Terms of Security Documents. The following principles will be reflected in the Security Documents: a. the Liens in favor of the Notes will be first ranking, to the extent possible; b. the enforcement of such Liens shall not be limited by any requirement to obtain cash consideration on sales or other disposals. Unless local law requires otherwise, non-cash consideration will be expressly permitted; c. the Security Documents shall operate to create Security rather than to impose new commercial obligations. Accordingly, they shall not contain additional representations or undertakings unless the same are required for the creation, perfection or preservation of the Liens in favor of the Notes (or to the extent relevant, the assets which are the subject of the relevant Lien) or are consistent with local law and practice; d. short form intellectual property security agreements shall be required to be filed with the U.S. Copyright Office or U.S. Patent & Trademark Office with respect to copyrights, patents and trademarks, as applicable, in each case which are registered in the U.S., of an Obligor; e. account control agreements shall be required with respect to bank accounts and securities accounts in the United States of Obligors located in the United States or any state or territory thereof, to the extent required pursuant to the personal property security and pledge agreement referred to in Schedule V of this Indenture; f. in respect of any Lien in favor of the Notes to be granted over intercompany receivables: i. the Security-grantor shall, where necessary as a matter of local law, provide the Collateral Agent with a list of intercompany receivables at specified reasonable intervals; ii. the terms of the relevant Security Document shall not prevent (y) the repayment of such intercompany receivables or (z) the transfer of such intercompany receivables to the extent such transfer is made in accordance with the provisions of this Indenture; g. any Security Documents entered into after the Restructuring Effective Date shall be on the same terms, in all material respects, to any equivalent existing Security Documents, save for changes required as a result of a change in law since those Security Documents were entered into.
Appears in 6 contracts
Samples: Indenture (CGG), Indenture (CGG), Indenture (CGG Marine B.V.)
Terms of Security Documents. 4.1. Security will be first ranking, to the extent legally possible (and subject to certain liens mandatorily preferred by applicable laws).
4.2. Security shall (to the extent legally possible, subject to the general principles above) be created in favor of the Security Agent, the Trustee and the holders of the Notes or the Security Agent on behalf of or as trustee for the Trustee and the holders of the Notes (it being anticipated that the latter option shall be appropriate in most cases), to secure all of the obligations of the party giving the relevant security as well as all liabilities under the Indenture and the Notes (to the extent permitted by local law) and provided that “parallel debt” provisions may be used where necessary.
4.3. The security documents should only operate to create security rather than to impose new commercial obligations other than to the extent required by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto. Accordingly, subject to customary representations and undertakings as to Customer Data or intellectual property, representations and undertakings (such as in respect of insurance, maintenance of assets, information or the payment of costs) shall be limited to those necessary for the creation, registration and/or perfection of the security and maintenance of the Collateral, will not unreasonably interfere with the normal running of the business and shall not operate so as to prevent transactions which are otherwise permitted under this Indenture or to require additional consents or authorizations or to impose commercial obligations, in each case other than to the extent required to maintain the Collateral or by local law in order to create, enforce or perfect the security interest expressed to be created thereby, or to deal with requirements directly related thereto.
4.4. Unless otherwise required under applicable law, if a member of the NCL Group grants security over any asset it shall, subject to the terms of the Indenture and the Notes, be free to deal with that asset in the ordinary course of its business and as permitted by this Indenture until an Event of Default has occurred.
4.5. The following principles will be reflected in the Security Documentsterms of any security taken as part of this transaction:
a. the Liens (a) security will not be enforceable in favor respect of the Notes until an Event of Default has occurred and is continuing;
(b) information, such as lists of assets, will be first rankingprovided if, in the opinion of counsel to the extent possible;
b. Security Agent or the enforcement of such Liens shall not be limited Trustee, these are required by any requirement to obtain cash consideration on sales or other disposals. Unless local law requires otherwiseto be provided to perfect or register the security or to ensure the security can be enforced and, non-cash consideration will be expressly permitted;
c. unless in the opinion of counsel to the Security Documents shall operate Agent or the Trustee required to create be provided by local law more frequently, be provided annually or, following an Event of Default which is continuing, on the Security rather than to impose new commercial obligations. Accordingly, they shall not contain additional representations Agent’s or undertakings unless the same are required for the creation, perfection or preservation Trustee’s reasonable request; and
(c) each of the Liens in favor Trustee, the Security Agent and the holders of the Notes (or should only be able to exercise any power of attorney granted to it under the extent relevant, the assets which are the subject security documents following an Event of the relevant Lien) or are consistent with local law and practice;
d. short form intellectual property security agreements shall be required to be filed with the U.S. Copyright Office or U.S. Patent & Trademark Office with respect to copyrights, patents and trademarks, as applicable, in each case which are registered in the U.S., of an Obligor;
e. account control agreements shall be required with respect to bank accounts and securities accounts in the United States of Obligors located in the United States or any state or territory thereof, to the extent required pursuant to the personal property security and pledge agreement referred to in Schedule V of this Indenture;
f. in respect of any Lien in favor of the Notes to be granted over intercompany receivables:
i. the Security-grantor shall, where necessary as a matter of local law, provide the Collateral Agent with a list of intercompany receivables at specified reasonable intervals;
ii. the terms of the relevant Security Document shall not prevent (y) the repayment of such intercompany receivables or (z) the transfer of such intercompany receivables to the extent such transfer is made in accordance with the provisions of this Indenture;
g. any Security Documents entered into after the Restructuring Effective Date shall be on the same terms, in all material respects, to any equivalent existing Security Documents, save for changes required as a result of a change in law since those Security Documents were entered intoDefault.
Appears in 3 contracts
Samples: Second Supplemental Indenture (NCL CORP Ltd.), Second Supplemental Indenture (Norwegian Cruise Line Holdings Ltd.), Indenture (Norwegian Cruise Line Holdings Ltd.)
Terms of Security Documents. The following principles will be reflected in the Security Documentsterms of any security taken as part of this transaction:
a. (a) the Liens in favor of the Notes security will be first ranking, to the extent possible;
b. (b) security will (to the enforcement extent possible under local law) not be enforceable unless an Event of Default (as defined in the Credit Agreement or, following the incurrence of any Additional Senior Secured Indebtedness, the First Lien Intercreditor Agreement) has occurred that is continuing;
(c) any representations, warranties or undertakings which are required to be included in any Security Document shall reflect (to the extent to which the subject matter of such Liens representation, warranty and undertaking is the same as the corresponding representation, warranty and undertaking in the applicable Loan Documents) the commercial deal set out in the Loan Documents (save to the extent that the applicable local counsel agree that it is necessary to include any further provisions (or deviate from those contained in the Loan Documents) in order to protect or preserve the security granted to the Secured Parties);
(d) the provisions of each security document will not be unduly burdensome on the relevant Loan Party granting such security or interfere unreasonably with the operation of its business and will be limited to those required to create effective security and not impose unreasonable commercial obligations;
(e) information, such as lists of assets, will be provided if and only to the extent (i) required by law to create, enforce, perfect or register the security or (ii) necessary or advisable to enforce the security, provided that such information need not be provided by the Loan Parties pursuant to this subclause (ii) more frequently than annually unless an Event of Default has occurred (or, in the case of third party trade debtors, unless a Default has occurred which is continuing), and in each case that information can be provided without breaching confidentiality requirements or damaging business relationships;
(f) the Collateral Agent and Secured Parties shall be able to exercise a power of attorney only following the occurrence of an Event of Default or if the relevant Loan Party granting such security has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure;
(g) security will, where possible and practical, automatically create security over future assets of the same type as those already secured;
(h) notification of receivables security to third-party trade debtors shall not be limited given unless a Default has occurred and is continuing and for intercompany receivables notification may be given at the time such security is granted to the extent required by any requirement to obtain cash consideration on sales or other disposals. Unless local law requires otherwise, non-cash consideration will be expressly permittedto perfect such security or if a Default has occurred and is continuing;
c. (i) in respect of the share pledges, until an Event of Default has occurred, the pledgors shall be permitted to retain and to exercise voting rights to any shares pledged by them in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and the subsidiaries of the pledgors should be permitted to pay dividends upstream on pledged shares to the extent permitted under the Loan Documents;
(j) in respect of bank accounts (and cash therein), the Collateral Agent agrees with the relevant Loan Party that the Collateral Agent shall not give any instructions or withhold any withdrawal rights from such Loan Party, unless an Event of Default has occurred and is continuing, or, after giving effect to any withdrawal, would occur;\
(k) the Security Documents shall not operate so as to create prevent transactions that are permitted under the Loan Documents or to require additional consents or authorizations; and
(l) each Security rather than Document shall contain a release clause requiring the Collateral Agent to impose new commercial obligations. Accordingly, they shall not contain additional representations or undertakings unless release the same are required for security constituted thereby as follows:
(i) Upon (x) the creation, perfection or preservation secured obligations being discharged in full and none of the Liens in favor Secured Parties being under any further actual or contingent obligation to make advances or provide other financial accommodation to the security providers or any other person under any of the Notes Loan Documents or (y) the security provider ceasing to be either a Borrower or a Guarantor (as the case may be), then the Collateral Agent shall, at the request and cost of the Loan Parties, release and cancel the security of such security provider and procure the reassignment to the extent relevant, the assets which are the subject security provider of the property and assets assigned to the Collateral Agent pursuant to the relevant LienSecurity Documents.
(ii) In connection with (w) any permitted disposal of any property that is subject to a Security Document, (x) any sale or are consistent with local law and practice;
d. short form intellectual other disposition of any property security agreements shall be required otherwise permitted by the Loan Documents that is subject to be filed with a Security Document, (y) any sale or other disposition of any property that is subject to a Security Document where the U.S. Copyright Office Applicable Authorized Representative has consented to the disposal pursuant to the Loan Documents or U.S. Patent & Trademark Office with respect to copyrights, patents and trademarks, as applicable, in each case which are registered in the U.S., of an Obligor;
e. account control agreements shall be required with respect to bank accounts and securities accounts in the United States of Obligors located in the United States (z) any sale or any state other disposition of any property pursuant to a merger, consolidation, reorganization, winding-up, securitization or territory thereofsale and leaseback permitted by the Loan Documents, to the extent required necessary to ensure that such merger, consolidation, reorganization, winding-up, securitization or sale and leaseback can take place, (x) the Collateral Agent shall, at the request and cost of the Loan Parties, release and cancel the security of such security provider and procure the reassignment to the security provider of the property and assets assigned to the Collateral Agent pursuant to the personal relevant Security Document, provided that, to the extent that the disposal of such property security and pledge agreement referred to in Schedule V of this Indenture;
f. in respect of any Lien in favor of is a sale or disposition otherwise permitted by the Notes Loan Documents, the property shall be declared to be granted over intercompany receivables:
i. automatically released from the Security-grantor shall, where necessary as a matter security with effect from the day of local law, provide the Collateral Agent with a list of intercompany receivables at specified reasonable intervals;
ii. the terms of the relevant Security Document shall not prevent such disposal and (y) the repayment Collateral Agent and the Applicable Authorized Representative shall each do all such acts and execute and deliver all such documents which are reasonably requested by the Loan Parties in order to release such property. AFFILIATE SUBORDINATION AGREEMENT dated as of such intercompany receivables or [•], 20[•] (zthis “Agreement”), among UCI HOLDINGS LIMITED, a New Zealand limited liability company (“Holdings”), the subordinated lenders listed on Schedule I hereto and any additional person that becomes a party hereto as a subordinated lender after the date hereof (each, a “Subordinated Lender” and collectively, the “Subordinated Lenders”), the guarantors listed on Schedule II hereto and any additional person that becomes a party hereto as a guarantor after the date hereof (each, a “Guarantor” and collectively, the “Guarantors”) and CREDIT SUISSE AG, as administrative agent (the transfer of such intercompany receivables “Administrative Agent”) under the Credit Agreement (as defined below). Reference is made to the extent Credit Agreement dated as of January 26, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among UNCLE ACQUISITION 2010 CORP, a Delaware corporation (to be merged with and into UCI INTERNATIONAL, INC.), UCI INTERNATIONAL, INC., a Delaware Corporation (as successor by merger to UNCLE ACQUISITION 2010 CORP), Holdings, UCI ACQUISITION HOLDINGS (NO. 1) CORP, a Delaware corporation, UCI ACQUISITION HOLDINGS (NO. 2) CORP, a Delaware corporation, the Subsidiary Guarantors, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such transfer terms in the Credit Agreement. Except as otherwise set forth therein, the ability under Section 6.01(c) of the Credit Agreement of any Loan Party to incur Indebtedness to any Subsidiary that is made not a Loan Party is conditioned upon the execution and delivery by such Subsidiary that is not a Loan Party and such Loan Party of an agreement in accordance the form hereof pursuant to which such Subsidiary that is not a Loan Party agrees to subordinate its rights with respect to the provisions Subordinated Obligations (as defined below) to the rights of this Indenture;
g. any Security Documents entered into after the Restructuring Effective Date shall be Secured Parties under the Credit Agreement and the other Loan Documents, all on the same termsterms set forth herein. Accordingly, in all material respectseach Subordinated Lender, to any equivalent existing Security Documentseach Guarantor and the Administrative Agent, save for changes required on behalf of itself and each Secured Party (and each of their respective successors or permitted assigns), hereby agrees as a result of a change in law since those Security Documents were entered into.follows:
Appears in 1 contract
Samples: Credit Agreement (ASC Holdco, Inc.)
Terms of Security Documents. The following principles will be reflected in the Security Documentsterms of any security taken in connection with the Notes:
a. (a) security will not be enforceable or crystallise until the Liens in favor occurrence of a Declared Default which is continuing;
(b) the beneficiaries of the Notes security, the Security Agent or the Trustee will only be first ranking, able to exercise a power of attorney following the extent possibleoccurrence of a Declared Default which is continuing;
b. (c) the enforcement of such Liens shall not be limited by any requirement to obtain cash consideration on sales or other disposals. Unless local law requires otherwise, non-cash consideration will be expressly permitted;
c. the Security Documents shall security documents should only operate to create Security security rather than to impose new commercial obligations. Accordingly, obligations or repeat clauses in other Notes Documents; accordingly
(i) they shall should not contain additional representations representations, undertakings or undertakings indemnities (including, without limitation, in respect of insurance, information, maintenance or protection of assets or the payment of fees, costs and expenses) unless these are the same as or consistent with those contained in this Indenture and are required for the creationcreation or perfection of security; and
(ii) notwithstanding anything to the contrary in any security document, perfection the terms of a security document shall not operate or preservation be construed so as to prohibit or restrict any transaction, matter or other step or dealing in any manner whatsoever in relation to any asset (including all rights, claims, benefits, proceeds and documentation, and contractual counterparties in relation thereto) not prohibited by the Senior Secured Notes Finance Documents (as defined in the Intercreditor Agreement) or where Required Creditor Consent (as defined in the Intercreditor Agreement) has been obtained and the Security Agent shall promptly enter into such documentation and/or take such other action as is required by the Issuer or a Guarantor (acting reasonably) in order to facilitate any such transaction, matter or other step, including by way of executing any confirmation, consent to dealing, release or other similar or equivalent document, provided that any costs and expenses incurred by the Security Agent entering into such documentation and/or taking such other action at the request of the Liens in favor Issuer or such Guarantor (as applicable) pursuant to this paragraph shall be for the account of the Notes Issuer or such Guarantor (as applicable), in accordance with the costs and expenses provisions set out in the Intercreditor Agreement and such provision shall be included in each security document;
(d) no security will be granted over parts, stock, moveable plant, equipment or receivables if it would require labelling, segregation or periodic listing or specification of such parts, stock, moveable plant, equipment or receivables;
(e) perfection will not be required in respect of (i) vehicles and other assets subject to certificates of title or (ii) letter of credit rights and tort claims (or to the extent relevant, the assets which are the subject of the relevant Lien) or are consistent with local law and practiceequivalent);
d. short form intellectual property security agreements (f) in no event shall be required to be filed with the U.S. Copyright Office or U.S. Patent & Trademark Office with respect to copyrights, patents and trademarks, as applicable, in each case which are registered in the U.S., of an Obligor;
e. account control agreements shall (or perfection by control or similar arrangements) be required with respect to bank accounts and any assets (including deposit or securities accounts in accounts) (unless the United States of Obligors located in the United States or Notes Documents expressly provide for any state or territory thereof, specific account (by reference to the extent required pursuant its purpose) to the personal property security and pledge agreement referred be subject to in Schedule V of this Indenturespecific restrictions on use);
f. (g) security will, where possible and practical, automatically create security over future assets of the same type as those already secured; where local law requires supplemental pledges or notices to be delivered in respect of any Lien future acquired assets in favor order for effective security to be created over that class of asset, such supplemental pledges or notices will be provided only upon request of the Notes to be granted over intercompany receivables:
i. the Security-grantor shall, where necessary as a matter of Security Agent and at intervals no more frequent than annually (unless required more frequently under local law, provide ); and
(h) each security document must contain a clause which records that if there is a conflict between the Collateral Agent with a list of intercompany receivables at specified reasonable intervals;
ii. security document and this Indenture or the terms of the relevant Security Document shall not prevent Intercreditor Agreement then (y) the repayment of such intercompany receivables or (z) the transfer of such intercompany receivables to the fullest extent such transfer is made in accordance with permitted by law) the provisions of this Indenture;
g. any Security Documents entered into after Indenture or (as applicable) the Restructuring Effective Date shall be on Intercreditor Agreement will take priority over the same terms, in all material respects, to any equivalent existing Security Documents, save for changes required as a result provisions of a change in law since those Security Documents were entered intothe security document.
Appears in 1 contract
Terms of Security Documents. The following principles will be reflected in the Security Documents:
a. the Liens in favor of the Notes will be first ranking, to the extent possible;
b. the enforcement of such Liens shall not be limited by any requirement to obtain cash consideration on sales or other disposals. Unless local law requires otherwise, non-cash consideration will be expressly permitted;
c. the Security Documents shall operate to create Security rather than to impose new commercial obligations. Accordingly, they shall not contain additional representations or undertakings unless the same are required for the creation, perfection or preservation of the Liens in favor of the Notes (or to the extent relevant, the assets which are the subject of the relevant Lien) or are consistent with local law and practice;
d. short form intellectual property security agreements shall be required to be filed with the U.S. Copyright Office or U.S. Patent & Trademark Office with respect to copyrights, patents and trademarks, as applicable, in each case which are registered in the U.S., of an Obligor;
e. account control agreements shall be required with respect to bank accounts and securities accounts in the United States of Obligors located in the United States or any state or territory thereof, to the extent required pursuant to the personal property security and pledge agreement referred to in Schedule V of this Indenture;
f. in respect of any Lien in favor of the Notes to be granted over intercompany receivables:
i. the Security-grantor shall, where necessary as a matter of local law, provide the Collateral Agent with a list of intercompany receivables at specified reasonable intervals;
ii. the terms of the relevant Security Document shall not prevent (y) the repayment of such intercompany receivables or (z) the transfer of such intercompany receivables to the extent such transfer is made in accordance with the provisions of this Indenture;
g. any Security Documents entered into after the Restructuring Effective Date shall be on the same terms, in all material respects, to any equivalent existing Security Documents, save for changes required as a result of a change in law since those Security Documents were entered into.
1) NY Law Documents • a personal property security and pledge agreement to which all Obligors organized under the laws of the United States of America or any state or territory thereof are a party • a pledge agreement with respect to the equity interests of CGG Holding (U.S.) Inc. held by CGG Holding B.V. • short form intellectual property security agreements with respect to each Obligor that owns trademarks, patents or copyrights registered in the United States Patent and Trademark Office or United States Copyright Office • deposit account control agreements and securities accounts control agreements with respect to all deposit and securities accounts in the United States of Obligors located in the United States or any state or territory thereof, subject to the exceptions set forth in the Agreed Security Principles
2) French Law Documents • a securities account pledge (nantissement de comptes-titres) related to the shares held by CGG SA in:
Appears in 1 contract
Samples: Indenture (CGG Marine B.V.)
Terms of Security Documents. The following principles will be reflected in the Security Documentsterms of any security taken as part of this transaction:
a. (a) the Liens in favor of the Notes security will be first ranking, to the extent possible;
b. (b) security will (to the enforcement extent possible under local law) not be enforceable unless an Event of Default (as defined in the First Lien Intercreditor Agreement) has occurred and is continuing;
(c) any representations, warranties or undertakings which are required to be included in any Security Document shall reflect (to the extent to which the subject matter of such Liens shall not be limited by any requirement to obtain cash consideration on sales or other disposals. Unless local law requires otherwiserepresentation, non-cash consideration will be expressly permitted;
c. the Security Documents shall operate to create Security rather than to impose new commercial obligations. Accordingly, they shall not contain additional representations or undertakings unless warranty and undertaking is the same are required for as the creationcorresponding representation, perfection warranty and undertaking in the Credit Agreement, this Senior Secured Notes Indenture or preservation of any Additional Agreement (as defined in the Liens in favor of the Notes (or First Lien Intercreditor Agreement and to the extent relevant) (collectively, the assets which are “Principal Loan Documents”) the subject commercial deal set out in the Principal Loan Documents (save to the extent that applicable local counsel agree that it is necessary to include any further provisions (or deviate from those contained in the Principal Loan Documents) in order to protect or preserve the security granted thereunder);
(d) the provisions of each security document will not be unduly burdensome on the relevant Lien) Issuer or are consistent Senior Secured Note Guarantor granting such security or interfere unreasonably with local law the operation of its business and practicewill be limited to those required to create effective security and not impose unreasonable commercial obligations;
d. short form intellectual property (e) information, such as lists of assets, will be provided if and only to the extent (i) required by law to create, enforce, perfect or register the security agreements shall or (ii) necessary or advisable to enforce the security; provided, however, that such information need not be required provided by an Issuer or Senior Secured Note Guarantor pursuant to be filed with this subclause (ii) more frequently than annually unless an Event of Default has occurred (or, in the U.S. Copyright Office or U.S. Patent & Trademark Office with respect to copyrightscase of third-party trade debtors, patents unless a Default has occurred which is continuing), and trademarks, as applicable, in each case which are registered in that information can be provided without breaching confidentiality requirements or damaging business relationships;
(f) the U.S., Collateral Agent and Secured Parties shall be able to exercise a power of attorney only following the occurrence of an ObligorEvent of Default or if the relevant Issuer or Senior Secured Note Guarantor granting such security has failed to comply with a further assurance or perfection obligation within 10 Business Days of being notified of that failure;
e. account control agreements (g) security will, where possible and practical, automatically create security over future assets of the same type as those already secured;
(h) notification of receivables security to third-party trade debtors shall not be required with respect to bank accounts given unless a Default has occurred and securities accounts in is continuing and for intercompany receivables notification may be given at the United States of Obligors located in the United States or any state or territory thereof, time such security is granted to the extent required pursuant by local law to the personal property perfect such security or if a Default has occurred and pledge agreement referred to in Schedule V of this Indentureis continuing;
f. (i) in respect of the share pledges, until an Event of Default has occurred, the pledgors shall be permitted to retain and to exercise voting rights to any Lien shares pledged by them in favor a manner which does not adversely affect the validity or enforceability of the Notes security or cause an Event of Default to occur and the subsidiaries of the pledgors should be granted over intercompany receivables:permitted to pay dividends upstream on pledged shares to the extent permitted under the Principal Loan Documents; and
i. the Security-grantor shall(j) in respect of bank accounts (and cash therein), where necessary as a matter of local law, provide the Collateral Agent agrees with a list of intercompany receivables at specified reasonable intervals;
ii. the terms of the relevant Security Document Issuer or Senior Secured Note Guarantor that the Collateral Agent shall not prevent (y) the repayment give any instructions or withhold any withdrawal rights from such Issuer or Senior Secured Note Guarantor, unless an Event of such intercompany receivables or (z) the transfer of such intercompany receivables to the extent such transfer Default has occurred and is made in accordance with the provisions of this Indenture;
g. any Security Documents entered into continuing, or, after the Restructuring Effective Date shall be on the same terms, in all material respects, giving effect to any equivalent existing Security Documentswithdrawal, save for changes required as a result of a change in law since those Security Documents were entered intowould occur.
Appears in 1 contract
Samples: Senior Secured Notes Indenture (Reynolds Group Holdings LTD)
Terms of Security Documents. The following principles will be reflected in the Security Documentsterms of any security taken in connection with the Notes:
a. (a) security will not be enforceable or crystallise until the Liens in favor occurrence of a Declared Default which is continuing;
(b) the beneficiaries of the Notes security or any Agent will only be first rankingable to exercise a power of attorney following the occurrence of a Declared Default which is continuing (and, with respect to any security over shares, stocks or partnership interests of a Guarantor incorporated or organized in the United States, following five (5) Business Days’ prior written notice to the extent possiblepledgor of such shares, stocks or partnership interests that the beneficiary of the security or Agent is exercising such rights);
b. (c) the enforcement of such Liens shall not be limited by any requirement to obtain cash consideration on sales or other disposals. Unless local law requires otherwise, non-cash consideration will be expressly permitted;
c. the Security Documents shall security documents should only operate to create Security security rather than to impose new commercial obligations. Accordingly, obligations or repeat clauses in other Note Documents; accordingly:
(i) they shall should not contain additional representations representations, undertakings or undertakings indemnities (including in respect of insurance, information, maintenance or protection of assets, further assurance or the payment of fees, costs and expenses) unless the same are required for the creation, creation or perfection or preservation of the Liens security under applicable law; and
(ii) nothing in favor of the Notes any security document shall (or be construed to) prohibit any transaction, matter or other step (or a grantor of security taking or entering into the same) or dealing in any manner whatsoever in relation to the extent relevantany asset (including all rights, the assets which are claims, benefits, proceeds and documentation, and contractual counterparties in relation thereto) the subject of (or expressed to be the subject of) the security agreement if permitted by the terms of the other Note Documents (and accordingly to such extent, the Security Agent shall promptly effect releases, confirmations, consents to deal or similar steps always at the cost of the relevant Liengrantor of the security);
(d) no security will be granted over parts, stock, moveable plant, equipment or are consistent with receivables if it would require labelling, segregation or periodic listing or specification of such parts, stock, moveable plant, equipment or receivables;
(e) perfection will not be required in respect of (i) vehicles and other assets subject to certificates of title or (ii) letter of credit rights and tort claims (or the local law and practiceequivalent);
d. short form intellectual property security agreements (f) in no event shall be required to be filed with the U.S. Copyright Office or U.S. Patent & Trademark Office with respect to copyrights, patents and trademarks, as applicable, in each case which are registered in the U.S., of an Obligor;
e. account control agreements shall (or perfection by control or similar arrangements) be required with respect to bank accounts and any assets (including deposit or securities accounts in the United States of Obligors located in the United States or any state or territory thereof, to the extent required pursuant to the personal property security and pledge agreement referred to in Schedule V of this Indentureaccounts);
