xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXXXX XXXXXX TRUST COMPANY OF NEW YORK,
as INDENTURE TRUSTEE
and
GOLDEN STATE PETRO (IOM I-A) PLC
-----------------------------------
ISSUE OF ONE DEBENTURE
Dated as of December 1, 1996
-----------------------------------
================================================================================
This Issue of One Debenture, dated as of December 1, 1996 (the
"Debenture"), from Golden State Petro (IOM I-A) PLC, a company organized under
the laws of the Isle of Man (the "Owner") to United States Trust Company of New
York, as indenture trustee, a bank and trust company organized under the New
York Banking Law (the "Indenture Trustee").
PRELIMINARY STATEMENT
On the Closing Date, Golden State Petroleum, as agent for the
Owner and Golden State Petro (IOM I-B) PLC, will issue Notes in connection with
the financing of the construction of the Vessel. The net proceeds of such
issuance will be deposited into the Pre-Funding Account. Pursuant to the
Indenture, the Allocated Principal Amount of the Mortgage Notes for the Vessel
will be used, INTER ALIA, to make the installments due under the Shipbuilding
Contract for the Vessel. As of the date of this Assignment, the Owner has agreed
to bareboat charter the Vessel to Chevron Transport Corporation (the "Initial
Charterer") pursuant to the Initial Charter. The obligations of the Initial
Charterer under the Initial Charter are guaranteed by Chevron Corporation (the
"Guarantor") pursuant to the Chevron Guarantee. The Vessel will be managed by
Cambridge Fund Management L.L.C. (the "Manager") pursuant to the Management
Agreement, dated as of the date hereof, between the Owner and the Manager. As
collateral security for its obligations under the Indenture, the Owner has and
will assign, pledge, mortgage and grant the Indenture Trustee a security
interest in, INTER ALIA, the Vessel, the Initial Charter, the Chevron Guarantee
and the earnings and insurances of the Vessel and will grant this debenture in
favor of the Indenture Trustee.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and of other valuable consideration, receipt of
which is hereby acknowledged, the Owner and the Indenture Trustee hereby agree
as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used in this Debenture shall have the
meanings assigned to such terms in Schedule 1 to this Debenture, and the
definitions of such terms shall be equally applicable to both the singular and
plural forms of such terms.
ARTICLE II
COVENANT TO PAY
Section 2.1. COVENANT TO PAY. The Owner hereby covenants and
agrees to pay and discharge each sum owing under the Obligations as and when the
same shall fall due, whether at maturity, by acceleration or otherwise.
-2-
ARTICLE III
MORTGAGE, CHARGE AND ASSIGNMENT
Section 3.1. CHARGE. As continuing security for the
Obligations, the Owner hereby:
(a) conveys, transfers and assigns absolutely to and unto the
Indenture Trustee all rights of the Owner in and to the
Current Receivables by way of fixed charge;
(b) mortgages, charges and assigns, and agrees to mortgage, charge
and assign to the Indenture Trustee all present and future
rights of the Owner in and to all freehold or leasehold
property of the Owner and all other estates or interests
therein together with all trade fixtures and fixed plant and
machinery now and for the time being thereon, by way of a
fixed charge;
(c) mortgages, charges and assigns, and agrees to mortgage, charge
and assign, to the Indenture Trustee all rights now owned or
hereafter acquired in and to the goodwill, franchises, patent
rights, copyrights, trademarks and other intangible Assets of
the Owner by way of fixed charge;
(d) mortgages, charges and assigns, and agrees to mortgage, charge
and assign, to the Indenture Trustee all rights relating to
the aforesaid property specified in Sections 3.1(a), (b) and
(c) including, INTER ALIA, negotiable instruments, legal and
equitable charges, reservations of property rights, rights of
action, collection, recovery or security, rights of tracing
and unpaid vendor's liens and similar and associated rights,
by way of fixed legal mortgage and charge; and
(e) mortgages and charges in favor of the Indenture Trustee all
rights of the Owner now owned or hereafter acquired in and to
all other Security Assets for the time being of the Owner not
subject to the fixed securities created by Sections 3.1(a),
(b), (c) and (d) wheresoever situate (including, INTER ALIA,
all undertakings and businesses of the Owner) by way of a
floating charge and the Owner shall not be at liberty to
create any mortgage or charge on any of the securities created
by this Section 3.1(e) and no Encumbrance shall in any case or
in any manner arise on or affect any part of the said
securities in priority to or PARI PASSU with all charges
hereby created, it being the intention that the Owner shall
have no power, without the written consent of the Indenture
Trustee, to part with or dispose of any part of the said
securities except by way of sale in the ordinary course of its
business;
-3-
PROVIDED, HOWEVER, that upon the unconditional payment and satisfaction
of the Obligations the rights of the Indenture Trustee hereunder will
terminate and the Indenture Trustee will at the direction, cost and
expense of the Owner release or reassign to the Owner all remaining
rights of the Indenture Trustee in and to the balance of the Security
Assets.
Section 3.2. LEGAL SECURITIES. The Owner will forthwith at the
request of the Indenture Trustee execute a legal mortgage, charge or assignment
over all or any of the Security Assets subject to or intended to be subject to
any fixed security hereby created in favor of the Indenture Trustee in such form
as the Indenture Trustee may reasonably require.
Section 3.3. CONVERSION OF FLOATING CHARGE. The Indenture
Trustee may at any time by notice to the Owner convert the floating charge
hereby created into a fixed charge as regards any Assets specified in the notice
which the Indenture Trustee shall consider to be in danger of being seized or
sold under any form of distress, attachment, execution or other legal process or
to be otherwise in jeopardy and (whether or not this security has become
enforceable) may at any time appoint a Receiver (as defined in Section 7.1
hereof) thereof.
Section 3.4. NEGATIVE PLEDGE. Except as otherwise provided in
the Mortgage or the Indenture, the Owner shall not, without the prior written
consent of the Indenture Trustee, permit the sale, transfer, assignment lease or
other disposition of any Security Asset, or any Encumbrance or other right in or
over any Security Asset to subsist, arise or be created, other than such
Encumbrance as is created by this Debenture.
