Security: Pari Passu Debt Creditors. (a) Other than as set out in this Clause 4.2, no Debtor shall (and each Debtor shall procure that no member of the Group will) grant to any of the Pari Passu Debt Creditors the benefit of any Security in respect of that Pari Passu Debt Creditor’s Secured Obligations or otherwise permit such Security to subsist. (b) Without prejudice to paragraphs (c) to (f) below, the Pari Passu Debt Creditors may take, accept or receive the benefit of any Security in respect of the Pari Passu Debt Liabilities from any member of the Group in addition to the Common Transaction Security that to the extent legally possible and subject to any Agreed Security Principles is, at the same time, also offered either: (i) to the Common Security Agent as trustee for the other Secured Parties in respect of their Liabilities; or (ii) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Common Security Agent as trustee for the Secured Parties: (A) to the other Secured Parties in respect of their Liabilities; or (B) to the Common Security Agent under a parallel debt structure for the benefit of the other Secured Parties, and (subject to the terms of this Agreement) ranks in the same order of priority as that contemplated in Clause 2.2 (Transaction Security), provided that all amounts received or recovered by any Secured Party with respect to such Security are immediately payable to the Common Security Agent to be held in accordance with this Agreement and applied in accordance with Clause 19 (Application of proceeds). (c) The Senior Secured 2019 Note Creditors may take, accept or receive the benefit of Security over the Senior Secured 2019 Notes Interest Accrual Account.
Appears in 3 contracts
Samples: Intercreditor Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Intercreditor Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Intercreditor Agreement (Melco Crown Entertainment LTD)
Security: Pari Passu Debt Creditors. (a) Other than as set out in this Clause 4.24.2 or in respect of the Common Transaction Security, no Debtor shall (and each Debtor shall procure that no member of the Group will) grant to any of the Pari Passu Debt Creditors the benefit of any Security in respect of that Pari Passu Debt Creditor’s Secured Obligations or otherwise permit such Security to subsist.
(b) Without prejudice to paragraphs (c) to and (fd) below, the Pari Passu Debt Creditors may take, accept or receive the benefit of any Security in respect of the Pari Passu Debt Liabilities from any member of the Group in addition to the Common Transaction Security that to the extent legally possible and subject to any Agreed Security Principles is, at the same time, also offered either:
(i) to the Common Security Agent as trustee for the other Secured Parties in respect of their Liabilities; or
(ii) in the case of any jurisdiction in which effective Security cannot be granted in favour of the Common Security Agent as trustee for the Secured Parties:
(A) to the other Secured Parties in respect of their Liabilities; or
(B) to the Common Security Agent under a parallel debt structure for the benefit of the other Secured Parties, and (subject to the terms of this Agreement) ranks in the same order of priority as that contemplated in Clause 2.2 (Transaction Security), provided that all amounts received or recovered by any Secured Party with respect to such Security are immediately payable to the Common Security Agent to be held in accordance with this Agreement and applied in accordance with Clause 19 (Application of proceeds).
(c) The Senior Secured 2019 Note Creditors may take, accept or receive the benefit of Security over the Senior Secured 2019 Notes Interest Accrual Account.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD)