No Impairment of Security Interests. (a) The Parent will not, and 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 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 holders of the Notes, and the Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, grant to 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 Collateral Documents and the Intercreditor Agreement, any interest whatsoever in any of the Collateral. (b) Notwithstanding Section 4.19(a) (1) nothing in this provision shall restrict the discharge or release of the Collateral in accordance with this Indenture, the Collateral Documents and the Intercreditor Agreement and (2) the Parent and its Restricted Subsidiaries may incur Permitted Collateral Liens; provided further, however, that no Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replaced, unless contemporaneously with such amendment, extension, replacement, restatement, supplement, modification or renewal, the Issuer delivers to the Trustee either (A) a solvency opinion, in form and substance reasonably satisfactory to the Trustee confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, supplement, modification or replacement or (B) 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 or replacement, the Lien or Liens securing the Notes created under the Collateral 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 or replacement which shall be substantially in the form attached to this Indenture. In the event that the Issuer complies with Section 4.19, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification or replacement with no need for instructions from holders of the Notes.
Appears in 2 contracts
Samples: Indenture (Sappi LTD), Indenture (Sappi LTD)
No Impairment of Security Interests. (a) The Parent will not, and 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 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 holders of the Notes, and the Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, grant to 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 Collateral Documents and the Intercreditor Agreement, any interest whatsoever in any of the Collateral.
(b) Notwithstanding Section 4.19(a) (1) nothing in this provision shall restrict the discharge or release of the Collateral in accordance with this Indenture, the Collateral Documents and the Intercreditor Agreement and (2) the Parent and its Restricted Subsidiaries may incur Permitted Collateral Liens.
(c) At the direction of the Issuer and without the consent of the holders of the Notes, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Collateral Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) provide for Permitted Collateral Liens, (iii) comply with the terms of the Intercreditor Agreement, (iv) add to the Collateral, (v) evidence the succession of another Person to the Issuer or a Guarantor and the assumption by such successor of the obligations under this Indenture, the Notes, the applicable Note Guarantee and the Collateral Documents, in each case, in accordance with Section 5.01, (vi) provide for the release of property and assets constituting Collateral from the Lien of the Collateral Documents or the release of the Guarantee of a Guarantor, in each case, in accordance with (and if permitted by) the terms of this Indenture, (vii) conform the Collateral Documents to the description in the Offering Memorandum, (viii) evidence and provide for the acceptance of the appointment of a successor Trustee or Security Agent or (ix) make any other change thereto that does not adversely affect the holders of the Notes in any material respect; provided furtherprovided, however, that except for the reasons specified in clauses (i) through (ix), no Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreplaced (including by releasing and retaking a Lien over the Collateral), unless contemporaneously with such amendment, extension, replacementreplacement (including by releasing and retaking a Lien over the Collateral), restatement, supplement, modification or renewal, the Issuer delivers to the Trustee either (A) a solvency opinion, in form and substance reasonably satisfactory to the Trustee Trustee, or a certificate of the Board of Directors of the Parent, confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, supplement, modification or replacement or (B) 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 or replacementreplacement (including by releasing and retaking a Lien over the Collateral), the Lien or Liens securing the Notes created under the Collateral Documents so amended, extended, renewed, restated, supplemented, modified or replaced are are, to the extent applicable, 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 replacement which shall be substantially in the form attached to this Indenturereplacement. In the event that the Issuer complies with Section 4.19, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification or replacement with no need for instructions from holders the Holders of the Notes.
Appears in 2 contracts
Samples: Indenture (Sappi LTD), Indenture (Sappi LTD)
No Impairment of Security Interests. (a) The Parent Subject to Section 4.22(c), the Issuer and each Guarantor will not, and Wind will not cause or permit any of its Restricted Subsidiaries to, take (i) take, or knowingly or negligently omit to take, any action which action act or omission might reasonably be expected to, or would have the result of of, materially impairing the security interest with respect to the Collateral Collateral; or (it being understood that ii) grant to any Person other than 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) Security Agent for the benefit of the Trustee and the holders of the Notes, and the Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the holders Holders of the Notes and the other beneficiaries described in the Collateral Documents and the Intercreditor Agreement, any interest whatsoever in any of the CollateralCollateral or except as permitted in this Indenture, the Priority Agreement and Security Documents.
(b) Notwithstanding Section 4.19(a) (1) nothing in this provision shall restrict At the discharge or release direction of the Issuer 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) subject to compliance with the foregoing paragraphs, provide for Permitted Collateral in accordance Liens to the extent permitted by this Indenture, (iii) comply with the terms of the Priority Agreement (iv) add to the Collateral, (v) evidence the succession of another Person to the Issuer and the assumption by such successor of the obligations under this Indenture, the Collateral Documents Notes and the Intercreditor Agreement Security Documents, in each case, in accordance with Section 4.10, (vi) provide for the release of property and assets constituting Collateral from the Lien of the Security Documents and/or the release of the Note Guarantee of a Guarantor, in each case, in accordance with (2and if permitted by) the Parent terms of this Indenture, (vii) conform the Security Documents to this Description of Notes, (viii) to evidence and provide for the acceptance of the appointment of a successor trustee or security agent or (ix) make any other change thereto that does not adversely affect the rights of Holders of the Notes in any material respect.