Section 3.5. NEW ACCOUNTS. If the Indenture Trustee receives
or is deemed to be affected by notice whether actual or constructive of any
subsequent Encumbrance or other interest affecting any Security Asset or the
proceeds of sale thereof, the Indenture Trustee may open a new account or
accounts for the Owner. If the Indenture Trustee does not open a new account it
shall nevertheless be treated as if it had done so at the time when it received
or was deemed to have received notice and as from that time all payments made to
the Indenture Trustee shall be credited or be treated as having been credited to
the new account and shall not operate to reduce the amount for which this
Debenture is security.
ARTICLE IV
PRESERVATION OF SECURITY
Section 4.1. CONTINUING SECURITY. The security constituted by
this Debenture shall be a continuing security and shall not be satisfied by any
intermediate payment or satisfaction of the Obligations but shall secure the
ultimate balance of the Obligations. The security hereby given shall be in
addition to and shall not be discharged, released, prejudiced or otherwise
affected by any other security or Encumbrance now or hereafter held by the
Indenture Trustee for the Obligations.
-4-
Section 4.2. WAIVER OF DEFENSES. The obligations of the Owner
under this Debenture and this security shall not be discharged, released,
prejudiced or otherwise affected by any act, omission or circumstance which but
for this provision might so operate or otherwise release or discharge the Owner
from the Obligations, or the security created under this Debenture including
without limitation and whether or not known to or discoverable by the Owner or
the Indenture Trustee:
(a) any time, indulgence, waiver, consent or other relief granted
to or composition with the Owner or any other Person;
(b) the taking, variation, extension, compromise, renewal or
release of, or refusal or neglect to perfect or enforce, any
rights under the Indenture, this Debenture, any Security
Document or any other guarantee, agreement or obligation or
any right against, or any security granted by, the Owner or
any other Person;
(c) any irregularity, invalidity or unenforceability of any
obligation of the Owner under the Indenture, any Security
Document, this Debenture or any other guarantee, of any
government or authority (whether of right or in fact)
purporting to reduce or otherwise affect any such obligation
to the extent that such obligation and this security shall
remain in full force and this Debenture shall be construed
accordingly as if there were no such irregularity,
unenforceability, invalidity, law or order;
(d) any legal limitation, disability, incapacity or other
circumstance relating to the Owner, any guarantor or any other
Person;
(e) any defect in or invalidity or inadequacy of the constitution
or incorporation or borrowing powers of the Owner or of its
board of directors, executive committee or other equivalent or
analogous body or in the authorization, execution or delivery
of the Indenture, any Security Document, this Debenture or any
other guarantee, agreement or obligation; or
(f) any supplement, amendment or modification to the terms of the
Indenture, this Debenture, any other Security Document or any
other guarantee, agreement or obligation.
Section 4.3. IMMEDIATE RECOURSE. The Owner waives any right it
may have of first requiring the Indenture Trustee to proceed against or claim
payment from the Owner or enforce the Indenture, any Security Documents or other
guarantee, agreement or obligation before enforcing this Debenture.
-5-
Section 4.4. PRESERVATION OF RIGHTS. Until the Obligations
have been irrevocably paid and discharged in full, the Indenture Trustee may:
(a) refrain from applying or enforcing any other security, money
or right held or received by the Indenture Trustee in respect
of the Obligations or apply and enforce the same in such
manner and order as the Indenture Trustee sees fit; and
(b) hold in a suspense account (without liability to pay interest
thereon) any moneys received or on account of this Debenture
by way of a partial payment.
Section 4.5. ADDITIONAL SECURITY. This Debenture shall be in
addition to and shall not in any way be prejudiced by any other security now or
hereafter held by the Indenture Trustee.
Section 4.6. CERTIFICATE. A certificate of the Indenture
Trustee setting forth the amount due from the Owner in respect of the
Obligations shall, in the absence of manifest error, be PRIMA FACIE evidence of
such amount.
Section 4.7. DISCHARGE. Where any discharge (whether in
respect of the Indenture, the Obligations, this Debenture, or any other
guarantee, agreement, obligation or security or otherwise) is made in whole or
in part or any arrangement is made on the faith of any payment, security or
other disposition which is avoided or must be repaid on bankruptcy, liquidation,
winding-up, dissolution or otherwise, this security and the obligations of the
Owner under this Debenture shall continue as if there had been no such discharge
or arrangement.
Section 4.8. REGISTRATION. The Owner hereby agrees to arrange
for this Debenture, any Security Asset or any agreement, document or instrument
relating thereto to be registered with or notified to any Person to preserve or
perfect the Indenture Trustee's security in any Security Asset.
Section 4.9. INDENTURE TRUSTEE'S POWER'S WITH RESPECT TO
SECURITY ASSETS. The Indenture Trustee may without demand or notice to the Owner
being required at any time after this security becomes enforceable exercise at
its discretion (in the name of the Owner or otherwise) and without any further
consent or authority by the Owner, any right which may be exercised by the
Person in whose name any Security Asset is registered or who is the holder
thereof under the terms thereof or otherwise including, but without limitation,
all the powers given to trustees by statute in respect of securities or property
subject to a trust; PROVIDED, HOWEVER, that until the security hereby
constituted becomes enforceable, the Indenture Trustee shall procure that the
rights attached to each such Security Asset are exercised in such manner as the
Owner shall direct so long as the same is not inconsistent with any term of the
Indenture or this Debenture and account to the Owner for any sum or other
distribution paid in respect of such Security Asset.
-6-
Section 4.10. CALLS. The Owner will for so long as the
Obligations remain outstanding pay all sums which may become due in respect of
the Security Assets and in the event of default the Indenture Trustee may if it
thinks fit make such payments on behalf of the Owner. Any sums so paid by the
Indenture Trustee shall be immediately due and payable by the Owner to the
Indenture Trustee without demand or notice being required.
Section 4.11. DELEGATION BY INDENTURE TRUSTEE. The Indenture
Trustee may at any time and from time to time delegate by power of attorney or
in any other manner to any Person or Persons all or any of the rights and
discretions which are for the time being exercisable by the Indenture Trustee
under this Debenture in relation to any Security Asset. Any such delegation may
be made upon such terms (including power to sub-delegate) and subject to such
regulations as the Indenture Trustee may think fit. The Indenture Trustee shall
not be in any way liable or responsible to the Owner for any loss or damage
arising from any act, default, omission or misconduct on the part of any such
delegate or sub-delegate.
Section 4.12. FURTHER ASSURANCES. The Owner shall at its own
expense execute and deliver all such agreements, documents and instruments and
do all such assurances, acts and things as the Indenture Trustee may require for
perfecting or protecting this security over any Security Asset or for
facilitating the realization of such property and in the exercise of all rights
vested in the Indenture Trustee or in any sub-delegate as aforesaid. The Owner
shall in particular execute all transfers, conveyances, assignments and
assurances of such property whether to the Indenture Trustee or its nominees and
give all notices, orders and directions which the Indenture Trustee may think
expedient and, for the purposes of this Section, a certificate in writing by the
Indenture Trustee to the effect that any particular assurance, act or thing
required by it is reasonably required shall be conclusive evidence of such fact
in favor of all third parties.
Section 4.13. REDEMPTION OF PRIOR MORTGAGES. The Indenture
Trustee may at any time after the security hereby constituted has become
enforceable redeem any prior Encumbrances against any Security Asset or procure
the transfer thereof to itself and may settle and pass the accounts of the prior
Encumbrances. Any accounts so settled and passed shall be conclusive and binding
on the Owner. All principal moneys, interest, costs, charges and expenses of and
incidental to such redemption and transfer shall be immediately due by the Owner
to the Indenture Trustee without notice or demand being required.
Section 4.14. POWER OF ATTORNEY. (a) The Owner hereby by way
of security irrevocably nominates, constitutes and appoints the Indenture
Trustee and every Receiver of any Security Asset appointed hereunder and every
such delegate or sub-delegate as aforesaid, each of them acting alone or jointly
with any other of them, to be its attorney (the "Attorney") and on its behalf
and in its name or otherwise to sign under seal or otherwise and deliver all
such agreements, documents and instruments and do all such assurances, acts and
things which the Owner ought to do but fails to do under the covenants and
provisions contained in the Indenture or this Debenture (including without
prejudice to the generality of the foregoing to make any
-7-
demand upon or give any notice or receipt to any Person owing moneys to the
Owner and to execute and deliver any charges, legal and equitable generally in
its name and on its behalf to exercise all or any of the rights conferred by or
pursuant to this Debenture or by statute on the Attorney and (without prejudice
to the generality of the foregoing) to sign under seal or otherwise and deliver
and otherwise perfect any assurance, agreement, instrument or act which the
Attorney may deem proper in or for the purpose of exercising any of such rights.
(b) The Owner hereby ratifies and confirms and agrees to
ratify and confirm any such Attorney described in Section 4.14(a).
Section 4.15. AVOIDANCE OF PAYMENTS. No assurance, security or
payment which may be avoided under any enactment relating to bankruptcy, and no
release, settlement or discharge given or made by the Indenture Trustee on the
faith of any such assurance, security or payment, shall prejudice or affect the
right of the Indenture Trustee to enforce the security created by or pursuant to
this Debenture in respect of the full extent of the moneys thereby secured. The
Indenture Trustee shall be at liberty at its absolute discretion to retain the
security so created as security for the Obligations for a period of seven months
in the case of fixed security and thirteen months in the case of floating
security after the Obligations shall have been paid in full, notwithstanding any
release, settlement, discharge or arrangement given or made by the Indenture
Trustee on or as a consequence of, such termination of liability. If at any time
within the period of six months in the case of fixed security and twelve months
in the case of floating security after such termination a petition shall be
presented to a competent court for an order for the winding up of the Owner or
the Owner shall commence to be wound up voluntarily, the Indenture Trustee shall
be at liberty, notwithstanding as aforementioned, to continue to retain such
security or any part thereof for and during such further period as the Indenture
Trustee in its absolute discretion shall determine. The Owner agrees that such
security shall be deemed to have been and to have remained held by the Indenture
Trustee as and by way of security for the payment to the Indenture Trustee of
all or any sums which are now or may become due and owing to the Indenture
Trustee under the Indenture and the rest of the Security Documents.
Section 4.16. POWERS TO LEND. The Indenture Trustee may
advance money on the security of any Security Asset for the purpose of defraying
any costs, charges, losses and expenses which shall be paid or incurred by it in
relation to this Debenture (including the remuneration of any Receiver) or which
the Indenture Trustee anticipates may be paid or incurred in the exercise of the
rights vested in it or for all other purposes of this Debenture or any of them
and the Indenture Trustee may advance such moneys at such rates of interest and
generally on such terms and conditions as it shall think fit.
-8-
ARTICLE V
DEALINGS WITH SECURITY ASSETS
Section 5.1. CHARGED ACCOUNTS. The Owner shall cause all sums
hereafter received or recovered by or for it in respect of any Current
Receivable to be directly credited to a separate and distinct account as the
Indenture Trustee may from time to time designate and, if called upon to do so
by notice in writing from the Indenture Trustee, shall execute an absolute
assignment of any such Current Receivable in favor of the Indenture Trustee, all
at the cost of the Owner. Until the security hereby constituted is fully
discharged in accordance with the terms hereof, the Owner shall not be entitled
to withdraw any sum standing to the credit of any such account established as
aforesaid without the prior written consent of the Indenture Trustee.
Section 5.2. DEPOSIT OF PROPRIETARY RIGHTS. The Owner shall,
if the Indenture Trustee so requires, deposit with the Indenture Trustee all
certificates and other documents of title or evidence of ownership in relation
to the patents and rights referred to in Section 3.1(c).
Section 5.3. LIABILITY TO PERFORM. Notwithstanding any other
provision herein contained to the contrary, the Owner shall remain liable to
observe and perform all of the respective conditions and obligations assumed by
it in respect of each Security Asset and the Indenture Trustee shall be under no
obligation by reason of this Debenture, nor shall the Indenture Trustee be
required in any manner, to perform or fulfil any obligation of the Owner in
respect of any Security Asset or to make any payment or make any enquiry as to
the maturity, amount, nature or sufficiency of any rental, interest, proceeds,
payments or receipts received by it or them or the Owner or to present or file
any claim or take any other action or give any notice to collect, exercise or
enforce the payment of any amount or the taking up of any rights or property to
which the Owner may have been or to which it may be now or hereafter entitled
thereunder at any time.
ARTICLE VI
ENFORCEMENT
Section 6.1. WHEN SECURITY BECOMES ENFORCEABLE. The security
hereby conferred shall become immediately enforceable and the floating charge
created by this Debenture shall be deemed to have crystallized and the power of
sale and other powers conferred by statute as varied or amended or granted by
this Debenture shall be immediately exercisable (i) if the Owner fails to meet
the Obligations in the manner specified in Section 2.1 or (ii) upon and after
the occurrence of any Indenture Event of Default as defined in the Indenture.
After this security has become enforceable, the Indenture Trustee may in its
discretion enforce all or any part of this security, and exercise all or any
rights of enforcement hereby granted, in such manner as the Indenture Trustee
sees fit.
-9-
Section 6.2. ENFORCEMENT OF SECURITY. For the purposes of all
powers implied by statute the Obligations shall be deemed to have become due and
payable on the date hereof and any statutory restrictions on the power of sale
and restrictions on the right of consolidation shall not apply to this security.
Section 6.3. REMEDIES, WAIVERS AND CONSENTS. No delay or
omission of the Indenture Trustee in exercising any right under this Debenture
shall impair or be construed as a waiver of such right nor shall any single or
partial exercise of any such right preclude any further exercise thereof or the
exercise of any other right. The rights provided in this Debenture are
cumulative and not exclusive of any rights provided by law, agreement or
otherwise. Any waiver and any consent by the Indenture Trustee under this
Debenture must be in writing and may be given subject to any conditions thought
fit by the Indenture Trustee. Any waiver or consent shall be effective only in
the instance and for the purpose for which it is given.
ARTICLE VII
RECEIVER
Section 7.1. APPOINTMENT AND POWERS OF RECEIVER. At any time
after this security becomes enforceable the Indenture Trustee may without
further notice appoint in writing under the hand of its duly authorized officer
any one or more Person(s) to be a receiver or receiver and manager (hereinafter
each called "a Receiver") as the Indenture Trustee at its sole discretion may
see fit of any Security Asset in like manner in every respect as if the
Indenture Trustee had become entitled under statute to exercise the power of
sale thereby conferred. Every Receiver so appointed shall, in addition to any
powers conferred by statute or common law, have and be entitled to exercise all
rights to do any or all of the following things:
(a) TAKE POSSESSION. Enter upon and take immediate possession of,
get in and collect any Security Asset and undertake any works
of demolition, building, reconstruction, repair or decoration
thereon;
(b) SELL ASSETS. Subject to any necessary consent or approval of
any judicial, administrative, governmental or other regulatory
body, office or agency, sell, convert into money and realize
any Security Asset by public auction or private contract,
dispose of, grant options and other rights in respect of and
exercise all other rights conferred on an owner under any
statute, at common law or otherwise, in respect of any
Security Asset and generally in such manner and on such terms
(which may consist wholly or partly of shares or securities of
any company or body corporate) as the Receiver shall think fit
and transfer, convey, assign or grant an assurance of the same
in the name and on behalf of the Owner. Without prejudice to
the generality of the foregoing, the Receiver may do any of
these things for a consideration consisting of cash,
debentures or other obligations, shares or other valuable
consideration in cash or in any other form
-10-
whatsoever and any such consideration may be payable in a lump
sum or by installments spread over such period as the Receiver
may think fit;
(c) COMPROMISE. Settle, adjust, refer to arbitration, compromise
and arrange any claims, accounts, disputes, questions and
demands with or by any Person who is or claims to be a
creditor of the Owner or relating in any way to any Security
Asset;
(d) BORROW AND CREATE SECURITY. Borrow or raise money and secure
the repayment thereof and interest thereon by mortgaging,
sub-mortgaging or otherwise charging any Security Asset or
this Debenture (whether or not in priority to the sums and
obligations secured by this Debenture) in such manner and on
such terms as the Receiver shall think fit; PROVIDED, HOWEVER,
that:
(i) no Receiver shall exercise such right without first
obtaining the written consent of the Person
appointing him and the Indenture Trustee shall not
incur any responsibility to the Owner or any other
Person by reason of giving or refusing its consent,
whether directly or subject to any limitation or
condition; and
(ii) no Person lending such money shall be concerned to
enquire as to the existence of such consent or the
terms thereof or as to the propriety or purpose of
the exercise thereof or to see to the application of
any money so borrowed or raised;
(e) EMPLOY AGENTS. Employ solicitors, managers, agents and others
as the Receiver shall deem necessary;
(f) RECEIPTS. Give valid receipts and discharges for all moneys
and claims and execute all assurances and things which may be
proper or desirable for realizing any Security Assets;
(g) CONSIDERATION. Receive or pay any consideration in cash or
other valuable consideration and so that the same may be
receivable or payable either immediately or at a later time
and in a lump sum or by installments spread over such period
as the Receiver shall think fit;
(h) DEALINGS. Generally to deal with and effect any transaction or
arrangement of any kind whatsoever in respect of any Security
Asset;
(i) LEGAL PROCEEDINGS. Settle, arrange, compromise and submit to
arbitration any accounts, claims, questions or disputes
whatsoever which may arise in connection
-11-
with any Security Asset or in any way relating to the security
constituted by this Debenture, to bring, take, defend,
compromise, submit to and discontinue any actions, suits,
arbitration or proceedings whatsoever whether civil or
criminal in relation to the matters aforesaid, to enter into,
complete, disclaim, abandon or disregard, determine or rectify
all or any of the outstanding agreements or arrangements of
the Owner in any way relating to or affecting the Security
Assets or any part thereof and to allow time for payment of
any debts either with or without security as the Receiver
shall think expedient;
(j) IN OWNER'S NAME. Generally at his option to use the name of
the Owner in the exercise of all or any of the rights hereby
conferred;
(k) EXERCISE OF RIGHTS. Exercise, or permit the Owner or any
nominee of the Owner to exercise, any rights incident to the
ownership of any Security Asset in such manner as the Receiver
may think fit and in particular (as regards shares, stock and
securities) any voting rights conferred by the same and (as
regards securities) any rights of enforcing the same by
foreclosure, sale or otherwise;
(l) CORPORATE TRANSFERS. Transfer any Security Asset to any other
company or body corporate, whether or not formed or acquired
for the purpose;
(m) CARRY ON BUSINESS. Generally manage and carry on and conduct
any of the undertakings and businesses of the Owner;
(n) CALLS. Make calls, conditionally or unconditionally, on the
members of the Owner in respect of all or any part of its
uncalled capital with such and the same rights of enforcement
as are conferred by the Memorandum of Association and Articles
of Association of the Owner upon its directors in this
respect;
(o) GENERAL POWERS. Sign under seal or otherwise and deliver all
such agreements, documents and instruments and do all such
other acts and things as the Receiver may consider desirable
or necessary for realizing any Security Asset or incidental or
conducive to any of the matters or rights conferred on a
Receiver under or by virtue of this Debenture and to exercise
in relation to any Security Asset all such rights as the
Receiver should be capable of exercising if the Receiver were
the beneficial owner of the same; and
(p) MONEYS RECEIVED BY RECEIVER. All moneys received by a Receiver
shall after providing for the matters specified by any law be
applied by him in or towards satisfaction of this Debenture
and thereafter of any other Encumbrance of which he shall have
notice and thereafter the Receiver shall pay the residue of
the moneys received by him to the Owner.
-12-
Section 7.2. COMPLY WITH INSTRUCTIONS. Any Receiver shall in
the exercise of the Receiver's rights conform to any regulations and directions
from time to time made and given by the Indenture Trustee as appointer but so
that no Person dealing with the Indenture Trustee or any Receiver shall be
concerned to enquire whether the Receiver has so conformed to any such
regulations or directions.
Section 7.3. REMOVAL AND REMUNERATION. The Indenture Trustee
may from time to time by writing under its hand remove any Receiver appointed by
it and may whenever it may deem it expedient appoint a new Receiver in the place
of any Receiver whose appointment may for any reason have terminated and may
from time to time fix the remuneration of any Receiver appointed by it.
Section 7.4. INDENTURE TRUSTEE MAY EXERCISE RECEIVER'S POWERS.
All or any of the rights which are conferred by this Debenture (either expressly
or impliedly) upon a Receiver of any Security Asset may be exercised after the
security hereby created becomes enforceable by the Indenture Trustee in relation
to any Security Asset without first appointing a Receiver of the same or
notwithstanding the appointment of a Receiver of the same.
Section 7.5. NO LIABILITY AS MORTGAGEE IN POSSESSION. The
Indenture Trustee shall not nor shall any Receiver appointed as aforesaid by
reason of the Indenture Trustee or the Receiver entering into possession of any
Security Asset be liable to account as mortgagee in possession or be liable for
any loss or realization or for any default or omission for which a mortgagee in
possession might be liable. Every Receiver duly appointed by the Indenture
Trustee shall be deemed to be the agent of the Owner for all purposes and shall
as such agent be deemed to be in the same position as a Receiver duly appointed
by a mortgagee under statute. The Owner alone shall be responsible for its
agreements, obligations, acts, omissions, defaults and losses and the Indenture
Trustee shall not incur any responsibility therefor (either to the Owner or to
any other Person whatsoever) by reason of appointing such Receiver or for any
other reason whatsoever. Every such Receiver and the Indenture Trustee shall be
entitled to all the rights, privileges and immunities by statute conferred on
mortgagees and receivers when such receivers have been duly appointed.
Section 7.6. PROTECTION OF THIRD PARTIES. No purchaser,
mortgagee or other Person dealing with the Indenture Trustee or the Receiver or
the agents of the Indenture Trustee or the Receiver shall be concerned to
enquire whether any of the Obligations are due or owing, the right which the
Indenture Trustee or the Receiver is purporting to exercise has become
exercisable or any money remains due under this Debenture, as to the propriety
or regularity of the actions of the Indenture Trustee or such Receiver, or to
see to the application of any money paid to the Indenture Trustee or to such
Receiver.
Section 7.7. EXPENSES. All costs, charges and expenses
incurred and all payments made by the Indenture Trustee or any Receiver
appointed hereunder in the exercise
-13-
in good faith of any right hereby conferred whether or not occasioned by any
act, neglect or default of the Indenture Trustee or such Receiver shall bear
interest from the date of the same being incurred or becoming due at the Default
Rate. The amount of all such costs, charges, expenses and payments and all
interest thereon and all remuneration payable hereunder shall be payable by the
Owner on demand. All such costs, charges, expenses and payments shall be paid
and charged as between the Indenture Trustee and the Owner on the basis of a
full indemnity and not on the basis of party and party or any other kind of
taxation.
Section 7.8. INDEMNITY. Each of the Indenture Trustee and
every Receiver, attorney, manager, agent or other Person appointed by the
Indenture Trustee hereunder shall be entitled to be indemnified out of the
Security Assets in respect of all obligations, costs, charges and expenses
incurred and payments made by such Person in good faith in the execution or
purported execution of any right vested in such Person pursuant hereto and
against all actions, proceedings, obligations, costs, claims and demands in
respect of any matter or thing done or omitted in anyway relating to any
Security Asset and the Indenture Trustee and any such Receiver may retain and
pay all sums in respect of the same out of any moneys received under the rights
hereby conferred.
ARTICLE VIII
APPLICATION OF PROCEEDS
Section 8.1. ORDER OF APPLICATION. Any moneys received by the
Indenture Trustee pursuant to this Debenture or under the powers hereby
conferred shall after the security hereby constituted shall have become
enforceable but subject to the payment of any claims having priority to this
security be applied for the following purposes and in the following order of
priority (but without prejudice to the right of the Indenture Trustee to recover
any shortfall from the Owner):
(a) in satisfaction of or provision for all costs, charges and
expenses incurred and payments made by the Indenture Trustee
or any Receiver appointed hereunder and of all remuneration
due hereunder with interest on such costs, charges, expenses
and payments at the Default Rate;
(b) in or towards payment of interest on the Obligations;
(c) in or towards payment of principal on the Obligations; and
(d) in payment of the surplus (if any) to the Owner or other
Person entitled thereto.