f. (g) security will, where possible and practical, automatically create security over future assets of the same type as those already secured; where local law requires supplemental pledges, lists of assets or notices to be delivered in respect of any Lien future acquired assets in favor order for effective security to be created over that class of asset, such supplemental pledges, lists of assets or notices will be provided only upon request of the Notes to be granted over intercompany receivables:
i. the Security-grantor shall, where necessary as a matter of local law, provide the Collateral Security Agent with a list of intercompany receivables and at specified reasonable intervalsintervals no more frequent than annually;
ii. (h) each security document must contain a clause which records that if there is a conflict between the terms of security document and this Indenture or the relevant Security Document shall not prevent Intercreditor Agreement then (y) the repayment of such intercompany receivables or (z) the transfer of such intercompany receivables to the fullest extent such transfer is made in accordance with permitted by law) the provisions of this Indenture;Indenture or (as applicable) the Intercreditor Agreement will take priority over the provisions of the security document (and that, if requested to do so by (and at the cost of) the Issuer, the Security Agent will enter into such amendments, waivers or consents as are necessary to remove such conflict); and
g. any Security Documents entered into after (i) each security document must contain a clause substantially similar to the Restructuring Effective Date shall be on the same terms, in all material respects, to any equivalent existing Security Documents, save for changes required as a result of a change in law since those Security Documents were entered into.following:
Appears in 1 contract
Terms of Security Documents. The following principles will be reflected in the Security Documents:
a. the Liens in favor of the Notes will be first ranking, to the extent possible;
b. the enforcement of such Liens shall not be limited by any requirement to obtain cash consideration on sales or other disposals. Unless local law requires otherwise, non-cash consideration will be expressly permitted;
c. the Security Documents shall operate to create Security rather than to impose new commercial obligations. Accordingly, they shall not contain additional representations or undertakings unless the same are required for the creation, perfection or preservation of the Liens in favor of the Notes (or to the extent relevant, the assets which are the subject of the relevant Lien) or are consistent with local law and practice;
d. short form intellectual property security agreements shall be required to be filed with the U.S. Copyright Office or U.S. Patent & Trademark Office with respect to copyrights, patents and trademarks, as applicable, in each case which are registered in the U.S., of an Obligor;
e. account control agreements shall be required with respect to bank accounts and securities accounts in the United States of Obligors located in the United States or any state or territory thereof, to the extent required pursuant to the personal property security and pledge agreement referred to in Schedule V of this Indenture;
f. in respect of any Lien in favor of the Notes to be granted over intercompany receivables:
i. the Security-grantor shall, where necessary as a matter of local law, provide the Collateral Agent with a list of intercompany receivables at specified reasonable intervals;
ii. the terms of the relevant Security Document shall not prevent (y) the repayment of such intercompany receivables or (z) the transfer of such intercompany receivables to the extent such transfer is made in accordance with the provisions of this Indenture;
g. any Security Documents entered into after the Restructuring Effective Date shall be on the same terms, in all material respects, to any equivalent existing Security Documents, save for changes required as a result of a change in law since those Security Documents were entered into.
1) NY Law Documents • a personal property security and pledge agreement to which all Obligors organized under the laws of the United States of America or any state or territory thereof are a party • a pledge agreement with respect to the equity interests of CGG Holding (U.S.) Inc. held by CGG Holding B.V. • short form intellectual property security agreements with respect to each Obligor that owns trademarks, patents or copyrights registered in the United States Patent and Trademark Office or United States Copyright Office • deposit account control agreements and securities accounts control agreements with respect to all deposit and securities accounts in the United States of Obligors located in the United States or any state or territory thereof, subject to the exceptions set forth in the Agreed Security Principles
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Samples: Indenture (CGG Marine B.V.)
