Common use of Substitute Security Clause in Contracts

Substitute Security. (i) Without prejudice to the Borrowers' obligation to make any payment due under Clause 9.3(D) the Commitments shall be suspended for a period of up to 270 days from the relevant Disposal Reduction Date in an amount equal to the relevant Disposal Reduction Amount. The Borrowers shall on any one or more dates during such 270 day period (each such date being a "SUBSTITUTE SECURITY PROVISION DATE") provide the Security Agent with substitute security in accordance with the provisions of this paragraph such that, upon the Agent giving notice to the Borrowers and the Banks that such security has been duly granted, the suspended amount of the Commitments (adjusted, if appropriate, in accordance with the provisions of this paragraph) shall cease to be suspended by an amount equal to five-sevenths (5/7ths) of the value of such substitute security or such lesser amount as the Borrowers request, but so that the Commitments may not at any time exceed the amount of the Commitments as they would have stood but for the suspension of part thereof and taking into account reductions and cancellations by virtue of the other provisions of this Agreement. For the purpose of this paragraph:- (a) the suspended amount of the Commitments shall be reduced during the period of the suspension in proportion to the reduction of the Commitments (including the suspended portions) which takes effect by virtue of any reduction or partial cancellation in respect of the Commitments which takes effect during the period of the suspension by virtue of the other provisions of this Agreement; and (b) the value of any substitute security shall be the market value thereof determined in accordance with Clause 9.3(G) (in respect of any Ship or Linkspan), Clause 9.3(H) (in respect of any Port) and in accordance with such other basis as the Security Agent shall require or approve (in respect of any other asset), unless the Borrowers elect to limit the amount recoverable under such security to a specified amount in which case the value thereof shall be the lower of such amount and the market value of such asset determined as aforesaid. (ii) The Borrowers' obligation to provide substitute security in relation to an amount of the Commitments suspended by virtue of this Clause 9.3(E) shall be deemed discharged if any member of the Stena AB Group provides security over a Vessel or Vessels (a "SUBSTITUTE VESSEL") owned by such member of the Stena AB Group and the following conditions in relation thereto are satisfied:- (a) the relevant member of the Stena AB Group (except in the case of Stena Rederi AB and Stena Line Scandinavia) has executed a Shipowner's Guarantee in favour of the Security Agent; (b) the relevant member of the Stena AB Group has executed in favour of the Security Agent a first priority Ship Mortgage and either a first priority Deed of Covenant or a first priority Insurance Assignment in respect of the Substitute Vessel in substantially the forms of Schedules 6 and 10 respectively to the Agreed Form Certificate; (c) the Substitute Vessel is registered under the laws and flag of an Approved Flag State; (d) the Agent shall have received the documents and evidence referred to in Clause 23.12(F) in relation to the Substitute Vessel. If the Borrowers provide substitute security in any other form such security shall be in such form and constituted in such manner as shall be in all respects satisfactory to the Majority Banks. (iii) To the extent that the Borrowers do not grant or procure the grant of additional security as provided in this Clause 9.3(E) or cancel the whole or part of the suspended amount under paragraph (iv) of this Clause 9.3(E) within the period of 270 days after the relevant Disposal Reduction Date, then the Commitments shall be treated as permanently reduced by the suspended amount or lesser amount in respect of which the Borrowers have not granted or procured the grant of substitute security in accordance with the preceding provisions of this Clause 9.3(E). (iv) The Borrowers may, during any period for which a part of the Commitments is suspended under this Clause 9.3(E), by notice to the Agent cancel with effect from a date not less than thirty (30) days after the receipt by the Agent of such notice in whole or part (being $1,000,000 or any larger sum) of the suspended amount. Any such notice of cancellation, once given, shall be irrevocable and upon such cancellation taking effect the Commitment of each of the Banks shall be reduced proportionately. (v) Nothing in this Clause 9.3(E) shall affect the Borrowers' obligation to procure that all amounts realised from the property pledged to the Security Agent as security under the Security Documents shall, after an Event of Default has occurred and is continuing, be applied in payment of the relevant Disposal Reduction Amounts and, following a declaration by the Agent under Clause 19.2, be applied in accordance with Clause 11.10.

