Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security Documents. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent shall hold the Collateral in trust for the benefit of the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements. (b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith. (c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Guarantees, acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder. (d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Guarantees or any other instrument governing, evidencing or relating to any Debt; (ii) the time, order or method of attachment of any Liens; (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; (iv) the time of taking possession or control over any Collateral; or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors: (i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and Guarantees; and (ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.
Appears in 3 contracts
Samples: Indenture (T F Bell Holdings LTD), Indenture (Townfrost LTD), Indenture (Portishead Insurance Management LTD)
Security; Security Documents. (a1) The due and punctual payment of the principal ofCompany hereby agrees, interest on and Additional Amounts, if any, on the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security Documents. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent shall hold the Collateral in trust for the benefit of the Holders of the Notes, the Trustee and the Security Trustee to grant a mortgage, charge and/or pledge of, and security interest in, or cause the Subsidiary Guarantors to grant a mortgage, charge and/or pledge of, and security interest in, as the case may be, all Collateral owned by the Company and the Subsidiary Guarantors (including the Capital Stock of the Initial Subsidiary Guarantors) on a first priority basis (subject to Permitted Liens) on the Original Issue Date in order to secure the obligations of the Company to the Holders, the Trustee and the Security Trustee under the Notes, the Indenture and the Security Documents and of such Subsidiary Guarantors to the Holders, the Trustee and the Security Trustee under their respective Subsidiary Guarantees. Such Collateral may also secure, on a priority basis, the Company’s and the Subsidiary Guarantors’ respective obligations to the holders of any Permitted Priority Secured Indebtedness Incurred in compliance with Section 4.06, if and when issued.
(2) Each of the Company and each Subsidiary Guarantor hereby covenant
(A) to perform and observe their obligations under the Security Documents and (B) take any and all commercially reasonable actions (including, without limitation, under the covenants set forth in the Security Documents and in this Article 10) required to cause the Security Documents to create and maintain, as security for the obligations contained in this Indenture, the Notes and the Security Documents, valid and enforceable Liens, on a first priority basis, and perfected (except as expressly provided herein or therein) Liens in and on, all of the Holders pursuant Collateral, in favor of the Security Trustee, superior to and prior to the rights of all third Persons and subject to no other Liens (other than Permitted Liens), in each case, except as expressly permitted herein, therein or in any Intercreditor Agreement:
(b) So long as no Default has occurred and is continuing, and subject to the terms of the Security Documents, the Company and shall act as mortgagee or security holder under all mortgages or standard securitiesthe Subsidiary Guarantors, as beneficiary under the case may be, will be entitled to exercise any and all deeds voting rights and to receive and retain any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits, divisions or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of trust and as secured party under the applicable security agreementsCapital Stock constituting Collateral.
(bc) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for foreclosure foreclosure, enforcement and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent Trustee to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(cd) The Trustee, the Security Agent Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees, acknowledge that, as more fully set forth in the Security Documents, acknowledges that the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders Secured Parties (including the Holders) under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent Trustee, the Trustee and the Holders Secured Parties (including the Holders) is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(de) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Subsidiary Guarantees or any other instrument governing, evidencing or relating to any Debt; Indebtedness, (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under the Uniform Commercial Code or any other law of any relevant jurisdiction governing relative priorities of secured creditors:
(i1) the Liens will rank at least equally and ratably with all valid, enforceable and perfected LiensLiens (excluding any priority Liens permitted to be granted in respect of any Permitted Priority Secured Indebtedness), whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Subsidiary Guarantees; and
(ii2) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.
Appears in 3 contracts
Security; Security Documents. (a) The due and punctual payment of the principal of, and interest on and Additional Amounts, if any, on on, the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on on, the Notes and Note Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security DocumentsDocuments to be entered into within the time periods set forth on Schedule II attached hereto. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral LiensLiens and the terms of each Intercreditor Agreement, the Security Agent is hereby appointed as trustee and shall hold the Collateral in trust for the benefit of itself, the Trustee and all of the Holders pursuant to the terms of the Security DocumentsDocuments and each Intercreditor Agreement, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements. The Security Agent hereby accepts its appointment as trustee of the Collateral with effect from the date of this Agreement and subject to the terms of each Intercreditor Agreement, declares that it holds the Collateral in trust for the benefit of itself, the Trustee and all the other Holders in accordance with this Agreement and the other provisions of the Security Documents and each Intercreditor Agreement.
(b) Each Holder of the NotesHolder, by its acceptance thereof, consents and agrees to the terms of each Intercreditor Agreement and the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect upon execution thereof within the time periods set forth on Schedule II attached hereto or as may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Note Guarantees, acknowledge acknowledges that, as more fully set forth in the Security DocumentsDocuments to be entered into within the time periods set forth on Schedule II attached hereto, the Collateral as now constituted as of such date or hereafter thereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, subject to each Intercreditor Agreement, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, each Intercreditor Agreement, the Notes, the Note Guarantees or any other instrument governing, evidencing or relating to any Debt; Indebtedness, (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Note Guarantees; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security DocumentsDocuments and each Intercreditor Agreement.