(c) Notwithstanding Section 4.22(a) or (b) and without the consent of the Holders of the Notes, (i) Wind and its Restricted Subsidiaries may incur Permitted Collateral LiensLiens in accordance with the terms of this Indenture and (ii) the Collateral may be discharged and released in accordance with the terms of this Indenture; provided further, however, that no Collateral Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreplaced (including released and retaken), unless contemporaneously with such amendment, extension, replacementrenewal, restatement, supplement, modification or renewalreplacement (including release and retake), the Issuer Wind delivers to the Trustee either one of the following: (A) a solvency opinionopinion from an internationally recognized investment bank or accounting firm, in form and substance reasonably satisfactory to the Trustee confirming the solvency of the Parent Wind and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, restatement, extension, renewal, supplement, modification or replacement (including released and retaken); (B) a certificate from the Board of Directors or chief financial officer of Wind (acting in good faith), in the form set forth as an exhibit to the Indenture, 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 release (including release and retake) or (BC) 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 or replacementreplacement (including release and retake), the Lien or Liens securing the Notes created under the Collateral Security Documents so amended, extended, renewed, restated, supplemented, modified or replaced (including 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, and 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. (including release and retake).
(d) In the event that the Issuer complies with this Section 4.194.22, the Trustee and the Security Agent shall will (subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification or replacement (including release and retake) with no need for instructions from holders Holders of the Notes.
Appears in 1 contract
Samples: Indenture (VimpelCom Ltd.)
No Impairment of Security Interests. (a) The Parent Subject to Section 4.22(b), the Issuer and each Guarantor will not, and Wind will not cause or permit any of its Restricted Subsidiaries to, take (i) take, or knowingly or negligently omit to take, any action which action act or omission might reasonably be expected to, or would have the result of of, materially impairing the security interest with respect to the Collateral or the ability to share in the proceeds of any other Credit Support Asset; or (it being understood that ii) grant to any Person other than 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) Security Agent for the benefit of the Trustee and the holders of the Notes, and the Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, grant to any Person other than the Security Agent, for the benefit of the Trustee and the holders Holders of the Notes and the other beneficiaries described in the Collateral Documents and the Intercreditor Agreement, any interest whatsoever in the Collateral or any of other Credit Support Asset except as permitted in this Indenture, the CollateralPriority Agreement and Security Documents.
(b) Notwithstanding Section 4.19(a) (1) nothing in this provision shall restrict At the discharge or release direction of the Issuer 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) subject to compliance with the foregoing paragraphs, provide for Permitted Collateral in accordance Liens to the extent permitted by this Indenture, (iii) comply with the terms of the Priority Agreement (iv) add to the Collateral, (v) evidence the succession of another Person to the Issuer and the assumption by such successor of the obligations under this Indenture, the Collateral Documents Notes and the Intercreditor Agreement Security Documents, in each case, in accordance with Section 5.01, (vi) provide for the release of property and assets constituting Collateral from the Lien of the Security Documents and/or the release of the Note Guarantee of a Guarantor, in each case, in accordance with (2and if permitted by) the Parent terms of this Indenture, (vii) conform the Security Documents to this Description of Notes, (viii) to evidence and provide for the acceptance of the appointment of a successor trustee or security agent or (ix) make any other change thereto that does not adversely affect the rights of Holders of the Notes in any material respect.
(c) Notwithstanding Section 4.22(a) or (b) and without the consent of the Holders of the Notes, (i) Wind and its Restricted Subsidiaries may incur Permitted Collateral LiensLiens in accordance with the terms of this Indenture and (ii) the Collateral may be discharged and released in accordance with the terms of this Indenture; provided further, however, that no Collateral Security Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreplaced (including released and retaken), unless contemporaneously with such amendment, extension, replacementrenewal, restatement, supplement, modification or renewalreplacement (including release and retake), the Issuer delivers to the Trustee either one of the following: (A) a solvency opinionopinion from an internationally recognized investment bank or accounting firm, in form and substance reasonably satisfactory to the Trustee confirming the solvency of the Parent Wind and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, restatement, extension, renewal, supplement, modification or replacement (including released and retaken); (B) a certificate from the Board of Directors or chief financial officer of Wind (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, replacement, supplement, modification or release (including release and retake) or (BC) 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 or replacementreplacement (including release and retake), the Lien or Liens securing the Notes created under the Collateral Security Documents so amended, extended, renewed, restated, supplemented, modified or replaced (including 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, and 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. (including release and retake).
(d) In the event that the Issuer complies with this Section 4.194.22, the Trustee and the Security Agent shall will (subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification or replacement (including release and retake) with no need for instructions from holders Holders of the Notes.
Appears in 1 contract
Samples: Indenture (VimpelCom Ltd.)
No Impairment of Security Interests. (a) The Parent will not, and 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 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 holders of the Notes, and the Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, grant to 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 Collateral Documents and the Intercreditor Agreement, any interest whatsoever in any of the Collateral.
(b) Notwithstanding Section 4.19(a) (1) nothing in this provision shall restrict the discharge or release of the Collateral in accordance with this Indenture, the Collateral Documents and the Intercreditor Agreement and (2) the Parent and its Restricted Subsidiaries may incur Permitted Collateral Liens.
(c) At the direction of the Issuer and without the consent of the holders of the Notes, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Collateral Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) provide for Permitted Collateral Liens, (iii) comply with the terms of the Intercreditor Agreement, (iv) add to the Collateral, (v) evidence the succession of another Person to the Issuer or a Guarantor and the assumption by such successor of the obligations under the Indenture, the Notes, the applicable Note Guarantee and the Collateral Documents, in each case, in accordance with Section 5.01, (vi) provide for the release of property and assets constituting Collateral from the Lien of the Collateral Documents or the release of the Guarantee of a Guarantor, in each case, in accordance with (and if permitted by) the terms of this Indenture, (vii) conform the Collateral Documents to the description in the Offering Memorandum, (viii) evidence and provide for the acceptance of the appointment of a successor Trustee or Security Agent or (ix) make any other change thereto that does not adversely affect the holders of the Notes in any material respect; provided furtherprovided, however, that except for the reasons specified in clauses (i) through (ix), no Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreplaced (including by releasing and retaking a Lien over the Collateral), unless contemporaneously with such amendment, extension, replacementreplacement (including by releasing and retaking a Lien over the Collateral), restatement, supplement, modification or renewal, the Issuer delivers to the Trustee either (A) a solvency opinion, in form and substance reasonably satisfactory to the Trustee Trustee, or a certificate of the Board of Directors of the Parent, confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, supplement, modification or replacement or (B) 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 or replacementreplacement (including by releasing and retaking a Lien over the Collateral), the Lien or Liens securing the Notes created under the Collateral Documents so amended, extended, renewed, restated, supplemented, modified or replaced are are, to the extent applicable, 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 replacement which shall be substantially in the form attached to this Indenturereplacement. In the event that the Issuer complies with Section 4.19, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification or replacement with no need for instructions from holders the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Sappi LTD)
No Impairment of Security Interests. (a) The Parent will not, and 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 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 holders of the Notes, and the Parent will not, and will not cause or permit any of its Restricted Subsidiaries to, grant to 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 Collateral Documents and the Intercreditor Agreement, any interest whatsoever in any of the Collateral.
(b) Notwithstanding Section 4.19(a) (1) nothing in this provision shall restrict the discharge or release of the Collateral in accordance with this Indenture, the Collateral Documents and the Intercreditor Agreement and (2) the Parent and its Restricted Subsidiaries may incur Permitted Collateral Liens.
(c) At the direction of the Issuer and without the consent of the holders of the Notes, the Trustee and the Security Agent may from time to time enter into one or more amendments to the Collateral Documents to: (i) cure any ambiguity, omission, defect or inconsistency therein, (ii) provide for Permitted Collateral Liens, (iii) comply with the terms of the Intercreditor Agreement, (iv) add to the Collateral, (v) evidence the succession of another Person to the Issuer or a Guarantor and the assumption by such successor of the obligations under the Indenture, the Notes, the applicable Note Guarantee and the Collateral Documents, in each case, in accordance with Section 5.01, (vi) provide for the release of property and assets constituting Collateral from the Lien of the Collateral Documents or the release of the Guarantee of a Guarantor, in each case, in accordance with (and if permitted by) the terms of this Indenture, (vii) conform the Collateral Documents to the description in the Offering Memorandum, (viii) evidence and provide for the acceptance of the appointment of a successor Trustee or Security Agent or (ix) make any other change thereto that does not adversely affect the holders of the Notes in any material respect; provided furtherprovided, however, that except for the reasons specified in clauses (i) through (ix), no Collateral Document may be amended, extended, renewed, restated, supplemented or otherwise modified or replacedreplaced (including by releasing and retaking a Lien over the Collateral), unless contemporaneously with such amendment, extension, replacementreplacement (including by releasing and retaking a Lien over the Collateral), restatement, supplement, modification or renewal, the Issuer delivers to the Trustee either (A) a solvency opinion, in form and substance reasonably satisfactory to the Trustee Trustee, or a certificate of the Board of Directors of the Parent, confirming the solvency of the Parent and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such amendment, extension, renewal, supplement, modification or replacement or (B) 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 or replacementreplacement (including by releasing and retaking a Lien over the Collateral), the Lien or Liens securing the Notes created under the Collateral Documents so amended, extended, renewed, restated, supplemented, modified or replaced are are, to the extent applicable, 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 replacement which shall be substantially in the form attached to this Indenturereplacement. In the event that the Issuer complies with Section 4.19, the Trustee and the Security Agent shall (subject to customary protections and indemnifications) consent to such amendment, extension, renewal, restatement, supplement, modification or replacement with no need for instructions from holders of the Notes.and
Appears in 1 contract
Samples: Indenture (Sappi LTD)
