grant to any Person other than the Collateral Agent, for the benefit of the Holders and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents interest whatsoever in any way that would be adverse to of the Holders in any material respectCollateral, except as permitted under Articles 9 or 11 hereof, in the Intercreditor Agreement or any other Security Documents. Notwithstanding , but subject to paragraph (b) the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Parent Guarantor may Incur Permitted Collateral in accordance with the Indenture or the Intercreditor AgreementLiens.
(b) At the direction of the Company Parent Guarantor and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may shall from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Liens on Collateral; Collateral Liens, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) Holders an Opinion of Counsel, in form and substance satisfactory to the Trustee Holders confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens (other than Liens on assets that have been added to the Collateral as a result of such amendment, extension, renewal, restatement, supplement, modification or replacement) securing the Notes (other than any Additional Notes) created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Senior Secured Facility Agreement (TPG Advisors IV, Inc.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, The Company and to the provisions governing the release of Collateral as described in Article 11, the Company PAAC shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission might or would or could reasonably be expected to have the result of materially affecting or impairing the Liens and security interest with respect to in favor of the Collateral Agent for its own account and for the benefit of the Trustee and the HoldersHolders and the holders of Secured Indebtedness with respect to the Collateral and the Company shall not grant to any Person, unless such action or failure suffer any Person to take action is have any interest whatsoever in the Collateral, in each case other than as otherwise permitted or contemplated by this Indenture Indenture, the Term Loan Agreement or the Security Documents. The Company and PAAC shall not, and shall not amendpermit PCAC to, modify or supplementgrant a security interest in, or permit or consent any Lien to any amendment, modification or supplement ofexist on, the St. Gabrxxx Xxxeline other than Permitted Liens or a Lien in favor of the Collateral Agent pursuant to a Security Documents in Document. The Company and PAAC shall not, and shall not cause or permit any way Restricted Subsidiary to, enter into any agreement or instrument that would by its terms requires that the proceeds received from any sale of Collateral be adverse applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than pursuant to this Indenture or the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security DocumentsTerm Loan Agreement. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and A release of the security interest with respect to any of the Collateral strictly in accordance with the terms and conditions of this Subject to the provisions of this Indenture, the Existing Term Facility, the Existing Senior Secured Indenture or and the Intercreditor Agreement.
(b) At the direction of , the Company and without the consent PAAC will not, and will not cause or permit any of the HoldersRestricted Subsidiaries to, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into any agreement or instrument that by its terms requires that the Company, PAAC or any such Restricted Subsidiary pledge the Capital Stock of (i) the Company and (ii) any Restricted Subsidiary that (A) is engaged in any business activity other than the holding of the Capital Stock of one or more amendments to the Security Documents to: Subsidiaries of PAAC (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (iiImperial West, engaging in any business activity other than the holding of its Investment in Kemwater) and (iiiB) above, no Security Document may be amended, extended, renewed, restated, supplemented has assets equal to or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) greater than 5% of PAAC's total assets determined on a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency consolidated basis as of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board time of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementdetermination.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Indenture (Pci Carolina Inc)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and the Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holdersholders of the Notes, unless such action or failure and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Agent, for the benefit of the Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents, the Intercreditor Agreements and any Additional Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 4.07; provided that the Company and its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 4.07, including Permitted Collateral Liens, and the Collateral may be discharged or released in accordance with the Indenture, the applicable Security Documents, the Intercreditor Agreements or any Additional Intercreditor Agreement. The Company shall not amend, modify or supplement, or permit or consent Subject to any amendment, modification or supplement ofthe foregoing, the Security Documents in any way that would may be adverse amended, extended, renewed, restated or otherwise modified or released to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralCollateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, thatthat (except where permitted by this Indenture, the Intercreditor Agreements or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee:
, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04Lien is not subject. In the event that the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.264.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that, subject to the proviso below, the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holders, unless such action and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Trustee acting through the Security Agent or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Agent, as applicable, under relevant law, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents. The , any Lien over any of the Collateral; provided that the Company shall not amendand the Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be amended, modify extended, renewed, restated, supplemented, transferred, discharged or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents released in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereofaccordance with this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or any other the applicable Security Documents. .
(b) Notwithstanding the foregoingSection 4.10(a), nothing in this Section 4.26 will 4.10 shall restrict the discharge and release of the security interest with respect to the Collateral any Lien in accordance with this Indenture, the Indenture or Revolving Credit Facility, the Intercreditor Agreement.
(b) At , and any Additional Intercreditor Agreement. Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralCollateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, thatthat (except with respect to any amendment, extension, renewal, restatement, supplement, replacement, transfer, discharge or release in accordance with the case of clauses (ii) applicable Security Document, this Indenture, the Intercreditor Agreement and (iii) aboveany Additional Intercreditor Agreement), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, supplement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Trustee:
Trustee and the Security Agent, any of (i1) a solvency opinion, in form and substance reasonably satisfactory to the TrusteeTrustee and the Security Agent, from an independent financial advisor confirming or appraiser or investment bank of international standing that confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the board Chief Financial Officer or the Board of directors or chief financial officer Directors of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, Person that confirms the solvency of the Person granting such Lien the security interest after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release (iiifollowed by an immediate retake of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel, in form satisfactory Counsel (subject to the Trustee any qualifications customary for this type of opinion of counsel) confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retake of a Lien of at least equivalent ranking over the same assets).
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.264.10, the Trustee and/or Company or the Collateral Agent and/or the International Security Agent (as the case may be) will consent shall take all actions necessary to any effect such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holdersrelease.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11Section 4.17(b), the Company Issuer and Holdings I shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might reasonably or would or could reasonably be expected to (in the good faith determination of the Issuer) have the result of materially impairing the security interest Security Interest with respect to the Collateral for the benefit of the Trustee and the Holders, unless such action or failure holders of the Securities (including materially impairing the priority thereof) (it being understood that any release under Section 12.06 and the incurrence of Permitted Collateral Liens shall not be deemed to take action is otherwise permitted or contemplated by this Indenture or so materially impair the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest Interest with respect to the Collateral), and the Issuer and Holdings I shall not, and shall not permit any Restricted Subsidiaries to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders of the Securities and the other beneficiaries described in the Security Documents, any interest whatsoever in any of the Collateral, provided the Issuer and Holdings may Incur Permitted Collateral in accordance with the Indenture or the Intercreditor AgreementLiens.