(e) Subject to Section 11.01(f), as well as the operation of the Agreed Security Principles and each Intercreditor Agreement, the Security Agent’s Liens on the Collateral with respect to the Note Obligations are required to be perfected:
(i) in the case of the Collateral described in clause (a) of the definition of “Collateral,” the Guarantors must make all necessary UCC filings against such assets no later than the Issue Date;
(ii) in the case of the Collateral described in clause (b) of the definition of “Collateral,” (x) not later than four (4) succeeding Business Days after the Issue Date, by providing evidence to the Security Agent of the registration of the mortgage over each Pledged Vessel at the relevant ship registry relating to such Pledged Vessel or evidence of the submission of such registration and (y) in order to assist in establishing priority, not later than five (5) succeeding Business Days after the Issue Date, by providing evidence to the Security Agent that each notice under the relevant insurance assignment has been validly served in accordance with the provisions thereof. No steps are required under the laws of Bermuda to perfect such security interest; however, in order to secure its ranking in point of priority, the security interests granted over each Pledged Vessel held by, and the shares of, the Guarantors incorporated in Bermuda will be registered with the Registrar of Companies in Bermuda pursuant to section 55 of the Companies Act within ten (10) Business Days of the Issue Date; and
(iii) in the case of the Collateral described in clause (c) of the definition of “Collateral,” the Guarantors must execute and deliver all applicable pledge agreements with respect to pledged equity interests in each applicable jurisdiction not later than ten (10) succeeding Business Days after the Issue Date.
Appears in 2 contracts
Samples: Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.)
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations of the Issuer and the Guarantors to the Holders, the Trustee and the Collateral Agent under this IndentureIndenture and the Security Documents, shall be secured as provided in the Security Documents. The Trustee, the Security Collateral Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Collateral Agent shall hold the Collateral in trust for the benefit of the Trustee and all of the Holders Secured Parties pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Collateral Agent to execute such Security Documents and perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Collateral Agent and each Holder, by accepting the Notes and the Note Guarantees, acknowledge acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security DocumentsSecured Parties, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders Secured Parties is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Note Guarantees or any other instrument governing, evidencing or relating to any Debt; Indebtedness, (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i1) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Note Guarantees; and
(ii2) all proceeds of the Collateral applied under collected pursuant to the Security Documents shall be allocated and distributed as set forth in Section 6.10 of this Indenture
(e) The Issuer shall, and shall cause each Subsidiary Guarantor to, (i) complete all filings and other similar actions required in connection with the creation and perfection of the security interests in the Collateral owned by it in favor of the Secured Parties, as and to the extent contemplated by the Security DocumentsDocuments set forth on Schedule I attached hereto within the time periods set forth therein and deliver, and cause each Guarantor to deliver, such other agreements, instruments, certificates and opinions of counsel that may be necessary or advisable or as may be reasonably requested by the Collateral Agent in connection therewith and (ii) take all actions necessary to maintain such security interests.
Appears in 2 contracts
Samples: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Security; Security Documents. (a) The due and punctual payment To secure the Obligations of the principal of, interest on and Additional Amounts, if any, on Company with respect to the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Guarantees and performance of all other obligations Obligations of the Company under this or relating to the Indenture, shall be secured as provided the Company will on the Issue Date (i) grant, in favor of the Collateral Agent, a first-priority perfected security interest on the Equity Interests now or hereafter acquired of GeoPark Chile and GeoPark Colombia of the Company (collectively, the “Initial Share Collateral”), (ii) grant, in favor of the Collateral Agent, a first-priority perfected security interest in the Security Documents. The TrusteeInitial Intercompany Loans (the “Initial Intercompany Loan Collateral”), (iii) deliver a Promissory Note in the form of a xxxxxx con carta de instrucciones, in the name of the Company issued by GeoPark Xxxxxx SAS relating to the Initial Intercompany Loans between the Company and GeoPark Xxxxxx and endorse it in guaranty in the name of the holder and physically deliver it to the Collateral Agent (the “Initial Xxxxxx” and, together with the Initial Share Collateral and the Initial Intercompany Loan Collateral, the Security Agent“Initial Collateral”). After the Issue Date, the Issuer Company, Parent and Restricted Subsidiaries will, from time to time, grant in favor of the Guarantors hereby agree that, Collateral Agent a first-priority perfected security interest in the Collateral (subject to Permitted Collateral Liens) as required pursuant to Section 4.12.
(b) If any Collateral required to be pledged under the Indenture that is (i) not automatically subject to a first-priority perfected security interest under the Security Documents that exists as of any date, or (ii) is required to be pledged pursuant to Section 4.12, then the Company, shall notify the Collateral Agent in writing thereof and, in each case at the sole cost and expense of the Company and as soon as reasonably practicable, execute and deliver to the Collateral Agent additional Security Documents or supplements to existing Security Documents, and other documentation (in form and scope, and covering such Collateral on such terms, in each case consistent with the Security Documents in effect on the Issue Date and as further described in Section 4.12), and take such additional actions (including any of the actions described in Section 4.12) as are reasonably necessary to create and fully perfect (except to the extent perfection is not required thereunder) in favor of the Collateral Agent under the Security Documents a valid and enforceable first priority security interest in such Collateral, which shall be free of any other Liens except for Permitted Collateral Liens. Any security interest provided pursuant to this clause )b) shall be accompanied by such Opinions of Counsel as to the validity and perfection of the Liens on such property to the Company as customarily given by counsel in the relevant jurisdiction, in form and substance customary for such jurisdiction. In addition, the Security Agent Company shall hold deliver an Officers’ Certificate to the Collateral Agent certifying that the necessary measures have been taken to perfect the security interest in trust for such property.
(c) The Company and any Guarantor shall comply, and shall cause each Restricted Subsidiary, to the benefit of extent it is a party thereto, to comply, with all covenants and agreements contained in the Trustee and Security Documents.
(d) Each Holder, by accepting a Note, agrees to all of the Holders pursuant to the terms and provisions of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), as the same may be in effect or may be amended from time to time in accordance with their terms, pursuant to the provisions of the Indenture and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewithDocuments.