Section 8.2. SUSPENSE ACCOUNTS. Any moneys received under the
rights hereby conferred may, at the discretion of the Indenture Trustee, be
placed in a suspense account and kept there for so long as the Indenture Trustee
thinks fit.
-14-
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.1. AMENDMENT. This Debenture may be amended from
time to time by written agreement signed by the parties hereto.
Section 9.2. SEVERABILITY. If any provision of this Debenture
is held to be in conflict with any applicable statute or rule of law or is
otherwise held to be unenforceable for any reason whatsoever, such circumstances
shall not have the effect of rendering the provision in question inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatsoever. The invalidity of any one or more phrases, sentences,
clauses or Sections of this Debenture contained, shall not affect the remaining
portions of this Debenture, or any part thereof.
Section 9.3. NOTICES. All demands, notices and communications
hereunder shall be in writing, personally delivered or mailed by certified
mail-return receipt requested, and shall be deemed to have been duly given upon
receipt (a) in the case of the Indenture Trustee, at the following address: 000
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust
Department, (b) in the case of the Owner, at the following address: 00-00 Xxxxx
Xxxxxx, Xxxxxxx, Xxxx of Man, or at other such address as shall be designated by
such party in a written notice to the other parties.
Section 9.4. CONSENT TO JURISDICTION. Any legal suit, action
or proceeding against the Owner arising out of or relating to this Debenture, or
any transaction contemplated hereby, may be instituted in any federal or state
court in The City of New York, State of New York and the Owner hereby waives any
objection which it may now or hereafter have to the laying of venue of any such
suit, action or proceeding, and the Owner hereby irrevocably submits to the
jurisdiction of any such court in any such suit, action or proceeding. The Owner
hereby irrevocably appoints and designates CT Corporation System, having an
address at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, its true and lawful
attorney-in-fact and duly authorized agent for the limited purpose of accepting
servicing of legal process and the Owner agrees that service of process upon
such party shall constitute personal service of such process on the Owner. The
Owner shall maintain the designation and appointment of such authorized agent
until all amounts payable under this Debenture shall have been paid in full. If
such agent shall cease to so act, the Owner shall immediately designate and
appoint another such agent satisfactory to the Indenture Trustee and shall
promptly deliver to the Indenture Trustee evidence in writing of such other
agent's acceptance of such appointment.
Section 9.5. CAPTIONS. The captions or headings in this
Debenture are for convenience only and in no way define, limit or describe the
scope or intent of any provisions or sections of this Debenture.
-15-
Section 9.6. GOVERNING LAW. This Debenture shall be governed
by and interpreted in accordance with the laws of the Isle of Man, without
giving effect to the principles of conflicts of law.
Section 9.7. NO PARTNERSHIP. Nothing herein contained shall be
deemed or construed to create a partnership or joint venture among the parties
hereto and the services of each party shall be rendered as an independent
contractor and not as agent for any other party.
Section 9.8. COUNTERPARTS. This Debenture may be executed in
any number of counterparts and by different parties hereto on separate
counterpart, each of which shall be deemed to be an original. Such counterparts
shall constitute one and the same agreement.
Section 9.9. SURVIVAL. The representations, covenants and
agreements contained in or made pursuant to this Debenture in respect of either
party hereto shall survive the execution and delivery of this Debenture and
shall continue in effect so long as such party's obligations hereunder remain
outstanding.
Section 9.10. INTEGRATION. This Debenture and the Schedule and
Exhibits hereto, the Indenture and the Security Documents constitute the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements, understandings or
representations pertaining to the subject matter hereof, whether oral or
written. There are no warranties, representations or other agreements between
the parties in connection with the subject matter hereof except as specifically
set forth or incorporated herein.
Section 9.11. REPRODUCTION OF DOCUMENTS. This Debenture and
all documents relating thereto, including, without limitation, (a) consents,
waivers and modifications which may hereafter be executed, (b) documents
received by any party at the closing, and (c) financial statements, certificates
and other information previously or hereafter furnished, may be reproduced by
any photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding (whether or not the original is in existence and whether or not such
reproduction was made in the regular course of business) and that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
Section 9.12. SUCCESSORS AND ASSIGNS; ASSIGNMENT. This
Debenture shall be binding upon and inure to the benefit of the Owner and the
Indenture Trustee and their respective successors and assigns. The Owner shall
not have the right to assign its rights hereunder or any interest herein without
the prior written consent of the Indenture Trustee. The Indenture Trustee, at
its sole option, shall have the right to assign this Debenture, Indenture, the
Security Documents and any of its rights and interest hereunder and thereunder.
-16-
Section 9.13. GENERAL INTERPRETIVE PRINCIPLES. For purposes of
this Debenture except as otherwise expressly provided or unless the context
otherwise requires:
(a) the defined terms in this Debenture shall include the
plural as well as the singular, and the use of any gender herein shall be deemed
to include any other gender;
(b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date hereof;
(c) references herein to "Articles", "Sections",
"Subsections", "paragraphs", and other subdivisions without reference to a
document are to designated Articles, Sections, Subsections, paragraphs and other
subdivisions of this Debenture;
(d) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to paragraphs and
other subdivisions;
(e) the words "herein", "hereof", "hereunder" and other words
of similar import refer to this Debenture as a whole and not to any particular
provision; and
(f) the term "include" or "including" shall mean without
limitation by reason of enumeration.
IN WITNESS WHEREOF this Debenture has been executed by the
Owner the day and year first above written.