(b) At the direction of the Company Issuer and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may shall from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Liens on Collateral; Collateral Liens, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either:
(i) a solvency opinion, in form and substance satisfactory to the Trustee, from an independent financial advisor Independent Financial Advisor satisfactory to the Trustee confirming the solvency of the Company Issuer, Holdings I and its their respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iiiii) an Opinion of Counsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes Securities created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at lawLiens, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Senior Subordinated Notes Indenture (RenPac Holdings Inc.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, The Issuer and to the provisions governing the release of Collateral as described in Article 11, the Company shall will not, and shall the Company will not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens, or the confirmation or affirmation of security interests in respect of the Collateral, will under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee, the Security Agent and the Holders, and the Issuer and the Company will not, and the Company will not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or Holders and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplementany Lien over any of the Collateral that is prohibited by Section 4.12; provided, or permit or consent to any amendment, modification or supplement ofthat the Issuer, the Security Documents Company and its Restricted Subsidiaries may Incur any Lien over any of the Collateral that is not prohibited by Section 4.12, including Permitted Collateral Liens and the Collateral may be discharged, transferred or released in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereofaccordance with this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or any other the applicable Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the HoldersSubject to Section 4.13(a), the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by a substantially concurrent retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralCollateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, thatthat (except where permitted by this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness Incurred in the case of clauses (ii) and (iii) aboveaccordance with this Indenture), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, supplement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company delivers to the Security Agent and the Trustee:
, either (i1) a solvency opinion, in form reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the chief financial officer or the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person person granting any such Lien Liens after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
, or (iii3) an Opinion opinion of Counselcounsel (subject to any qualifications customary for this type of opinion of counsel), in form reasonably satisfactory to the Trustee Security Agent and the Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or released and replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement and to which the new Indebtedness secured by the Permitted Collateral Lien is not subject.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Issuer, the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.264.13, the Trustee and/or and the Collateral Agent and/or the International Security Agent will (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holders.
Appears in 1 contract
Samples: Indenture (Allwyn Entertainment AG)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted LiensSection 4.17(b), and to the provisions governing the release of Collateral as described in Article 11, the Company BP I shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might reasonably or would or could reasonably be expected to (in the good faith determination of the Issuers), have the result of materially impairing the value of the security interest interests taken as a whole (including the lien priority with respect thereto) with respect to the Collateral for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or Holders of the Security Documents. The Company Senior Secured Notes (including materially impairing the lien priority of the Senior Secured Notes with respect thereto) (it being understood that any release under 12.06 and the incurrence of Permitted Liens shall not amend, modify or supplement, or permit or consent be deemed to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of so materially impair the security interest interests with respect to the Collateral in accordance with Collateral); provided, however, that BP I, BP II and the Indenture or the Intercreditor AgreementRestricted Subsidiaries may Incur Permitted Liens and Liens otherwise permitted pursuant to Section 4.12.
(b) At the direction of the Company Issuers and without the consent of the Holders, the Trustee and the Collateral Agent (or the International Security Agent (as applicableits agent or designee) may shall from time to time enter into one or more amendments amendments, extensions, renewals, restatements, supplements or other modifications or replacements to or of the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Liens on Collateral; or Liens otherwise permitted under Section 4.12, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above), no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified modified, in each case in any material respect, or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers Issuers deliver to the Trustee, either:
(i) a solvency opinion, in form and substance satisfactory to the Trustee, from an independent financial advisor Independent Financial Advisor satisfactory to the Trustee confirming the solvency of the Company BP I, BP II and its their respective Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iiiii) an Opinion of Counsel, in form and substance satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Senior Secured Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and, to the extent applicable in the jurisdiction and perfected Liens not otherwise subject to any limitationrequired under the Agreed Security Principles, imperfection or new hardening periodperfected, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementLiens.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Beverage Packaging Holdings (Luxembourg) v S.A.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holdersholders of the Notes, unless such action or failure and the Issuer will not, and will not permit any of its Restricted Subsidiaries to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Trustee, for the benefit of the Trustee and the holders of the Notes (other than Additional Notes) and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents interest whatsoever in any way that would be adverse to of the Holders in any material respectCollateral, except as permitted under Articles 9 or 11 hereof, in the Intercreditor Agreement or any other Security Documents. Notwithstanding , but subject to Section 4.22(b) the foregoing, nothing in this Section 4.26 will restrict the discharge Issuer and release of the security interest with respect to the its Restricted Subsidiaries may incur Permitted Collateral in accordance with the Indenture or the Intercreditor Agreement.Liens;
(b) At the direction of the Company Issuer and without the consent of the Holdersholders of the Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) Trustee may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Liens on Collateral; Collateral Liens, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Issuer delivers to the Trustee, either:
(i) a solvency opinion, in form and substance satisfactory to the Trustee, from an independent financial advisor investment banking firm, appraisal firm or accounting firm of international standing confirming the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;; or
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of CounselCounsel acceptable to the Trustee, in form and substance satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, limitation imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing replacement which shall be substantially in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (form attached hereto as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.Exhibit D.
Appears in 1 contract
Impairment of Security Interest. (a) Subject The Company shall not, and shall not permit any Restricted Subsidiary to, take or knowingly or negligently omit to take any action that would have the result of materially impairing the Security Interest with respect to the rights Collateral (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the Security Interest with respect to the Collateral) for the benefit of the holders of Permitted LiensTrustee, the Security Agent and the Holders, and to the provisions governing the release of Collateral as described in Article 11, the Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take grant to any Person other than the Security Agent or knowingly or negligently omit to takethe ABL Security Agent, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement ofTrustee, the Security Agent and the Holders and the other beneficiaries described in the Security Documents and the Intercreditor Agreement or any Additional Intercreditor Agreement, as the case may be, any interest whatsoever in any way of the Collateral except that would (i) the Company, and the Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of Incurring Permitted Collateral Liens, (ii) the Company, and the Restricted Subsidiaries may amend, extend, renew, restate, supplement, release or otherwise modify or replace any Security Documents for the purposes of undertaking a Permitted Reorganization, (iii) the Collateral may be adverse to discharged and released in accordance with this Indenture, the Holders in any material respect, except as permitted under Articles 9 or 11 hereofapplicable Security Documents, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Additional Intercreditor Agreement.
, (biv) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International applicable Security Agent (as applicable) Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakesmistake, omission, defect defect, error or inconsistency therein; therein and (iiv) provide for the Company, and the Restricted Subsidiaries may amend the Security Interests in any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto manner that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, that in the case of clauses (i), (ii) and (iiiv) above, no the Security Document Documents may not be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replaced, unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company delivers to the Trustee:
, either (i1) a solvency opinion, in a form reasonably satisfactory to the Trustee, Trustee from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement;
, (ii2) a certificate from the board Board of directors or chief financial officer Directors of the relevant obligor (acting in good faith)Person, in the form set forth as an exhibit to this Indenture, that which confirms the solvency of the Person granting such Lien Security Interest, after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement; or
, or (iii3) an Opinion of Counsel, in a form reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as Documents, so amended, extended, renewed, restated, supplemented, released, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, release, modification or replacement.
(cb) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company Company, or an applicable Restricted Subsidiary complies with the requirements of this Section 4.264.10, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, release or other modification or replacement requested in accordance with this Section 4.10 without the need for instructions from the Holdersany Holder.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Parent Guarantor shall not, not and shall not permit the Company or any of its other Restricted Subsidiaries toSubsidiary to take, take or knowingly or negligently omit to take, any action action, which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and Finance Parties and/or the Holders, unless such action and the Parent Guarantor shall not and shall not permit the Company or failure any Restricted Subsidiary to take action is otherwise permitted or contemplated by this Indenture or grant to any Person other than the Collateral Agent, for the benefit of the Finance Parties, the Holders and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents interest whatsoever in any way that would be adverse to of the Holders in any material respectCollateral, except as permitted under Articles 9 or 11 hereof, in the Intercreditor Agreement or any other Security Documents. Notwithstanding , but subject to paragraph (b) the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Parent Guarantor may Incur Permitted Collateral in accordance with the Indenture or the Intercreditor Agreement.Liens:
(b) At the direction of the Company Parent Guarantor and without the consent of the HoldersFinance Parties, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may shall from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for any Permitted Liens on Collateral; Collateral Liens, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders Finance Parties in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company Parent Guarantor delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) Holders an Opinion of Counsel, in form and substance satisfactory to the Trustee Holders confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes Finance Documents created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, limitation imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Senior Subscription Agreement (TPG Advisors IV, Inc.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company 11.1 The Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, ;
(a) take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Charged Property (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the Security interest with respect to the Charged Property) for the benefit of the Trustee Agent and the HoldersFinance Parties, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.or
(b) At grant to any Person other than the direction Security Agent or, if different, any security agent under any Payment Priority Obligations, Pari Passu Secured Obligations, the Notes (including Additional Notes) or Junior Secured Obligations that are subject to an Intercreditor Agreement, for the benefit of the Company Security Agent and without the consent other beneficiaries described in the Transaction Security Documents and any Intercreditor Agreement, and other than with respect to any Permitted Collateral Lien, any interest whatsoever in any of the HoldersCharged Property, except that
(i) the Parent and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Charged Property may be discharged and released in accordance with this Agreement, the Trustee and applicable Transaction Security Documents or any Intercreditor Agreement; and
(ii) the Collateral Agent or the International applicable Transaction Security Agent (as applicable) Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakesmistake, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release Parent and each Obligor will, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or replacement of any Collateral in compliance with as the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as reasonably requests, to more fully or accurately describe the case may be) will consent assets and property intended to any such amendment, extension, renewal, restatement, supplement, modification be Charged Property or replacement without the need for instructions from obligations intended to be secured by the HoldersTransaction Security Documents.
Appears in 1 contract
Samples: Super Senior Revolving Credit Facilities Agreement (Atento S.A.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted LiensNo Indenture Obligor shall, and to the provisions governing the release of Collateral as described in Article 11, the Company nor shall not, and shall not it cause or permit any of its Restricted Obligor Subsidiaries to, take or knowingly or negligently omit to take, take any action which action or omission might or would or could reasonably be expected to have the result of materially affecting or impairing the Liens and security interest in favor of the Collateral Agent for the benefit of the Holders with respect to the Collateral for and no Indenture Obligor shall grant, nor shall it cause or permit any of its Obligor Subsidiaries to grant, to any Person, or suffer any Person to have any interest whatsoever in the benefit of the Trustee and the HoldersCollateral, unless such action or failure to take action is in each case other than as otherwise permitted or contemplated by this Indenture or Indenture, the Term Loan Agreement, the New Tranche A Notes Indenture, the New Tranche A Notes, the New Tranche A Term Notes, the Securities and the Security Documents. The Company No Indenture Obligor shall, nor shall not amend, modify or supplement, it cause or permit or consent to any amendmentof its Obligor Subsidiaries to, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one any agreement or more amendments instrument that by its terms requires that the proceeds received from any sale of Collateral be applied to the Security Documents to: (i) cure any ambiguityrepay, mistakesredeem, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral defease or otherwise adversely affect the Holders in acquire or retire any material respect; providedIndebtedness of any Person, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit other than pursuant to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementTerm Loan Agreement, the Lien or Liens securing New Tranche A Notes Indenture, the Notes created under New Tranche A Notes, the New Tranche A Term Notes, the Securities and the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject any instrument governing Indebtedness permitted to any limitation, imperfection or new hardening period, in equity or at law, that such be secured by a Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or on the Collateral Agent and/or the International Security Agent (as the case may be) will consent pursuant to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersSection 1012 hereof.
Appears in 1 contract
Samples: Indenture (Pioneer Companies Inc)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that (i) the incurrence of Permitted Collateral Liens and (ii) the release or modification of the Liens on the Collateral in accordance with the terms of this Indenture and related Security Documents, in each case of clauses (i) and (ii), shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holdersholders of the Notes, unless such action or failure and the Company shall not, and shall not permit any Restricted Subsidiary to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Agent, for the benefit of the Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents, the Intercreditor AgreementAgreements and any Additional Intercreditor Agreement, any Lien over any of the Collateral that is prohibited by Section 4.07; provided that the Company and its Restricted Subsidiaries may incur any Lien over any of the Collateral that is not prohibited by Section 4.07, including Permitted Collateral Liens, and the Collateral may be discharged or released in accordance with this Indenture, the applicable Security Documents, the Intercreditor AgreementAgreements or any Additional Intercreditor Agreement. The Company shall not amend, modify or supplement, or permit or consent Subject to any amendment, modification or supplement ofthe foregoing, the Security Documents in any way that would may be adverse amended, extended, renewed, restated or otherwise modified or released to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralCollateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, thatthat (except where permitted by this Indenture, the Intercreditor AgreementAgreements or any Additional Intercreditor Agreement or to effect or facilitate the creation of Permitted Collateral Liens for the benefit of the Security Agent and holders of other Indebtedness incurred in the case of clauses (iiaccordance with this Indenture) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented restated or otherwise modified or replacedreleased, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, restatement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Issuer delivers to the Security Agent and the Trustee:
, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor confirming accounting, appraisal or investment banking firm of international standing which confirms the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release, (ii2) a certificate from the board of directors or chief financial officer an Officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person granting such Lien after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to any qualifications customary for this type of opinion of counsel), in form and substance reasonably satisfactory to the Trustee Trustee, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04Lien is not subject. In the event that the Company complies and its Restricted Subsidiaries comply with the requirements of this Section 4.264.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersHolders of the Notes.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Issuers shall not, and shall not permit any of its Restricted Subsidiaries to, Subsidiary to (x) take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders(it being understood, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse subject to the Holders in any material respectproviso below, except as permitted that the Incurrence of Permitted Liens shall under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of no circumstances be deemed to materially impair the security interest with respect to the Collateral in accordance with Collateral) for the Indenture or the Intercreditor Agreement.
