New Security Documents. [Table_SecurityDocument]
New Security Documents. The New Security Documents together with all other documents required by any of them.
New Security Documents. 1. On the Effective Date, the Administrative Agent shall have received (i) evidence that the Lead Borrower and Carnival plc have designated the Obligations as Other Pari Passu Obligations in accordance with Section 4.12(b) of the Intercreditor Agreement, (ii) evidence that the Lead Borrower and Carnival plc have designated the Obligations as a First Lien Facility in accordance with Section 8.22 of the First Lien/Second Lien Intercreditor Agreement (iii) a copy of the Other Secured Party Consent, dated as of the Effective Date, executed by the Administrative Agent, as Authorized Representative under the U.S. Collateral Agreement and acknowledged by U.S. Bank National Association, as Pari Passu Collateral Agent, substantially in the form attached as Exhibit A to the U.S. Collateral Agreement, dated as of the Effective Date, (iv) certifications from the Lead Borrower in accordance with Section 5.19 of the U.S. Collateral Agreement (A) designating the Obligations to be secured on a pari passu basis with the then-outstanding Secured Obligations (as defined in the U.S. Collateral Agreement) as Other Secured Obligations (as defined in the U.S. Collateral Agreement), (B) identifying the Obligations so designated and the initial aggregate principal amount or face amount of the Obligations, (C) stating that the Obligations are designated as Other Secured Obligations for purposes of the U.S. Collateral Agreement, (D) representing that such designation of the Obligations as Other Secured Obligations is not prohibited by the Indenture (as defined in the U.S. Collateral Agreement) or any Other Secured Agreement (as defined in the U.S. Collateral Agreement) in effect, and (E) specifying the name and address of the Authorized Representative for such obligations and (v) a copy of Joinder Agreement to Intercreditor Agreement substantially in the form attached as Exhibit A to the Intercreditor Agreement, duly executed by the Administrative Agent, as New Authorized Representative, and acknowledged and agreed to by the Lead Borrower and Carnival plc.
2. On the Effective Date, the Administrative Agent shall have received financing statements with respect to the Loan Parties duly prepared for filing under the Uniform Commercial Code and written authorization to make such UCC filing under the Uniform Commercial Code.
New Security Documents the New Security Documents duly executed and delivered;
New Security Documents. 4.1 the New Pre-delivery Security Assignment and the New Cash Collateral Account Pledge each duly executed by the parties thereto (together with ail other documents to be executed and/or delivered to the Bank pursuant thereto); and
4.2 the New Contract Assignment Consent and Acknowledgment and the New Refund Guarantee Assignment Consent and Acknowledgment each duly executed;
New Security Documents. The Issuer and the Subsidiary Guarantors shall have furnished to the Purchaser:
(A) the New Security Documents duly executed, and if appropriate, notarized, by the respective parties thereto, in form and substance reasonably acceptable to the Purchaser, to be recorded on or about the Closing Date in all jurisdictions that may be deemed necessary or, in the reasonable opinion of the Secured Party, desirable to perfect or continue the perfection of the Liens created by the Original Security Documents covering the Collateral and to secure obligations of the Issuer and the Subsidiary Guarantors under the New Notes,
(B) endorsements to the existing title insurance policies insuring the liens of the Original Security Documents (I) increasing the coverage thereunder to reflect the issuance of the New Notes, (II) dating down the effective date of such coverage to the Closing Date, (III) reflecting the execution and delivery of the New Security Documents, and (IV) providing for such other matters as the Purchaser may reasonably require, all in form and substance reasonably satisfactory to the Purchaser, and
(C) any other documents required to be delivered on the Closing Date to the Secured Party pursuant to the Security Documents and reasonable evidence that all other actions necessary or, in the reasonable opinion of the Secured Party, desirable to perfect and protect the Liens created by the Security Documents have been taken.
New Security Documents. The Kleimar Guarantee and the Asteriks Security Documents duly executed and delivered;
New Security Documents the New Security Documents in respect of the relevant New Ship duly executed, delivered and (as applicable) registered together with all other documents required by any of them, including, without limitation, all notices of assignment and evidence that those notices will be duly acknowledged by the recipients;
New Security Documents. Within 90 days of the ---------------------- Amendment Effective Date (or if the Company is diligently pursuing such action, but has not completed such action within said 90 day period, within such additional period of as the Agent shall conclude is reasonably necessary to complete such actions), the Company shall, and shall cause each Borrower (after giving effect to this Third Amendment) to, deliver the following, in each case executed by a Responsible Officer:
(a) a certificate of the secretary or assistant secretary certifying (i) as to the incumbency of the officer or officers who is authorized to execute and deliver the Letter of Understanding, of even date herewith, this Third Amendment and the other Security Documents required hereby, together with the specimen signature of such officer or officers, (ii) that attached thereto are true and complete copies of the organizational documents of such Person, and (iii) that such officer or officers shall remain authorized to execute and deliver documents and receive and give notices under the Credit Documents until a written notice to the contrary is given;
(b) certificates of good standing and existence from the jurisdiction of formation of each such Person, to the extent such are available;
(c) a pledge agreement, in form and substance reasonably satisfactory to the Agent, pledging to the Agent, for the benefit of the Banks a Lien on all of the capital stock of each Guarantor and Borrower (other than the Company) to the extent such capital stock has not already been pledged, together with UCC financing statements describing such shares, and share certificates and stock powers, endorsed in blank (to the extent such shares are evidenced by physical certificates);
(d) a naval mortgage and financing statement executed by WMAI in favor of the Agent for the benefit of the Banks on the Panamanian flagged vessel, the Willbros 318;
(e) any other security documents, including financing statements, reasonably necessary or desirable to create and/or perfect the Lien intended to be granted by the Security Documents executed and delivered under Section 3.1(b) of this Third Amendment in such jurisdictions as the Agent may reasonably request, to the extent such creation and perfection is both cost-effective and practical;
(f) legal opinions of counsel in any jurisdiction wherein a Guarantor is formed or in which substantial collateral is located, if reasonably requested by the Agent;
(g) confirmation that each Additiona...
New Security Documents the New Security Documents (together with any documents and evidence required to be executed or delivered thereunder) duly executed;