(ce) The Trustee, As among the Security Agent and each Holder, by accepting the Notes and the Guarantees, acknowledge that, as more fully set forth in the Security DocumentsHolders, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Trustee and all Holders without preference, priority or distinction of any thereof over any other by reason of differences in time of issuance, sale or otherwise, as security for the Holders Obligations under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunderor any Notes.
(df) Notwithstanding (i) anything The Company and any Guarantor shall comply, and shall cause each Restricted Subsidiary to waive any release, impairment of, non-perfection or invalidity of any direct or indirect security, or the contrary contained in this Indenturerelease of any such security, for any obligation of the Security Documents, Company under the Notes, the Guarantees Indenture or any other instrument governing, evidencing or relating to any Debt; (ii) the time, order or method of attachment of any Liens; (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; (iv) the time of taking possession or control over any Collateral; or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and Guarantees; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security DocumentsNotes.
Appears in 2 contracts
Samples: Indenture (GeoPark LTD), Indenture (GeoPark Holdings LTD)
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security DocumentsDocuments and subject to a maximum aggregate amount equal to the Collateral Cap, and subject to any additional limitations set forth therein. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Note Guarantees, acknowledge acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of on the Collateral contemplated by this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents Documents, including all limitations set forth herein and therein (including the Collateral Cap), and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Note Guarantees or any other instrument governing, evidencing or relating to any Debt; Indebtedness, (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank (or be deemed pursuant to the Intercreditor Agreement to rank) equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Note Guarantees; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.
(e) The Security Agent’s Liens on the Collateral described in clause (2) of the definition of “Collateral,” are required to be granted and perfected not later than the 20th day after the Issue Date; provided that, if any government office is closed on one or more days on which it would normally be open, such Lien will be granted and perfected not later than the 30th day after the Issue Date (or if any such day falls on a date that is not a Business Day, such deadline shall instead be the Business Day next succeeding such date).
Appears in 1 contract
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes Obligations and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment interest payment date in accordance with Section 2.7(a), on the Maturity Date, at maturity, by acceleration, repurchase, redemption upon acceleration or otherwise, default interest on the overdue principal of and interest (to the extent permitted by lawin accordance with Section 2.7(b), if any, on the Notes and Guarantees and performance of all other obligations under this IndentureAgreement, shall be secured as provided in the Security Documents. The TrusteeAdministrative Agent, the Security Agent, the Issuer Borrowers and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent – to the maximum extent permitted under applicable law - shall hold the Collateral in trust for the benefit of itself, the Trustee Administrative Agent and all of the Holders Lenders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, Lender consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The TrusteeAdministrative Agent, the Security Agent and each Holder, by accepting the Notes and the Guarantees, acknowledge Lender acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders Lenders under the Security Documents, and that the Lien of this Indenture and on the Collateral securing the Obligations under Security Documents in respect of the Security Agent and the Holders Lenders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Guarantees or any other instrument governing, evidencing or relating to any Debt; (ii) the time, order or method of attachment of any Liens; (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; (iv) the time of taking possession or control over any Collateral; or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and Guarantees; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.
Appears in 1 contract
Samples: Term Loan Agreement (Carnival PLC)
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security Documents. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent is hereby appointed as trustee and shall hold the Collateral in trust for the benefit of itself, the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements. The Security Agent hereby accepts its appointment as trustee of the Collateral with effect from the date of this Agreement and declares that it holds the Collateral in trust for the benefit of itself, the Trustee and all the other Holders in accordance with this Agreement and the other provisions of the Security Documents.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Guarantees, acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Guarantees or any other instrument governing, evidencing or relating to any Debt; (ii) the time, order or method of attachment of any Liens; (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; (iv) the time of taking possession or control over any Collateral; or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and Guarantees; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.
Appears in 1 contract
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security DocumentsDocuments to be entered into no later than four (4) Business Days after the Issue Date. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent is hereby appointed as trustee and shall hold the Collateral in trust for the benefit of itself, the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements. The Security Agent hereby accepts its appointment as trustee of the Collateral with effect from the date of this Agreement and declares that it holds the Collateral in trust for the benefit of itself, the Trustee and all the other Holders in accordance with this Agreement and the other provisions of the Security Documents.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect upon execution thereof no later than four (4) Business Days after the Issue Date or as may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Note Guarantees, acknowledge acknowledges that, as more fully set forth in the Security DocumentsDocuments to be entered into no later than four (4) Business Days after the Issue Date, the Collateral as now constituted as of such date or hereafter thereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Note Guarantees or any other instrument governing, evidencing or relating to any Debt; Indebtedness, (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Note Guarantees; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.
(e) Subject to Section 11.01(f) and the Agreed Security Principles, the Security Agent’s Liens on the Collateral are required to be perfected:
(i) in the case of the Collateral described in clause (a) of the definition of “Collateral,” the Guarantors must make all necessary UCC filings against such assets no later than three (3) succeeding Business Days after the Issue Date; and
(ii) in the case of the Collateral described in clause (b) of the definition of “Collateral,” (x) not later than four (4) succeeding Business Days after the Issue Date, by providing evidence to the Security Agent of the registration of the mortgage over each Pledged Vessel at the relevant ship registry relating to such Pledged Vessel or evidence of the submission of such registration, (y) in order to assist in establishing priority, not later than five (5) succeeding Business Days after the Issue Date, by providing evidence to the Security Agent that each notice under the relevant insurance assignment has been validly served in accordance with the provisions thereof and (z) not later than five (5) succeeding Business Days after the Issue Date, Sirena Acquisition will provide an updated copy of its register of mortgages and charges showing entry of the details of the charge over Sirena Acquisition’s Pledged Vessel pursuant to section 54 of the Companies Act (as revised) of the Cayman Islands and in order to assist in establishing priority (however failure by Sirena Acquisition to enter in such register the details of such charge does not affect the validity, enforceability or perfection of the charge). No steps are required under the laws of Bermuda to perfect such security interest; however, in order to secure its ranking in point of priority, the security interest granted over the Pledged Vessel will be registered with the Registrar of Companies in Bermuda pursuant to section 55 of the Companies Act within five (5) Business Days of the Issue Date.