(b) At the direction benefit of the Company and without the consent of the HoldersCollateral Agent, the Trustee and the Holders, or (y) grant to any Person other than the Collateral Agent or, if different, the collateral agent under any Payment Priority Obligations, Pari Passu Secured Obligations or Junior Secured Obligations that are subject to an Intercreditor Agreement, for the International benefit of the Collateral Agent, the Trustee and the Holders and the other beneficiaries described in the Security Agent Documents and any Intercreditor Agreement, and other than with respect to any Permitted Lien, any interest whatsoever in any of the Collateral, except that (as applicablei) the Issuers and the Restricted Subsidiaries may Incur Permitted Liens and the Collateral may be discharged and released in accordance with this Indenture, the applicable Security Documents or any Intercreditor Agreement and (ii) the applicable Security Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakesmistake, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit . Each of the Holders; Issuers and each Guarantor will, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or (iv) make any other change thereto that does not impair any security interest over any of as the Trustee or Collateral Agent reasonably requests, to more fully or accurately describe the assets comprising the and property intended to be Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may obligations intended to be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under secured by the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementDocuments.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Indenture (Styron Canada ULC)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company shall The Parent will not, and shall will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest interests with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interests with respect to the Collateral) for the benefit of the Trustee and the Holdersholders of the Notes, unless such action and the Parent will not, and will not cause or failure permit any of its Restricted Subsidiaries to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Documents. The Company shall not amendAgent, modify or supplement, or permit or consent to any amendment, modification or supplement of, for the benefit of the Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, and the Intercreditor Agreement or and any other Security Documents. Notwithstanding Additional Intercreditor Agreement, any interest whatsoever in any of the foregoing, Collateral; provided that (a) nothing in this Section 4.26 provision will restrict the discharge and or release of the security interest with respect to the Collateral in accordance with the Indenture or Indenture, the Security Documents, the Intercreditor Agreement.
Agreement and any Additional Intercreditor Agreement and (b) At the direction of the Company Parent and without the consent of the Holders, the Trustee its Restricted Subsidiaries may incur Permitted Collateral Liens; and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; providedprovided further, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified modified, replaced or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification modification, replacement or renewalrelease, the Company Issuer delivers to the Trustee:
Trustee either (i1) a solvency opinionopinion from an internationally recognized investment bank or accounting firm, in form and substance reasonably satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement;
release, (ii2) a certificate from the board Board of directors Directors or chief financial officer of the relevant obligor Parent (acting in good faith), in the form set forth as an exhibit to this IndentureExhibit D hereto, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacement; or
release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified modified, replaced or replaced remain released are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease.
(b) At the direction of the Issuer and without the consent of the Holders, the Security Agent may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) (but subject to compliance with paragraph (a) above) provide for Permitted Collateral Liens, (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the rights of the Holders in any material respect.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company Issuer complies with the requirements of this Section 4.264.21, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the with no need for instructions from the Holders.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to Topco and the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company Parent shall not, and the Parent shall not permit the Issuer or any of its other Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest Security Interest with respect to the Collateral (it being understood that neither the Incurrence of Permitted Collateral Liens, nor any repayment of intercompany receivables from time to time shall under any circumstances be deemed to materially impair the Security Interests with respect to the Collateral) for the benefit of the Trustee and the Holders, unless such action and Topco and the Parent shall not, and the Parent shall not permit the Issuer or failure any other Restricted Subsidiary to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Documents. The Company shall not amendAgent, modify or supplement, or permit or consent to any amendment, modification or supplement of, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, and the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoingAdditional Intercreditor Agreement, nothing any interest whatsoever in this Section 4.26 will restrict the discharge and release any of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the HoldersCollateral, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: except that (i) cure Topco, the Parent, the Issuer and any ambiguityof the Restricted Subsidiaries may Incur Permitted Collateral Liens and Permitted Liens (including, mistakeswithout limitation, omissionPermitted Liens over any property or asset of the Parent, defect the Issuer or inconsistency thereina Guarantor subject only to a floating charge (and not any other Lien) under any Security Document, to the extent such floating charge has not crystallized into a fixed charge); (ii) provide for the Collateral may be discharged and released and retaken in accordance with this Indenture, the applicable Security Documents, the Intercreditor Agreement and any Permitted Liens on CollateralAdditional Intercreditor Agreement, to the extent applicable in each case; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendmentfrom time to time to (A) cure any ambiguity, extensionmistake, renewalomission, restatementdefect or inconsistency therein, supplement(B) further secure the Notes (including Additional Notes), modification or renewal, the Company delivers to the Trustee:
(iC) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency make provision for equal and ratable pledges of the Company and its SubsidiariesCollateral to secure Additional Notes, taken as a whole(D) implement any Permitted Collateral Liens, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(iiE) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under amend the Security Documents as so amendedin accordance with the terms thereof, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject (F) make any other change to any limitation, imperfection such agreement that does not adversely affect the Holders in any material respect; (iv) any Permitted Reorganization or new hardening period, any transaction contemplated under Section 5.01 may be implemented in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance accordance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent Indenture; (as the case may bev) will consent any corporate reorganizations or other steps necessary or advisable to any such amendment, extension, renewal, restatement, supplement, modification consummate or replacement without the need for instructions from the Holders.facilitate the
Appears in 1 contract
Samples: Indenture
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries toGroup Member to take, take or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release holders of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor AgreementNotes.
(b) At the direction of the Company Parent Guarantor and without the consent of the Holdersholders of the Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to or any other agreements in connection with the Security Documents and carry out any other action as may be necessary or adopt any resolutions that may be necessary or convenient to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for ratify, confirm the creation of, or cure any Permitted defect in the constitution of, such Liens on over the Collateral; (iii) provide for Permitted Collateral Liens, (iv) add to the Collateral for Collateral, (v) confirm and evidence the benefit release, termination, discharge or retaking of any of the Holders; Collateral when such release, termination, discharge or retaking is provided for in the Indenture, the Security Documents or the Intercreditor Agreement or (ivvi) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, respect as determined in good faith by the case Board of clauses Directors of the Parent Guarantor.
(iic) Except as provided in Sections 4.20(a) or (b) above and (iii) abovepursuant to or in connection with any Permitted Reorganization, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the TrusteeSecurity Agent either:
(iA) a solvency opinion, in form and substance satisfactory to the TrusteeSecurity Agent, from an independent financial advisor investment banking firm, appraisal firm or accounting firm of international standing confirming the solvency of the Company Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iiiB) an Opinion opinion of Counselcounsel acceptable to the Security Agent, in form and substance satisfactory to the Trustee Security Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents Documents, as so amended, extended, renewed, restated, supplemented, modified or replaced remain replaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.; or
(cC) Nothing an Officer's Certificate from the Parent Guarantor acting in this Section 4.26 will restrict good faith), in the release or replacement form set forth as an exhibit to the Indenture, that confirms the solvency of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent Parent Guarantor and its subsidiaries after giving effect to any transaction related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacement without the need for instructions from the Holdersrelease.
Appears in 1 contract
Samples: Indenture
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall not, and shall not permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might reasonably or would or could reasonably be expected to (in the good faith determination of the Company), have the result of materially impairing the value of the security interest interests taken as a whole (including the lien priority with respect thereto) with respect to the Collateral for the benefit of the Trustee Collateral Agent, the Second Lien Trustees and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or holders of the Security Documents. The Company New Second Lien Secured Notes (including materially impairing the lien priority of the New Second Lien Secured Notes with respect thereto) (it being understood that any release described under Section 12.05 and the incurrence of Permitted Liens shall not amend, modify or supplement, or permit or consent be deemed to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of so materially impair the security interest interests with respect to the Collateral in accordance with the Indenture or the Intercreditor AgreementCollateral).
(b) At the direction of the Company and without the consent of the Holders, the Trustee and but subject to compliance with Section 9.06, the Collateral Agent and the Second Lien Trustees (or the International Security Agent (as applicabletheir agent or designee) may shall from time to time enter into one or more amendments amendments, extensions, renewals, restatements, supplements or other modifications or replacements to or of the Second Lien Security Documents to: , but subject in all cases to the First Lien/Second Lien/Third Lien Intercreditor Agreements:
(i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; therein that does not adversely affect the interests of the Holders of the New Second Lien Secured Notes in any material respect;
(ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the HoldersCollateral; or or
(iviii) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders of the New Second Lien Secured Notes in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Samples: Second Lien Indenture (Bed Bath & Beyond Canada L.P.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, 10.1 The Parent and to the provisions governing the release of Collateral as described in Article 11, the Company shall will not, and shall the Company will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for (it being understood that the benefit incurrence of Liens on the Trustee and Collateral permitted by the Holders, unless such action or failure definition of Permitted Liens shall under no circumstances be deemed to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral) for the benefit of the Finance Parties (taken as a whole), and the Parent and the Company will not and the Company will not cause or permit any of its Restricted Subsidiaries to, grant to any Person other than the Collateral Agent, for the benefit of the Finance Parties and the other beneficiaries described in the Transaction Security Documents and the Intercreditor Agreement. Nothing in this provision shall restrict the discharge or release of the Collateral in accordance with this Agreement, the Indenture or Transaction Security Documents and the Intercreditor AgreementAgreement and the Company and its Restricted Subsidiaries may incur Permitted Liens.
(b) 10.2 At the direction request of the Company and without the consent of the HoldersNoteholders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Transaction Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) (but subject to compliance with the paragraph above) provide for any Permitted Liens on Collateral; Liens, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders rights of the Finance Parties in any material respect; provided, however, that, in the case of clauses respect (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole).
10.3 In the event that Company complies with this paragraph 10 (Impairment of Security Interest), after giving effect the Agent and the Collateral Agent may (subject to any transactions related customary protections and indemnifications and the receipt of an Officers’ Certificate providing that the conditions precedent relating to the applicable requested action have been satisfied) consent to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement;
(ii) a certificate release with no need for instructions from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to Noteholders provided such amendment, extensionextensions, renewal, restatement, supplement, modification |EU-DOCS\34803319.2|| modification, replacement or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral is in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26Agreement, the Trustee and/or Transaction Security Documents and the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersIntercreditor Agreement.
Appears in 1 contract
Samples: Notes Purchase Agreement (Membership Collective Group Inc.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company shall The Parent will not, and shall will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interest with respect to the Collateral) for the benefit of the Trustee and the Holdersholders of the Notes, unless such action and the Parent will not, and will not cause or failure permit any of its Restricted Subsidiaries to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Documents. The Company shall not amendAgent, modify or supplement, or permit or consent to any amendment, modification or supplement of, for the benefit of the Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents and the Intercreditor Agreement, any interest whatsoever in any way of the Collateral; provided that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, (a) nothing in this Section 4.26 will provision shall restrict the discharge and or release of the security interest with respect to the Collateral in accordance with this Indenture, the Indenture or Security Documents and the Intercreditor Agreement.
Agreement and (b) At the direction of the Company Parent and without the consent of the Holders, the Trustee its Restricted Subsidiaries may incur Permitted Collateral Liens; and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; providedprovided further, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewalreplacement, restatement, supplement, modification or renewal, the Company Parent delivers to the Trustee:
Trustee either (i1) a solvency opinionopinion from an internationally recognised investment bank or accounting firm, in form and substance reasonably satisfactory to the Trustee, from an independent financial advisor Trustee confirming the solvency of the Company Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
replacement or (ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii2) an Opinion opinion of Counselcounsel, in form and substance reasonably satisfactory to the Trustee (subject to customary exceptions and qualifications), confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain are valid and perfected Liens not otherwise subject to any limitation, limitation imperfection or new hardening period, in equity or at law, and that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementreplacement which shall be substantially in the form attached to this Indenture.
(b) At the direction of the Parent and without the consent of the holder of Notes, the Security Agent may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) (but subject to compliance with paragraph (a) above) provide for Permitted Collateral Liens, (iii) add to the Collateral or (iv) make any other change thereto that does not adversely affect the rights of the holders of the Notes in any material respect.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company Parent complies with the requirements of this Section 4.264.22, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the with no need for instructions from holders of the HoldersNotes.
Appears in 1 contract
Samples: Indenture (Manchester United Ltd.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, The Borrower and to the provisions governing the release of Collateral as described in Article 11, the Company shall PAAC will not, and shall will not cause or permit any of its their Restricted Subsidiaries to, take or knowingly or negligently omit to take, take any action which action or omission might or would or could reasonably be expected to have the result of materially affecting or impairing the Liens and security interest in favor of the Administrative Agent for the benefit of the Lenders with respect to the Collateral for the benefit of the Trustee and the HoldersBorrower and PAAC will not grant to any Person, unless such action or failure suffer any Person to take action is have any interest whatsoever in the Collateral, in each case other than as otherwise permitted or contemplated by this Agreement, the Senior Secured Note Indenture or the Security Documents. The Company shall Borrower and PAAC will not, and will not amendpermit PCAC to, modify or supplementgrant a security interest in, or permit or consent any Lien to any amendment, modification or supplement ofexist on, the Security Documents St. Gabrxxx Xxxeline other than Permitted Liens and Liens in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release favor of the security interest with respect Collateral Agent pursuant to the Collateral in accordance with the Indenture or the Intercreditor Agreementa Security Document.
(b) At The Borrower and PAAC will not, and will not cause or permit any of their Restricted Subsidiaries to, enter into any agreement or instrument that by its terms requires that the direction proceeds received from any sale of Collateral be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than pursuant to this Agreement or the Senior Secured Indenture. A release of any of the Company Collateral strictly in accordance with the terms and without the consent conditions of the Holders, the Trustee this Agreement and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide will not be deemed for any Permitted Liens on Collateral; (iii) add purpose to the Collateral for the benefit be an impairment of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to under this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacementAgreement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with Subject to the provisions set out in Section 11.04. In of this Agreement, the event Existing Term Loan Agreement and the Intercreditor Agreement, the Borrower and PAAC will not, and will not cause or permit any of their Restricted Subsidiaries to, enter into any agreement or instrument that by its terms requires that the Borrower, PAAC or any such Restricted Subsidiary pledge the Capital Stock of (i) any PCIFP Company complies with and any of its Restricted Subsidiaries and (ii) any other Restricted Subsidiary of PAAC that (A) is engaged in any business activity other than the requirements holding of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent Capital Stock of one or more Subsidiaries of PAAC (as or in the case may beof Imperial, engaging in any business activity other than the holding of its Investment in Kemwater) will consent and (B) has assets equal to any such amendment, extension, renewal, restatement, supplement, modification or replacement without greater than 5% of PAAC's total assets determined on a consolidated basis as of the need for instructions from the Holderstime of determination.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take take, or knowingly omit to take, any action, which action or negligently omission would have the effect of causing a Lien to be created on any property or assets of the type that would constitute Collateral for the benefit of any Person (other than the Collateral Agent) unless a Lien exists or is created in favor of the Collateral Agent for the benefit of the Holders of the Notes with respect to such property or assets. Such Lien in favor of the Collateral Agent shall at all times be in accordance with any applicable provisions of this Indenture and the Security Documents.
(b) Notwithstanding Section 4.14(a),
(i) the Capital Stock and other securities of any Subsidiary of the Company that are owned by the Company or any Guarantor and that otherwise constitute Collateral shall constitute Collateral for the benefit of the Notes Secured Creditors only to the extent that such Capital Stock and other securities can secure the Notes without Rule 3-16 of Regulation S-X under the Securities Act (or any other law, rule or regulation) (“Rule 3-16”) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental agency);
(ii) in the event that Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s Capital Stock and other securities secure the Notes, the performance of the Notes Obligations or any Notes Guarantee, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed not to be part of the Collateral for the benefit of the Notes Secured Creditors, but only to the extent necessary to not be subject to such requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to release the first-priority security interests in the shares of Capital Stock and other securities that are so deemed to no longer constitute part of the Collateral); and
(iii) in the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Capital Stock and other securities to secure the Notes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Capital Stock and other securities of such Subsidiary shall automatically be deemed to be a part of the Collateral for the benefit of the Notes Secured Creditors but only to the extent necessary to not be subject to any such financial statement requirement (and, in such event, the Security Documents may be amended or modified, without the consent of any Holder of the Notes, to the extent necessary to subject to the Liens under the Security Documents such additional Capital Stock and other securities).
(c) The Company shall not, and shall not permit any Restricted Subsidiary to, take, or knowingly omit to take, any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral (it being understood that Permitted Securitizations, Restricted Payments permitted under Section 4.04, Asset Sales permitted under Section 4.06, other dispositions of assets in the ordinary course of business and the incurrence of Permitted Collateral Liens will be deemed not to materially impair the security with respect to the Collateral) for the benefit of the Trustee Collateral Agent and the HoldersHolders of the Notes, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or and the Security Documents. The Company shall not, and shall not amendpermit any Restricted Subsidiary to, modify or supplement, or permit or consent grant to any amendmentperson other than the Collateral Agent, modification or supplement ofany interest whatsoever in any of the Collateral, except that the Company and any Restricted Subsidiary may incur Permitted Collateral Liens, and the Collateral and the Liens thereon may be discharged and released in accordance with this Indenture, the Security Documents in and any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the applicable Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor AgreementAgreements.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company shall The Issuer will not, and shall will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission might or would or could reasonably be expected to have the result of materially impairing the security interest interests with respect to the Collateral (it being understood that the incurrence of Liens on the Collateral permitted by the definition of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the security interests with respect to the Collateral) for the benefit of the Trustee and the Holdersholders of the Notes, unless such action and the Issuer will not, and will not cause or failure permit any of its Restricted Subsidiaries to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Agent, for its benefit and the benefit of the Trustee and the holders of the Notes and the other beneficiaries described in the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents Collateral Trust Deed and the North American Intercreditor Agreement and any Additional Intercreditor Agreement, any interest whatsoever in any way of the Collateral; provided that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, (a) nothing in this Section 4.26 provision will restrict the discharge and or release of the security interest with respect to the Collateral in accordance with this Indenture, the Indenture or Security Documents, the Collateral Trust Deed, the North American Intercreditor Agreement.
Agreement and any Additional Intercreditor Agreement and (b) At the direction of the Company Issuer and without the consent of the Holders, the Trustee its Restricted Subsidiaries may incur Permitted Collateral Liens; and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; providedprovided further, however, that, in the case of clauses (ii) and (iii) above, that no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified modified, replaced or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification modification, replacement or renewalrelease and retake, the Company Issuer delivers to the Trustee:
Trustee either (i1) a solvency opinion, in form satisfactory to the Trustee, opinion from an independent financial advisor internationally recognized investment bank or accounting firm, confirming the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement;
release or retake, (ii2) a certificate from the board Board of directors Directors or chief financial officer (or equivalent Officer or Director) of the relevant obligor Issuer (acting in good faith), in the form set forth as an exhibit to this IndentureExhibit D hereto, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacement; or
release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) or (3) an Opinion of CounselCounsel (subject to customary exceptions and qualifications), in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retake, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified modified, replaced or replaced remain released are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacementrelease and retake.
(b) At the direction of the Issuer and without the consent of the Holders, the Security Agent may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) (but subject to compliance with paragraph (a) above) provide for Permitted Collateral Liens, (iii) add to the Collateral and (iv) make any other change thereto that does not adversely affect the rights of the Holders in any material respect.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company Issuer complies with the requirements of this Section 4.264.20, the Trustee and/or and the Collateral Agent and/or the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent give effect to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the or release and retake with no need for instructions from the Holders.
Appears in 1 contract
Samples: Indenture (Twist Beauty S.a r.l. & Partners S.C.A.)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company 9.1 The Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to taketake any action, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for (it being understood that the benefit Incurrence of the Trustee and the Holders, unless such action or failure Permitted Collateral Liens shall under no circumstances be deemed to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral) for the benefit of the Secured Parties, and the Parent shall not, and shall not permit any Restricted Subsidiary to, grant to any Person other than the Security Agent, for the benefit of the Secured Parties and the other beneficiaries described in the Transaction Security Documents, any interest whatsoever in any of the Collateral that is prohibited by Section 3 (Limitation on Liens); provided, that the Parent and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged, transferred or released in accordance with this Agreement, the Indenture Intercreditor Agreement or the applicable Transaction Security Documents.
9.2 Notwithstanding the above, nothing in this Section 9 shall restrict the discharge and release of any security interest in accordance with this Agreement and the Intercreditor Agreement.