SIGNED, SEALED and DELIVERED )
as a Deed and Debenture ) /s/ Xxxxxx Xxxxxxxxx
by )
for and on behalf of )
Golden State Petro (IOM I-A) PLC ) /s/ Xxxx XxXxxxxx
in the presence:- )
SIGNED by )
for and on behalf of )
United States Trust Company of New York /s/ Xxxxxxxxx X. Xxxxxxx
as Indenture Trustee )
in the presence of:- ) /s/ Xxxx Xxxxxx
SCHEDULE 1
DEFINED TERMS USED IN THE DEBENTURE
"ADDITIONAL NOTE" means each first preferred mortgage note issued
pursuant to a Supplemental Indenture to finance the Additional Construction
Costs of a Vessel.
"ADDITIONAL CONSTRUCTION COSTS" means any net increases in construction
costs for the Vessel which (i) result from actions by the Initial Charterer or
the Technical Supervisor; (ii) are approved by the Owner, such approval not to
be unreasonably withheld; and (iii) occur after execution of the Building
Contract but prior to the Delivery Date.
"ALLOCATED PRINCIPAL AMOUNT OF THE ADDITIONAL NOTES" means, when used
with reference to the Additional Notes and the Vessel at any date of
determination, the product of (a) the aggregate outstanding principal amount of
Additional Notes as of such date and (b) a fraction (i) the numerator of which
is the aggregate outstanding principal amount of Additional Notes for the Vessel
as specified with respect to the Vessel in the related Supplemental Indenture
and (ii) the denominator of which is the aggregate initial principal amount of
all Additional Notes.
"ALLOCATED PRINCIPAL AMOUNT OF THE MORTGAGE NOTES" means, when used
with reference to the Mortgage Notes and the Vessel at any date of
determination, the sum of (a) the Allocated Principal Amount of the Notes for
the Vessel and (b) the Allocated Principal Amount of the Additional Notes for
the Vessel.
"ALLOCATED PRINCIPAL AMOUNT OF THE NOTES" means, when used with
reference to the Notes and either Vessel, amounts indicated on Schedule 1
attached to the Indenture.
"AGREEMENT ON CONTRACT FOR TECHNICAL MATTERS" means, the Agreement
Regarding Technical Matters, dated as of the Closing Date, between the Owner,
Samsung Heavy Industries Co., LTD and Chevron Shipping Company, San Francisco,
California (as Agent for the Initial Charterer).
"ASSETS" means, in relation to any person, the whole or any part of its
business, undertaking, property and assets and includes, without limitation, any
right to receive revenues.
"ASSIGNMENT OF BUILDING CONTRACT" means, for each Vessel, the Building
Contract Assignment, dated as of the Closing Date, between the related Owner and
the Indenture Trustee, pursuant to which such Owner collaterally assigns its
rights, title and interests in the related Building Contract and the Agreement
on Contract for Technical Matters to the Indenture Trustee.
"ASSIGNMENT OF BUILDING CONTRACT GUARANTEE" means, for each Building
Contract Guarantee, the Assignment of Building Contract Guarantee, dated as of
the Closing Date, between the related Owner and the Indenture Trustee, as the
same may be amended from time
-2-
to time, pursuant to which such Owner collaterally assigns its rights, title and
interest in the related Building Contract Guarantee therein to the Indenture
Trustee.
"ASSIGNMENT OF CHARTER" means the assignment between the Owner and the
Indenture Trustee, as amended from time to time in accordance with the terms
thereof, pursuant to which the Owner collaterally assigns to the Indenture
Trustee all of the Owner's right, title and interest in, to and under the
Initial Charter to secure its obligations under the Indenture.
"ASSIGNMENT OF CHARTER SUPPLEMENT" means, for each Charter Supplement,
the Assignment of Charter Supplement, dated the date of the Supplemental
Indenture, between the Owner of the Vessel and the Indenture Trustee, as the
same may be amended from time to time pursuant to which the Owner collaterally
assigns all of the Owner's right, title and interest therein to the Indenture
Trustee.
"ASSIGNMENT OF CHEVRON GUARANTEE" means the assignment between the
Owner and the Indenture Trustee, as amended from time to time in accordance with
the terms thereof, pursuant to which the Owner collaterally assigns to the
Indenture Trustee all of the Owner's right, title and interest in, to and under
the Chevron Guarantee to secure its obligations under the Indenture.
"ASSIGNMENT OF EARNINGS AND INSURANCES" means the assignment between
the Owner and the Indenture Trustee, as amended from time to time in accordance
with the terms thereof, pursuant to which the Owner collaterally assigns to the
Indenture Trustee all of the Owner's right, title and interest in, to and under
the freights and hires (as well as any charters entered into after the Delivery
Date) with respect to the Vessel to secure its obligations under the Indenture.
"ASSIGNMENT OF MANAGEMENT AGREEMENT" means the assignment between the
Owner and the Indenture Trustee, as amended from time to time in accordance with
the terms thereof, pursuant to which the Owner collaterally assigns to the
Indenture Trustee all of the Owner's right, title and interest in, to and under
the Management Agreement to secure its obligations under the Indenture.
"BUILDER" means, collectively, Samsung Corporation and Samsung Heavy
Industries, Ltd.
"BUILDING CONTRACT" means the Shipbuilding Contract, dated December 19,
1996, between the Builder and the Owner.
"BUILDING CONTRACT GUARANTEE" means the Irrevocable Installment Payment
Letter of Guarantee, dated December 19, 1996, given by the Building Contract
Guarantor to the Owner in connection with the Vessel.
"BUILDING CONTRACT GUARANTOR" means Korea Development Bank.
-3-
"CHEVRON" means Chevron Corporation, a Delaware corporation, and its
successors and assigns.
"CHEVRON GUARANTEE" means the Guarantee, dated the Closing Date, given
by Chevron to the Owner in connection with the Initial Charter and the Charter
Supplement.
"CLOSING DATE" means December 24, 1996.
"CURRENT RECEIVABLES" means (a) all obligations of the trade debtors of
the Owner due or owing to the Owner on account of the prevailing debit balances
of the present book debts of the Owner and (b) all rights relating to the
aforesaid property specified in clause (a), including, INTER ALIA, negotiable
instruments, legal and equitable charges, reservations of property rights,
rights of action, collection, recovery or security, rights of tracing an unpaid
vendor's liens and similar and associated rights (and each reference to a
"Current Receivable" shall be construed as a reference to the whole or any part
of any one or more of them).