Appears in 1 contract
Security; Security Documents. (a1) The due and punctual payment of the principal ofCompany hereby agrees, interest on and Additional Amounts, if any, on the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security Documents. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent shall hold the Collateral in trust for the benefit of the Holders of the Notes, the Trustee and the Security Trustee to grant a mortgage, charge and/or pledge of, and security interest in, or cause the Subsidiary Guarantors to grant a mortgage, charge and/or pledge of, and security interest in, as the case may be, all Collateral owned by the Company and the Subsidiary Guarantors (including the Capital Stock of the Initial Subsidiary Guarantors) on a first priority basis (subject to Permitted Liens) on the Original Issue Date in order to secure the obligations of the Company to the Holders, the Trustee and the Security Trustee under the Notes, the Indenture and the Security Documents and of such Subsidiary Guarantors to the Holders, the Trustee and the Security Trustee under their respective Subsidiary Guarantees. Such Collateral may also secure, on a priority basis, the Company’s and the Subsidiary Guarantors’ respective obligations to the holders of any Permitted Priority Secured Indebtedness Incurred in compliance with Section 4.06, if and when issued.
(2) Each of the Company and each Subsidiary Guarantor hereby covenant (A) to perform and observe their obligations under the Security Documents and (B) take any and all commercially reasonable actions (including, without limitation, under the covenants set forth in the Security Documents and in this Article 10) required to cause the Security Documents to create and maintain, as security for the obligations contained in this Indenture, the Notes and the Security Documents, valid and enforceable Liens, on a first priority basis, and perfected (except as expressly provided herein or therein) Liens in and on, all of the Holders pursuant Collateral, in favor of the Security Trustee, superior to and prior to the rights of all third Persons and subject to no other Liens (other than Permitted Liens), in each case, except as expressly permitted herein, therein or in any Intercreditor Agreement:
(b) So long as no Default has occurred and is continuing, and subject to the terms of the Security Documents, the Company and shall act as mortgagee or security holder under all mortgages or standard securitiesthe Subsidiary Guarantors, as beneficiary under the case may be, will be entitled to exercise any and all deeds voting rights and to receive and retain any and all cash dividends, stock dividends, liquidating dividends, non-cash dividends, shares or stock resulting from stock splits, divisions or reclassifications, rights issues, warrants, options and other distributions (whether similar or dissimilar to the foregoing) in respect of trust and as secured party under the applicable security agreementsCapital Stock constituting Collateral.
(bc) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for foreclosure foreclosure, enforcement and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent Trustee to perform its respective obligations and exercise its respective rights thereunder in accordance therewith.
(cd) The Trustee, the Security Agent Trustee and each Holder, by accepting the Notes and the Subsidiary Guarantees, acknowledge that, as more fully set forth in the Security Documents, acknowledges that the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders Secured Parties (including the Holders) under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent Trustee, the Trustee and the Holders Secured Parties (including the Holders) is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(de) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Subsidiary Guarantees or any other instrument governing, evidencing or relating to any Debt; Indebtedness, (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under the Uniform Commercial Code or any other law of any relevant jurisdiction governing relative priorities of secured creditors:
(i1) the Liens will rank at least equally and ratably with all valid, enforceable and perfected LiensLiens (excluding any priority Liens permitted to be granted in respect of any Permitted Priority Secured Indebtedness), whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Subsidiary Guarantees; and
(ii2) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.
Appears in 1 contract
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security Documents. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Note Guarantees, acknowledge acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Note Guarantees or any other instrument governing, evidencing or relating to any Debt; Indebtedness, (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Note Guarantees; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents, subject to the Intercreditor AgreementAgreements and any Additional Intercreditor Agreement.
(e) Subject to the Agreed Security Principles, the Security Agent’s Liens on the Collateral are required to be perfected within the following timeframes:
(i) in the case of the Collateral described in clause (i) of the definition of “Collateral,” not later than the fifth day after the Issue Date (or, in the case of shares of entities organized in Italy, the 15th day after the Issue Date; provided that, if any Italian government office is closed on one or more days on which it would normally be open, such Lien will be required to be perfected not later than the day that is the later of (x) the 15th day after the Issue Date and (y) the business day following the 15th day after the latest date such government office was closed on a day on which it would normally be open);
(ii) in the case of the Collateral described in clause (ii) of the definition of “Collateral,” not later than the 30th day after the Issue Date (or, in the case of Vessels flagged in Italy, the 45th day after the Issue Date); provided that, if any government office is closed on one or more days on which it would normally be open, such Lien will be required to be perfected not later than the day that is the later of (x) the 30th (or 45th, as applicable) day after the Issue Date and (y) the business day following the 15th day (or, in the case of Vessels flagged in Italy, the 21st day) after the latest date such government office was closed on a day on which it would normally be open;
(iii) in the case of the Collateral described in clause (iii) of the definition of “Collateral,” not later than the 30th day after the Issue Date with respect to recordings with the United States Patent Office and Trademark Office or the United States Copyright Office, as applicable and, using commercially reasonable efforts, not later than the 90th day after the Issue Date with respect to filings with the relevant governmental authorities in the United Kingdom, Germany and the European Union Intellectual Property Office; provided that, if any government office is closed on one or more days on which it would normally be open, such Lien will be required to be perfected not later than the day that is the later of (x) the 30th (or 90th, as applicable) day after the Issue Date and (y) the business day following the 15th day after the latest date such government office was closed on a day on which it would normally be open; and
(iv) in the case of the Collateral described in clause (iv) of the definition of “Collateral,” the Issuer and the Guarantors must make all necessary UCC filings against such assets not later than the fifth day after the Issue Date. To the extent any deadline in the foregoing paragraphs falls on a date that is not a Business Day, the deadline shall instead be the Business Day next succeeding such date.