(b) At . Subject to the direction of the Company and without the consent of the Holdersforegoing, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Transaction Security Documents to: may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any Permitted Liens on CollateralCollateral Liens; (iii) add to the Collateral for the benefit of the HoldersCollateral; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Encore Private Placement Notes in any material respect; provided, however, that, in except where permitted by this Agreement or the case of clauses (ii) and (iii) aboveIntercreditor Agreement, no Transaction Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreleased (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), unless contemporaneously with such amendment, extension, renewal, restatement, supplement, supplement or modification or renewalrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Company Parent delivers to the Trustee:
Security Agent and the holders of the Encore Private Placement Notes, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the TrusteeSecurity Agent and the Required Holders, from an independent financial advisor confirming Independent Financial Advisor or appraiser or investment bank of international standing which confirms the solvency of the Company Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
release (iifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), (2) a certificate from the board of directors or chief financial officer or the Board of Directors of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that Person which confirms the solvency of the Person person granting such Lien the security interest after giving effect to any transaction transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
release (iiifollowed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee Security Agent and the Required Holders, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacementrelease (followed by an immediate retaking of a Lien of at least equivalent ranking over the same assets), the Lien or Liens securing the Notes created under the Transaction Security Documents as Document, so amended, extended, renewed, restated, supplemented, modified or replaced remain released and retaken are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict release and retake and to which the release or replacement of any new Indebtedness secured by the Permitted Collateral in compliance with the provisions set out in Section 11.04Lien is not subject. In the event that the Company complies Parent and its Restricted Subsidiaries comply with the requirements of this Section 4.269.2, the Trustee and/or holders of the Collateral Agent and/or Encore Private Placement Notes and the International Security Agent shall (as the case may besubject to customary protections and indemnifications) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the Holdersholders of the Encore Private Placement Notes. Any capitalised terms used in Part I or this Part II of Schedule 4 or that are not otherwise defined in Part I or this Part II shall have the respective meanings given to them in Schedule A (Defined Terms) of this Agreement. Terms defined only in Schedule A (Defined Terms) of this Agreement shall be construed when they are used in this Schedule 4 (and only for those purposes), in accordance with English law, notwithstanding that this Schedule 4 is interpreted in accordance with New York law. Unless otherwise expressly stated herein references in this Part II of Schedule 4 are to the Sections of Part I of this Schedule 4.
Appears in 1 contract
Samples: Senior Secured Note Purchase Agreement (Encore Capital Group Inc)
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Issuer shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest Security Interest with respect to the Collateral (it being understood that (x) the Incurrence of Permitted Collateral Liens and (y) the implementation of any Permitted Reorganization shall under no circumstances be deemed to materially impair the Security Interest with respect to the Collateral) for the benefit of the Trustee and the Holders, unless such action or failure and the Issuer shall not, and shall not permit any Restricted Subsidiary to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Documents. The Company shall not amendAgent, modify or supplement, or permit or consent to any amendment, modification or supplement of, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents and the Intercreditor Agreement or any Additional Intercreditor Agreement, any interest whatsoever in any way that would be adverse to of the Holders in any material respectCollateral, except as permitted under Articles 9 or 11 hereofthat (i) the Issuer and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged (including a discharge followed by a release and retaking), if applicable, in accordance with this Indenture, the applicable Security Documents, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of the security interest with respect to the Collateral in accordance with the Indenture or the Additional Intercreditor Agreement.
(b) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; (ii) provide for any the Issuer and the Restricted Subsidiaries may effect a Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders in any material respect; provided, however, that, in the case of clauses (ii) Reorganization and (iii) above, no the applicable Security Document Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, from time to time, to cure any ambiguity, mistake, omission, defect or inconsistency therein; provided, however, that, except with respect to any discharge or release in accordance with this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement, the Incurrence of Permitted Collateral Liens, the implementation of any Permitted Reorganization or any action expressly permitted by this Indenture or the Intercreditor Agreement or any Additional Intercreditor Agreement, the Security Documents may not be amended, extended, renewed, restated, supplemented, released and retaken, if applicable, or otherwise modified or replaced, unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Issuer delivers to the Trustee:
, either (i1) a solvency opinion, in form and substance reasonably satisfactory to the Trustee, Trustee from an independent financial advisor Independent Financial Advisor confirming the solvency of the Company Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplementrelease, modification or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the Holders.,
Appears in 1 contract
Samples: Indenture
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries Group Member to, take take, or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders, unless such action or failure to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release holders of the security interest with respect to the Collateral in accordance with the Indenture or the Intercreditor Agreement.Notes.
(b) At the direction of the Company Parent Guarantor and without the consent of the Holdersholders of the Notes, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to or any other agreements in connection with the Security Documents and carry out any other action as may be necessary or adopt any resolutions that may be necessary or convenient to: :
(i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) provide for ratify, confirm the creation of, or cure any Permitted defect in the constitution of, such Liens on over the Collateral; (iii) provide for Permitted Collateral Liens, (iv) add to the Collateral for Collateral, (v) confirm and evidence the benefit release, termination, discharge or retaking of any of the Holders; Collateral when such release, termination, discharge or retaking is provided for in the Indenture, the Security Documents or the Intercreditor Agreement or (ivvi) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders holders of the Notes in any material respect; provided, however, that, respect as determined in good faith by the case Board of clauses Directors of the Parent Guarantor.
(iic) Except as provided in Sections 4.20(a) or (b) above and (iii) abovepursuant to or in connection with any Permitted Reorganization, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewalreplacement, the Company Parent Guarantor delivers to the TrusteeSecurity Agent either:
(iA) a solvency opinion, in form and substance satisfactory to the TrusteeSecurity Agent, from an independent financial advisor investment banking firm, appraisal firm or accounting firm of international standing confirming the solvency of the Company Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplement, modification or replacement; or
(iiiB) an Opinion opinion of Counselcounsel acceptable to the Security Agent, in form and substance satisfactory to the Trustee Security Agent, confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents Documents, as so amended, extended, renewed, restated, supplemented, modified or replaced remain replaced, are valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.; or
(cC) Nothing an Officer’s Certificate from the Parent Guarantor (acting in this Section 4.26 will restrict good faith), in the release or replacement form set forth as an exhibit to the Indenture, that confirms the solvency of any Collateral in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26, the Trustee and/or the Collateral Agent and/or the International Security Agent (as the case may be) will consent Parent Guarantor and its subsidiaries after giving effect to any transaction related to such amendment, extension, renewal, restatement, replacement, supplement, modification or replacement without the need for instructions from the Holdersrelease.