Substitute Security. (i) Without prejudice to the Borrowers' Borrower's obligation to make any payment due under Clause 9.3(D5.3(D) the Commitments shall be suspended for a period of up to 270 days twelve (12) months from the relevant Disposal Reduction Date in an amount equal to the relevant Disposal Reduction AmountAmount or, if the Borrower so elects in writing to the Agent within ten (10) Banking Days of such Disposal Reduction Date, in such higher amount as it may specify. The Borrowers Borrower shall on any one or more dates during such 270 day twelve (12) month period (each such date being a "SUBSTITUTE SECURITY PROVISION DATE") provide the Security Agent with substitute security in accordance with the provisions of this paragraph Clause such that, upon the Agent giving notice to the Borrowers Borrower and the Banks that such security has been duly granted, the suspended amount of the Commitments (adjusted, if appropriate, in accordance with the provisions of this paragraph) shall cease to be suspended by an amount equal to fivetwo-sevenths thirds (5/7ths2/3rds) of the value of such substitute security or such lesser amount as the Borrowers requestBorrower requests, but so that the Commitments may not at any time exceed the amount of the Commitments as they would have stood but for the suspension of part thereof and taking into account reductions and cancellations by virtue of the other provisions of this Agreement. For the purpose of this paragraph:- paragraph (ai) the suspended Disposal Reduction Amount (or, if relevant, such higher amount of by which the Commitments are suspended as elected by the Borrower) shall be reduced during the period of the suspension in proportion to the reduction of the Commitments (including the suspended portions) which takes effect by virtue of any reduction or partial cancellation in respect of the Commitments which takes effect during the period of the suspension by virtue of the other provisions of this Agreement; and (b) the value of any substitute security shall be the market value thereof determined in accordance with Clause 9.3(G) (in respect of any Ship or Linkspan), Clause 9.3(H) (in respect of any Port) and in accordance with such other basis as the Security Agent shall require or approve (in respect of any other asset), unless the Borrowers elect to limit the amount recoverable under such security to a specified amount in which case the value thereof shall be the lower of such amount and the market value of such asset determined as aforesaid. (ii) The Borrowers' obligation to provide substitute security in relation to an amount of the Commitments suspended by virtue of this Clause 9.3(E) shall be deemed discharged if any member of the Stena AB Group provides security over a Vessel or Vessels (a "SUBSTITUTE VESSEL") owned by such member of the Stena AB Group and the following conditions in relation thereto are satisfied:- (a) the relevant member of the Stena AB Group (except in the case of Stena Rederi AB and Stena Line Scandinavia) has executed a Shipowner's Guarantee in favour of the Security Agent; (b) the relevant member of the Stena AB Group has executed in favour of the Security Agent a first priority Ship Mortgage and either a first priority Deed of Covenant or a first priority Insurance Assignment in respect of the Substitute Vessel in substantially the forms of Schedules 6 and 10 respectively to the Agreed Form Certificate; (c) the Substitute Vessel is registered under the laws and flag of an Approved Flag State; (d) the Agent shall have received the documents and evidence referred to in Clause 23.12(F) in relation to the Substitute Vessel. If the Borrowers provide substitute security in any other form such security shall be in such form and constituted in such manner as shall be in all respects satisfactory to the Majority Banks. (iii) To the extent that the Borrowers do not grant or procure the grant of additional security as provided in this Clause 9.3(E) or cancel the whole or part of the suspended amount under paragraph (iv) of this Clause 9.3(E) within the period of 270 days after the relevant Disposal Reduction Date, then the Commitments shall be treated as permanently reduced by the suspended amount or lesser amount in respect of which the Borrowers have not granted or procured the grant of substitute security in accordance with the preceding provisions of this Clause 9.3(E). (iv) The Borrowers may, during any period for which a part of the Commitments is suspended under this Clause 9.3(E), by notice to the Agent cancel with effect from a date not less than thirty (30) days after the receipt by the Agent of such notice in whole or part (being $1,000,000 or any larger sum) of the suspended amount. Any such notice of cancellation, once given, shall be irrevocable and upon such cancellation taking effect the Commitment of each of the Banks shall be reduced proportionately. (v) Nothing in this Clause 9.3(E) shall affect the Borrowers' obligation to procure that all amounts realised from the property pledged to the Security Agent as security under the Security Documents shall, after an Event of Default has occurred and is continuing, be applied in payment of the relevant Disposal Reduction Amounts and, following a declaration by the Agent under Clause 19.2, be applied in accordance with Clause 11.10.

Substitute Security. (i) Without prejudice to the Borrowers' Borrower's obligation to make any payment due under Clause 9.3(D9.4(D) the Commitments shall be suspended for a period of up to 270 days twelve (12) months from the relevant Disposal Reduction Date in an amount equal to the relevant Disposal Reduction Amount. The Borrowers Borrower shall on any one or more dates during such 270 day twelve (12) month period (each such date being a "SUBSTITUTE SECURITY PROVISION DATE") provide the Security Agent with substitute security in accordance with the provisions of this paragraph such that, upon the Agent giving notice to the Borrowers Borrower and the Banks that such security has been duly granted, the suspended amount of the Commitments (adjusted, if appropriate, in accordance with the provisions of this paragraph) shall cease to be suspended by an amount equal to fivetwo-sevenths thirds (5/7ths2/3rds) of the value of such substitute security or such lesser amount as the Borrowers requestBorrower requests, but so that the Commitments may not at any time exceed the amount of the Commitments as they would have stood but for the suspension of part thereof and taking into account reductions and cancellations by virtue of the other provisions of this Agreement. For the purpose of this paragraph:- (a) the value of any substitute security shall be the market value on the Substitute Security Provision Date of the asset subject to that Security Document minus, in the case of any substitute security provided under a Security Document which ranks behind a Prior Security Document, 115% of the amount of the Commitments under the SIBV $275m Facility Agreement (as defined therein) which cease to be suspended thereunder on that Substitute Security Provision Date by reason of the relevant Prior Security Document being granted over that asset on such date; and (b) the suspended amount of the Commitments shall be reduced during the period of the suspension in proportion to the reduction of the Commitments (including the suspended portions) which takes effect by virtue of any reduction or partial cancellation in respect of the Commitments which takes effect during the period of the suspension by virtue of the other provisions of this Agreement; and (b) the value of any substitute security shall be the market value thereof determined in accordance with Clause 9.3(G) (in respect of any Ship or Linkspan), Clause 9.3(H) (in respect of any Port) and in accordance with such other basis as the Security Agent shall require or approve (in respect of any other asset), unless the Borrowers elect to limit the amount recoverable under such security to a specified amount in which case the value thereof shall be the lower of such amount and the market value of such asset determined as aforesaid. (ii) The Borrowers' Borrower's obligation to provide substitute security in relation to an amount of the Commitments suspended by virtue of this Clause 9.3(E9.4(E) shall be deemed discharged if any member of the Stena AB Group provides security over a Vessel or Vessels (a "SUBSTITUTE VESSEL") owned by such member of the Stena AB Group and the following conditions in relation thereto are satisfied:- (a) the relevant member of the Stena AB Group (except in the case of Stena Rederi AB and Stena Line Scandinavia) has executed a Shipowner's Guarantee in favour of the Security Agent; (b) the relevant member of the Stena AB Group has executed in favour of the Security Agent a first priority Ship Mortgage and either a first priority Deed of Covenant or a first priority Insurance Assignment in respect of the Substitute Vessel in substantially the forms of Schedules 6 7 and 10 respectively to the Agreed Form Certificate PROVIDED THAT, if the Commitments are suspended by virtue of this Clause 9.4(E) due to the sale or Total Loss of a Ship which at the time of such sale or Total Loss was subject to a Prior Mortgage, and if the Borrower is required to provide substitute security under the SIBV $275m Facility Agreement to avoid a cancellation of part of the SIBV $275m Facility as a result thereof, then the relevant member of the Stena AB Group shall execute in favour of the Security Agent a second priority Ship Mortgage (ranking behind a Prior Mortgage only) and either a second priority Deed of Covenant or a second priority Insurance Assignment in respect of the Substitute Vessel in substantially the forms of Schedules 8 and 11 respectively to the Agreed Form Certificate; (c) the Substitute Vessel is registered under the laws and flag of an Approved Flag State; (d) the Agent shall have received the documents and evidence referred to in Clause 23.12(F) in relation to the Substitute Vessel. If the Borrowers provide Borrower provides substitute security in any other form such security shall be in such form and constituted in such manner as shall be in all respects satisfactory to the Majority Banks. (iii) To the extent that the Borrowers do Borrower does not grant or procure the grant of additional security as provided in this Clause 9.3(E9.4(E) or cancel the whole or part of the suspended amount under paragraph (iv) of this Clause 9.3(E9.4(E) within the period of 270 days twelve (12) months after the relevant Disposal Reduction Date, then the Commitments shall be treated as permanently reduced by the suspended amount or lesser amount in respect of which the Borrowers have Borrower has not granted or procured the grant of substitute security in accordance with the preceding provisions of this Clause 9.3(E9.4(E). (iv) The Borrowers Borrower may, during any period for which a part of the Commitments is suspended under this Clause 9.3(E9.4(E), by notice to the Agent cancel with effect from a date not less than thirty (30) days after the receipt by the Agent of such notice in whole or part (being $1,000,000 or any larger sum) of the suspended amount. Any such notice of cancellation, once given, shall be irrevocable and upon such cancellation taking effect the Commitment of each of the Banks shall be reduced proportionately. (v) Nothing in this Clause 9.3(E) shall affect the Borrowers' obligation to procure that all amounts realised from the property pledged to the Security Agent as security under the Security Documents shall, after an Event of Default has occurred and is continuing, be applied in payment of the relevant Disposal Reduction Amounts and, following a declaration by the Agent under Clause 19.2, be applied in accordance with Clause 11.10.9.4