Appears in 1 contract
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes Obligations and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment interest payment date in accordance with Section 2.7(a), on the Maturity Date, at maturity, by acceleration, repurchase, redemption upon acceleration or otherwise, default interest on the overdue principal of and interest (to the extent permitted by lawin accordance with Section 2.7(b), if any, on the Notes and Guarantees and performance of all other obligations under this IndentureAgreement, shall be secured as provided in the Security Documents. The TrusteeAdministrative Agent, the Security Agent, the Issuer Borrowers and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent – to the maximum extent permitted under applicable law - shall hold the Collateral in trust for the benefit of itself, the Trustee Administrative Agent and all of the Holders Lenders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, Lender consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The TrusteeAdministrative Agent, the Security Agent and each Holder, by accepting the Notes and the Guarantees, acknowledge Lender acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders Lenders under the Security Documents, and that the Lien of this Indenture and on the Collateral securing the Obligations under Security Documents in respect of the Security Agent and the Holders Lenders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this IndentureAgreement, the Security Documents, the Notes, the Guarantees or any other instrument governing, evidencing or relating to any Debt; Indebtedness, (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture Agreement to exist and to rank equally and ratably with the Notes and GuaranteesLien on the Collateral securing the Obligations; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement.
Appears in 1 contract
Samples: Term Loan Agreement (Carnival PLC)
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security Documents. The Trustee, the Security Agent, the Issuer Issuers and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent shall hold the Collateral in trust for the benefit of the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Guarantees, acknowledge acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) For the purposes of the Security Documents governed by Italian law, each Holder of the Notes and the Trustee appoints the Security Agent:
(i) to act as his/its agent in connection with this Indenture;
(ii) to act as its trustee in relation to any Security Documents; and
(iii) in addition to the foregoing, and to the extent necessary - with the express consent pursuant to article 1395 of the Italian Civil Code - to be its mandatario con rappresentanza and common representative to act on its/their behalf in connection with any actions to be taken in
(e) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Guarantees or any other instrument governing, evidencing or relating to any Debt; , (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i1) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and Guarantees; and
(ii2) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement.
Appears in 1 contract
Samples: Indenture (Ardagh Group S.A.)
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security Documents. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Note Guarantees, acknowledge acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Guarantees or any other instrument governing, evidencing or relating to any Debt; (ii) the time, order or method of attachment of any Liens; (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; (iv) the time of taking possession or control over any Collateral; or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and Guarantees; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security DocumentsDocuments and subject to a maximum aggregate amount equal to the Collateral Cap, and subject to any additional limitations set forth therein. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Note Guarantees, acknowledge acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of on the Collateral contemplated by this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents Documents, including all limitations set forth herein and therein (including the Collateral Cap), and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Note Guarantees or any other instrument governing, evidencing or relating to any Debt; Indebtedness, (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Note Guarantees; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.
(e) The Security Agent’s Liens on the Collateral are required to be granted and perfected within the following timeframes:
(i) in the case of the Collateral described in clause (b) of the definition of “Collateral,” not later than the 10th day after the Issue Date; provided that, if any government office is closed on one or more days on which it would normally be open, such Lien will be required to be perfected not later than the 20th day after the Issue Date.
(ii) To the extent any deadline in the foregoing paragraphs falls on a date that is not a Business Day, the deadline shall instead be the Business Day next succeeding such date.
Appears in 1 contract
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and Note Guarantees of the Guarantees Secured Guarantors when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations of the Secured Guarantors under this Indenture, shall be secured by the Collateral as provided in the Security DocumentsDocuments and subject to limitations set forth therein. The Trustee, the Security Collateral Agent, the Issuer and the Secured Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Collateral Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and all of the Holders pursuant to the terms of the Security Documents, Documents and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements. For the avoidance of doubt, the Note Guarantees of the Chargors are secured solely by the shares of Capital Stock of each of the All-Assets Grantors owned by the Chargors (and proceeds therefrom) and not by any other assets of the Chargors.
(b) Each Holder of the Notes, by its acceptance thereof, consents will be deemed to have:
(i) irrevocably appointed Wilmington Trust, National Association, as Collateral Agent, to act as its collateral agent hereunder, under the Security Documents and agrees the other relevant documents to which the terms Collateral Agent is a party; and
(ii) irrevocably authorized the Collateral Agent and the Trustee to (1) perform the duties and exercise the rights, powers and discretions that are specifically given to each of them hereunder, under the Security Documents or other documents to which the Collateral Agent and/or the Trustee is a party, together with any other incidental rights, power and discretions and (2) execute each document expressed to be executed by the Collateral Agent and/or the Trustee on its behalf. In acting under this Indenture or any of the Security Documents (including, without limitationDocuments, the provisions providing for foreclosure and release of Collateral)Collateral Agent shall have the privileges, as the same may be in effect or may be amended from time to time in accordance with their termspowers, and authorizes immunities as set forth in this Indenture and directs in the Security Documents as if fully set forth herein or therein. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent are ministerial and administrative in nature and the Collateral Agent shall not be deemed to perform its respective have any relationship of trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor. Without limiting the generality of the foregoing, the use of the term “agent’ in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied or express obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and exercise its rights thereunder in accordance therewith.
(c) is intended to create or reflect only an administrative relationship between independent contracting parties. The Trustee, the Security Collateral Agent and each Holder, by accepting its acceptance of the Notes and the Guarantees, Note Guarantees acknowledge that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the secured parties. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of its powers. The Collateral Agent is authorized to receive any funds for the benefit of itself, the Trustee and all the Holders distributed under the Security DocumentsDocuments for turnover to the Trustee to make further distributions of such funds in accordance with the provisions of Section 6.10 of this Indenture. In each case that the Collateral Agent may or is required hereunder or under any Security Document or any Approved Intercreditor Agreement to take any action (an “Action”), including ,without limitation, to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under any Security Document or any Approved Intercreditor Agreement, the Collateral Agent may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. The Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Collateral Agent shall be entitled to refrain from such Action unless and until the Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the Collateral Agent shall not incur liability to any Person by reason of so refraining. Upon receipt by the Collateral Agent of a written request signed by an Officer of the Issuer (a “Security Document Order”), the Collateral Agent is hereby authorized to execute and enter into, and if satisfactory in form to the Collateral Agent, shall execute and enter into, without further consent of any Holder or the Trustee, any Security Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Lien Collateral Agent and is a Security Document Order referred to in this Section 11.01 and (ii) instruct the Collateral Agent to execute and enter into such Security Document. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral Agent to execute such Security Documents. Upon receipt by the Collateral Agent of a Security Document Order, the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without further consent of any holder or the Trustee, an Approved Intercreditor Agreement. Such Security Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to this Section 11.01, (ii) certify that such Approved Intercreditor Agreement complied with the terms of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to that all conditions precedent under this Indenture and qualified and limited in all respects by the Security Documents have been complied with and actions (iii) instruct the Collateral Agent to enter into the Approved Intercreditor Agreement; provided that may in no event shall the Collateral Agent be taken thereunder.
(d) Notwithstanding (i) anything required to the contrary contained in this Indentureenter into an Approved Intercreditor Agreement if it determines that such Approved Intercreditor Agreement adversely affects its rights, duties, liabilities or immunities hereunder or under the Security Documents. The holders, by their acceptance of the Notes, authorize and direct the Guarantees Collateral Agent to execute such agreement and the Collateral Agent shall be entitled to conclusively rely on such Security Document Order. In no event shall the Collateral Agent be required to execute and deliver any landlord lien waiver, estoppel or collateral access letter, or any other instrument governing, evidencing account control agreement or relating to any Debt; (ii) the time, order instruction or method of attachment of any Liens; (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; (iv) the time of taking possession or control over any Collateral; or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably direction letter delivered in connection with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and Guarantees; and
(ii) all proceeds of document that the Collateral applied Agent determines adversely affects its rights, duties, liabilities or immunities hereunder or under the Security Documents or otherwise subjects it to personal liability, including, without limitation, agreements to indemnify any contractual counterparty; provided that nothing in this paragraph shall be allocated and distributed implied as set forth in imposing any such obligation on the Security DocumentsIssuer or any Guarantor to obtain any such landlord lien waiver, estoppel or collateral access letter or any account control agreement.
Appears in 1 contract
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security Documents. The Trustee, the Security Agent, the Issuer Issuers and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent shall hold the Collateral in trust for the benefit of the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Guarantees, acknowledge acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) For the purposes of the Security Documents governed by Italian law, each Holder of the Notes and the Trustee appoints the Security Agent:
(i) to act as his/its agent in connection with this Indenture;
(ii) to act as its trustee in relation to any Security Documents; and
(iii) in addition to the foregoing, and to the extent necessary - with the express consent pursuant to article 1395 of the Italian Civil Code - to be its mandatario con rappresentanza and common representative to act on its/their behalf in connection with any actions to be taken in respect of any Security Document which is expressed to be governed by Italian law, and to take any action in relation to the creation, perfection, maintenance, enforcement and release of the security created thereunder.
(e) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Guarantees or any other instrument governing, evidencing or relating to any Debt; , (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i1) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and Guarantees; and
(ii2) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents, subject to the Intercreditor Agreement and any Additional Intercreditor Agreement.
Appears in 1 contract
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security Documents. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent shall hold the Collateral in trust for the benefit of itself, the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Note Guarantees, acknowledge acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Note Guarantees or any other instrument governing, evidencing or relating to any Debt; Indebtedness, (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Note Guarantees; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents, subject to the Intercreditor Agreements.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Security; Security Documents. (a) The due and punctual payment of the principal of, interest and premium (including the Redemption Premium), if any, on and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations under this Indenture, shall be secured as provided in the Security Documents. The Trustee, the Security Agent, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent is hereby appointed as trustee and shall hold the Collateral in trust for the benefit of itself, the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements. The Security Agent hereby accepts its appointment as trustee of the Collateral with effect from the date of this Agreement and declares that it holds the Collateral in trust for the benefit of itself, the Trustee and all the other Holders in accordance with this Agreement and the other provisions of the Security Documents.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the Note Guarantees, acknowledge acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Note Guarantees or any other instrument governing, evidencing or relating to any Debt; Indebtedness, (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; , (iv) the time of taking possession or control over any Collateral; Collateral or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and the Note Guarantees; and
(ii) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.
(e) Subject to Section 11.01(g) and notwithstanding anything to the contrary in the Agreed Security Principles, the Security Agent’s Liens on the Collateral are required to be perfected within the following time frames (unless a later date is otherwise agreed by the Security Agent acting upon the written direction of the Trustee (in turn acting on the written direction of Holders of at least a majority in aggregate principal amount of the Notes then outstanding)):
(i) in the case of the Collateral described in clauses (a) and (b) of the definition of “Collateral,” the applicable Secured Guarantors must (A) make (x) all necessary UCC filings against such assets on the Signing Date, (y) PPSA filings in the applicable Canadian provinces with respect to Secured Guarantors that own Pledged IP in Canada on the first Business Day after the Signing Date and (z) other filings as may be necessary in other jurisdictions with respect of the Pledged IP if required pursuant to the Agreed Security Principles and (B) within one hundred and twenty (120) days of the Signing Date, establish and deliver to the Security Agent, and thereafter continue to maintain Control Agreements with respect to each Collection Account;
(ii) in the case of the Collateral described in clause (a) of the definition of “Collateral” assigned or pledged by Krystalsea Limited, it is not necessary under the laws of the British Virgin Islands that any of the relevant security interests be registered or recorded in any public office or elsewhere in the British Virgin Islands in order to ensure the validity or enforceability thereof; however, (x) in order to protect their priority as a matter of the laws of the British Virgin Islands, Krystalsea Limited or the Security Agent must, promptly, and in any event within seven Business Days after execution of the relevant Security Documents, register the relevant security interests with the BVI Registrar of Corporate Affairs pursuant to section 163 of the BVI Act and further (y) Krystalsea Limited must, as required by the BVI Act, create and maintain a BVI Register of Charges for Krystalsea Limited in accordance with section 162 of the BVI Act (to the extent this has not already been done) by promptly entering particulars of the relevant security interests as required by the BVI Act in the BVI Register of Charges (and shall in any event take such actions within 14 days of the date of the relevant Security Documents) and (z) promptly after entry of such particulars has been made, provide the Security Agent with a certified true copy of the updated BVI Register of Charges within three days of such entry;
(iii) in the case of the Krystalsea Pledged Equity, it is not necessary under the laws of the British Virgin Islands that the Krystalsea Pledged Equity be registered or recorded in any public office or elsewhere in the British Virgin Islands in order to ensure the validity or enforceability of the Pledged Equity; however, pursuant to the BVI Equitable Mortgage, not later than 10 Business Days after the Signing Date, Krystalsea Limited shall ensure that, and Belize Investments Limited shall procure that, a notation of the relevant security interests be entered on the register of members of Krystalsea Limited and that a copy of such annotated register of members be filed and registered with the BVI Registrar pursuant to section 43A of the BVI Act;
(iv) in the case of the Great Stirrup Pledged Equity, Great Stirrup Cay Limited shall (x) use commercially reasonable efforts to, as soon as reasonably practicable following the Signing Date, obtain the approval of the Exchange Control Department of the Central Bank of The Bahamas with respect to the Great Stirrup Pledged Equity (the “Great Stirrup Cay Pledged Equity Central Bank Approval”), with respect to Great Stirrup Cay Limited, (y) use commercially reasonable efforts to, as soon as reasonably practicable and in any event within 30 days after receipt of the Great Stirrup Cay Pledged Equity Central Bank Approval with respect to Great Stirrup Cay Limited and the Supplemental Security Agent Pledged Equity Central Bank Approval (as defined below) with respect to the Supplemental Security Agent, cause the share charge in respect of the Great Stirrup Pledged Equity (the “Great Stirrup Share Pledge”) to be duly executed, notarized and apostilled, and as soon as reasonably practicable thereafter, cause the Great Stirrup Share Pledge to be submitted to the Department of Inland Revenue for full payment of applicable value added tax thereon (payable by the Issuer or Great Stirrup Cay Limited, as applicable, to the Department of Inland Revenue) (it being understood that if the Great Stirrup Share Pledge is submitted together with the Great Stirrup Mortgage and the full amount of value added tax is paid on the Great Stirrup Mortgage then no additional value added tax would be payable on the Great Stirrup Share Pledge in accordance with the Value Added Tax (Amendment) Act, 2022) and (z) promptly thereafter, deliver the original Great Stirrup Share Pledge to Bahamian counsel of the Security Agent to record the same at the Registry of Records; provided, however, that notwithstanding anything herein to the contrary, the steps required by this clause (z) shall be completed 90 days after receipt by the Supplemental Security Agent of the requisite Central Bank Approval with respect to the Great Stirrup Pledged Equity (“Supplemental Security Agent Pledged Equity Central Bank Approval”) and in any event no later than no later than 120 days after the Signing Date; and provided, further, for clarification purposes, that it shall be an Event of Default if the steps required by this clause (z) are not completed in the timeframe set forth in the immediately preceding proviso except to the extent such failure is the result of the Supplemental Security Agent failing to receive Supplemental Security Agent Pledged Equity Central Bank Approval with respect to itself. No steps are required under the laws of Bermuda to perfect the security interest in the Great Stirrup Pledged Equity; however, in order to secure its ranking in point of priority, as soon as reasonably practicable after the delivery set forth in clause (z) above, the Great Stirrup Share Pledge will be registered with the Registrar of Companies in Bermuda pursuant to section 55 of the Companies Xxx 0000 of Bermuda. In addition, (x) as soon as reasonably practicable, Great Stirrup Cay Limited will ensure that a notation of the Great Stirrup Pledged Equity be entered on the register of members of Great Stirrup Cay Limited and (y) as soon as reasonably practicable and in any event within 30 Business Days after the receipt of the Great Stirrup Cay Pledged Equity Central Bank Approval, Great Stirrup Cay Limited will ensure that a register of mortgages and charges for Great Stirrup Cay Limited be maintained, kept current (to the extent this has not already been done) and a copy thereof be filed in Great Stirrup Cay Limited’s file with the Registrar of Companies in The Bahamas; and
Appears in 1 contract
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Note Guarantees and performance of all other obligations under this Indenture, shall be secured by the Collateral as provided in the Security DocumentsDocuments and subject to limitations set forth therein. The Trustee, the Security AgentCollateral Trustee, the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent Collateral Trustee shall hold the Collateral in trust for the benefit of itself, the Trustee and all of the Holders pursuant to the terms of the Security DocumentsDocuments and Collateral Trust Agreement, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the Notes, by its acceptance thereof, consents and agrees will be deemed to the terms of have:
(i) irrevocably appointed Wilmington Trust, National Association, as Collateral Trustee, to act as its collateral trustee under the Security Documents and the Collateral Trust Agreement and the other relevant documents to which the Collateral Trustee is a party (including, without limitation, the provisions providing for foreclosure Security Documents);
(ii) irrevocably authorized the Collateral Trustee and release of Collateral), as the same may be in effect or may be amended from time Trustee to time in accordance with their terms, and authorizes and directs (i) perform the Security Agent to perform its respective obligations duties and exercise its rights thereunder in accordance therewith.
(c) The Trusteethe rights, the Security Agent powers and discretions that are specifically given to each Holder, by accepting the Notes and the Guarantees, acknowledge that, as more fully set forth in of them under the Security Documents, the Collateral as now Trust Agreement or hereafter constituted shall be held for other documents to which the benefit of Collateral Trustee and/or the Trustee and all the Holders under the Security Documentsis a party, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, the Security Documents, the Notes, the Guarantees or together with any other instrument governingincidental rights, evidencing or relating to any Debt; power and discretions and (ii) execute each document expressed to be executed by the time, order or method of attachment of any Liens; (iii) Collateral Trustee and/or the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; (iv) the time of taking possession or control over any Collateral; or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:
(i) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and GuaranteesTrustee on its behalf; and
(iiiii) all proceeds accepted the terms and conditions of the Collateral applied under Trust Agreement. In addition, the terms of the Security Documents shall and/or the nature of the security interest granted may provide for (or result in) certain assets originally the subject of a security interest being released from that security without the need for a formal release. Further, assets which may not be allocated and distributed validly secured or assets which are already subject to certain types of Permitted Liens may be excluded from the security created by certain Security Documents. Unless otherwise directed by the Applicable Parity Lien Representative (as set forth defined in the Collateral Trust Agreement), upon receipt by the Collateral Trustee of a written request signed by an Officer of the Issuer (a “Security Document Order”), the Collateral Trustee is hereby authorized to execute and enter into, and if satisfactory in form to the Collateral Trustee, shall execute and enter into, without further consent of any Holder or the Trustee, any Security Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Collateral Trustee pursuant to the First Lien Documents, and is a Security Document Order referred to in this Section 11.01, (ii) instruct the Collateral Trustee to execute and enter into such Security Document and (iii) certify that all conditions precedent under the extant First Lien Documents to the execution and delivery of the Security Document have been satisfied. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral Trustee to execute such Security Documents.
Appears in 1 contract
Security; Security Documents. (a) The due and punctual payment of the principal of, interest on and Additional Amounts, if any, on the Notes and the Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and Guarantees and performance of all other obligations under this Indenture, Indenture shall be secured as provided in the Security Documents. The Trustee, the Security Agent, Agent and the Issuer and the Guarantors hereby agree that, subject to Permitted Collateral Liens, the Security Agent shall hold the Collateral in trust for the benefit of the Trustee and all of the Holders pursuant to the terms of the Security Documents, and shall act as mortgagee or security holder under all mortgages or standard securities, as beneficiary under all deeds of trust and as secured party under the applicable security agreements.
(b) Each Holder of the NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), ) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Security Agent to perform its respective obligations and exercise its rights thereunder in accordance therewith.
(c) The Trustee, the Security Agent and each Holder, by accepting the Notes and the GuaranteesNotes, acknowledge acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held for the benefit of the Trustee and all the Holders under the Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Security Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents and actions that may be taken thereunder.
(d) Notwithstanding (i) anything to the contrary contained in this Indenture, Indenture the Security Documents, the Notes, the Guarantees or any other instrument governing, evidencing or relating to any Debt; , (ii) the time, order or method of attachment of any Liens; , (iii) the time or order of filing or recording of financing statements or other documents filed or recorded to perfect any Lien upon any Collateral; (iv) the time of taking possession or control over any Collateral; or (v) the rules for determining priority under any law of any relevant jurisdiction governing relative priorities of secured creditors:documents
(i1) the Liens will rank equally and ratably with all valid, enforceable and perfected Liens, whenever granted upon any present or future Collateral, but only to the extent such Liens are permitted under this Indenture to exist and to rank equally and ratably with the Notes and GuaranteesNotes; and
(ii2) all proceeds of the Collateral applied under the Security Documents shall be allocated and distributed as set forth in the Security Documents.
Appears in 1 contract
Samples: Indenture (Ardagh Group S.A.)