Appears in 1 contract
Samples: Indenture
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, and to the provisions governing the release of Collateral as described in Article 11, the Company The Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, take or knowingly or negligently omit to take, take any action which action or omission that would or could reasonably be expected to have the result of materially impairing the security interest Security Interests with respect to the Collateral (it being understood, subject to the proviso below, that the incurrence of Permitted Liens shall under no circumstances be deemed to materially impair the Security Interest with respect to the Collateral) for the benefit of the Trustee Finance Parties, and the HoldersParent shall not, unless such action or failure and shall not permit any Restricted Subsidiary to, grant to take action is otherwise permitted or contemplated by this Indenture or any Person other than the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, Agent for the benefit of the Finance Parties and the other beneficiaries described in the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, and the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoingAdditional Intercreditor Agreement, nothing any interest whatsoever in this Section 4.26 will restrict the discharge and release any of the security interest with respect to Collateral, except that (i) the Parent and its Restricted Subsidiaries may incur Permitted Liens, (ii) the Collateral may be discharged and released in accordance with the Indenture Finance Documents or the any Additional Intercreditor Agreement.
, (biii) At the direction of the Company and without the consent of the Holders, the Trustee and the Collateral Agent or the International applicable Security Agent (as applicable) Documents may be amended from time to time enter into one or more amendments to the Security Documents to: (i) cure any ambiguity, mistakesmistake, omission, defect defect, manifest error or inconsistency therein; (ii) provide for any Permitted Liens on Collateral; (iii) add to the Collateral for the benefit of the Holders; or therein and (iv) make the Parent and its Restricted Subsidiaries may amend the security interests in any other change thereto manner that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders Finance Parties in any material respect; provided, however, that, that in the case of clauses paragraphs (iii), (iii) and (iiiiv) above, no in addition to any other requirements set forth in the Finance Documents, the Security Document Documents may not be amended, extended, renewed, restated, supplemented supplemented, released or otherwise modified or replaced, unless contemporaneously with any such amendment, extension, renewal, restatement, supplement, modification or renewalaction, the Company Parent delivers to the Trustee:
Facility Agent, (iA) a solvency opinioneither (1) an Officer’s Certificate of the relevant Person, in form satisfactory to the Trustee, from an independent financial advisor confirming which confirms the solvency of the Company and its Subsidiaries, taken as a wholePerson granting such security interest, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement;
(ii) a certificate from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to such amendment, extension, renewal, restatement, supplementrelease, modification or replacement; or
, or (iii2) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, release, modification or replacement, the Lien or Liens securing the Notes Security Interests created under the Security Documents as Documents, so amended, extended, renewed, restated, supplemented, released, modified or replaced remain are valid and perfected Liens Security Interests not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens Security Interests were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, release, modification or replacement.
, (cB) Nothing an Officer’s Certificate stating that all conditions precedent in this Section 4.26 will restrict the release or replacement Finance Documents and the Senior Secured Note Finance Documents relating to any such action have been complied with and (C) an Opinion of Counsel stating that all conditions precedent in the Finance Documents and the Senior Secured Note Finance Documents relating to any Collateral in compliance with the provisions set out in Section 11.04such action have been complied with. In the event that the Company Parent complies with the requirements of this Section 4.26paragraph 16, the Trustee and/or Facility Agent and the Collateral Agent and/or the International Security Agent shall (as subject to customary protections and indemnifications each of the case may beFacility Agent and the Security Agent being indemnified and secured to its satisfaction) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement amendments without the need for instructions from the HoldersFinance Parties.
Appears in 1 contract
Impairment of Security Interest. (a) Subject to the rights of the holders of Permitted Liens, 10.1 The Parent and to the provisions governing the release of Collateral as described in Article 11, the Company shall will not, and shall the Company will not cause or permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would or could reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for (it being understood that the benefit incurrence of Liens on the Trustee and Collateral permitted by the Holders, unless such action or failure definition of Permitted Liens shall under no circumstances be deemed to take action is otherwise permitted or contemplated by this Indenture or the Security Documents. The Company shall not amend, modify or supplement, or permit or consent to any amendment, modification or supplement of, the Security Documents in any way that would be adverse to the Holders in any material respect, except as permitted under Articles 9 or 11 hereof, the Intercreditor Agreement or any other Security Documents. Notwithstanding the foregoing, nothing in this Section 4.26 will restrict the discharge and release of materially impair the security interest with respect to the Collateral) for the benefit of the Finance Parties (taken as a whole), and the Parent and the Company will not and the Company will not cause or permit any of its Restricted Subsidiaries to, grant to any Person other than the Collateral Agent, for the benefit of the Finance Parties and the other beneficiaries described in the Transaction Security Documents and the Intercreditor Agreement. Nothing in this provision shall restrict the discharge or release of the Collateral in accordance with this Agreement, the Indenture or Transaction Security Documents and the Intercreditor AgreementAgreement and the Company and its Restricted Subsidiaries may incur Permitted Liens.
(b) 10.2 At the direction request of the Company and without the consent of the HoldersNoteholders, the Trustee and the Collateral Agent or the International Security Agent (as applicable) may from time to time enter into one or more amendments to the Transaction Security Documents to: (i) cure any ambiguity, mistakes, omission, defect or inconsistency therein; , (ii) (but subject to compliance with the paragraph above) provide for any Permitted Liens on Collateral; Liens, (iii) add to the Collateral for the benefit of the Holders; or (iv) make any other change thereto that does not impair any security interest over any of the assets comprising the Collateral or otherwise adversely affect the Holders rights of the Finance Parties in any material respect; provided, however, that, in the case of clauses respect (ii) and (iii) above, no Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, renewal, restatement, supplement, modification or renewal, the Company delivers to the Trustee:
(i) a solvency opinion, in form satisfactory to the Trustee, from an independent financial advisor confirming the solvency of the Company and its Subsidiaries, taken as a whole).
10.3 In the event that Company complies with this paragraph 10 (Impairment of Security Interest), after giving effect the Agent and the Collateral Agent may (subject to any transactions related customary protections and indemnifications and the receipt of an Officers’ Certificate providing that the conditions precedent relating to the applicable requested action have been satisfied) consent to such amendment, extension, renewal, restatement, supplement, modification modification, replacement or replacement;
(ii) a certificate release with no need for instructions from the board of directors or chief financial officer of the relevant obligor (acting in good faith), in the form set forth as an exhibit to this Indenture, that confirms the solvency of the Person granting such Lien after giving effect to any transaction related to Noteholders provided such amendment, extensionextensions, renewal, restatement, supplement, modification modification, replacement or replacement; or
(iii) an Opinion of Counsel, in form satisfactory to the Trustee confirming that, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien or Liens securing the Notes created under the Security Documents as so amended, extended, renewed, restated, supplemented, modified or replaced remain valid and perfected Liens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.
(c) Nothing in this Section 4.26 will restrict the release or replacement of any Collateral is in compliance with the provisions set out in Section 11.04. In the event that the Company complies with the requirements of this Section 4.26Agreement, the Trustee and/or Transaction Security Documents and the Collateral Agent and/or the International Security Agent (as the case may be) will consent to any such amendment, extension, renewal, restatement, supplement, modification or replacement without the need for instructions from the HoldersIntercreditor Agreement.
Appears in 1 contract
Samples: Notes Purchase Agreement (Membership Collective Group Inc.)