"DEFAULT RATE" means, with respect to a Mortgage Note, a rate per annum
for each day from the date of a default in any payment hereunder until such
payment shall be paid in full equal to the lesser of (a) 1.0% above the interest
rate indicated in such Mortgage Note and (b) the sum of 1.5% and LIBOR.
"DELIVERY DATE" means the date the Vessel is accepted by the Owner from
the Builder under the Building Contract.
"ENCUMBRANCE" means any encumbrance and includes any mortgage, charge
(whether fixed or floating, pledge, lien, hypothecation, title retention or
other security agreement or security interest of any kind whatsoever and
howsoever arising and any equivalent or analogous interest to any of the
foregoing.
"INDENTURE" means the Indenture, dated as of December 1, 1996 among the
Indenture Trustee, the Owner, Golden State Petro (IOM I-B) and Golden State
Petroleum, pursuant to which the Notes were issued.
"INDENTURE TRUSTEE" means United States Trust Company of New York.
"INITIAL CHARTER" means with respect to each Vessel, the bareboat
charter, dated as of December 1, 1996, between the Initial Charterer and the
Owner.
"INITIAL CHARTERER" means Chevron Transport Corporation, a Liberian
corporation.
"ISSUE OF ONE DEBENTURE" means each Issue of One Debenture between the
Owner and the Indenture Trustee, as amended from time to time in accordance with
the terms thereof,
-4-
pursuant to which the Owner grants to the Indenture Trustee a security interest
in all of its assets.
"LIBOR" means the rate calculated on the basis of the offered rates for
deposits in dollars for a one-month period which appear on the Reuters Screen
LIBO Page as of 11:00 A.M., London time, on the date that is two London Banking
Days preceding the date of calculation. If at least two such offered rates
appear on the Reuters Screen LIBO Page, LIBOR will be the arithmetic mean of
such offered rates (rounded to the nearest .0001 percentage point). If, at any
time of determination, the Reuters Screen LIBO Page is not available, LIBOR will
be calculated as the average (rounded upward, if necessary, to the next higher
1/16 of 1%) of the respective ratio per annum at which deposits in dollars for a
one month period are offered to each of three reference banks in the London
interbank market at approximately 11:00 A.M., London time, on the date that is
two London Banking Days preceding the date of calculation. Each of the Initial
Charterer and the Owners (or the Owners' assignee) will select a reference bank
and the third reference bank will be selected by the Initial Charterer and the
Owners (or Owners' assignee) together or, failing agreement, by the previously
selected reference banks together.
"LONDON BANKING DAY" means any day on which dealings in deposits in
United States dollars are carried on in the London interbank market and on which
commercial banks are open for domestic and international business (including
dealings in United States dollar deposits) in London and New York.
"MANAGEMENT AGREEMENT" means the agreement, dated the Closing Date,
between the Owner and the Manager pursuant to which the Manager agrees to
provide certain services to the Owner.
"MANAGER" means the Person performing the duties of the Manager under
the Management Agreement, initially Cambridge Fund Management L.L.C.
"MORTGAGE" means, with respect to the Vessel, the first preferred ship
mortgage on the Vessel granted by the Owner to the Indenture Trustee, as amended
from time to time in accordance with the terms of such Mortgage.
"MORTGAGE NOTES" means, collectively, the Serial First Preferred
Mortgage Notes maturing serially from 2000 to 2006 (the "Serial Notes") and the
8.04% First Preferred Mortgage Notes due 2019 (the "Term Notes") issued in the
initial aggregate principal amount of $178,800,000 and any other notes issued
pursuant to a supplement to the Indenture or pursuant to the Registration Rights
Agreement.
"NOTES" means, collectively, the Serial Notes and Term Notes.
-5-
"OBLIGATIONS" means the payment, performance or obligations of any kind
or nature whatsoever of the Owner under and pursuant to the Indenture, any
Security Document and any instrument, agreement or document referred to therein.
"OWNER" means Golden State Petro (IOM I-A) PLC, a company organized
under the laws of the Isle of Man.
"PERSON" means an individual, a partnership, a corporation, a joint
venture, unincorporated association, a joint stock company, a trust or any other
entity or a Governmental Authority.
"REGISTRATION JURISDICTION" means the jurisdiction in which the Vessel
is or will be registered.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated the Closing Date, among the Owners and Cambridge Partners,
L.L.C., Salomon Brothers Inc and Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities
Corporation, as initial purchaser of the Initial Notes.
"SECURITY ASSETS" means all of the present and future Assets of the
Owner, including, INTER ALIA, the Current Receivables (and each reference to a
"Security Asset" shall be construed as a reference to the whole or any part of
any one or more of them).
"SECURITY DOCUMENTS" means the Indenture, the Mortgage, the Assignment
of Charter, the Assignments of Charter Supplements, the Assignment of Earnings
and Insurances, the Assignment of Chevron Guarantee, the Assignment of
Management Agreement, the Assignment of Building Contract, the Issue of One
Debenture, the Stock Pledge and the Assignment of Building Contract Guarantee,
collectively.
"VESSEL" means Hull No. 1228.
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS............................... 1
ARTICLE II
COVENANT TO PAY.............................. 1
Section 2.1. Covenant to Pay............................................... 1
ARTICLE III
MORTGAGE, CHARGE AND ASSIGNMENT..................... 2
Section 3.1. Charge........................................................ 2
Section 3.2. Legal Securities.............................................. 3
Section 3.3. Conversion of Floating Charge................................. 3
Section 3.4. Negative Pledge............................................... 3
Section 3.5. New Accounts.................................................. 3
ARTICLE IV
PRESERVATION OF SECURITY......................... 3
Section 4.1. Continuing Security........................................... 3
Section 4.2. Waiver of Defenses............................................ 4
Section 4.3. Immediate Recourse............................................ 4
Section 4.4. Preservation of Rights........................................ 5
Section 4.5. Additional Security........................................... 5
Section 4.6. Certificate................................................... 5
Section 4.7. Discharge..................................................... 5
Section 4.8. Registration.................................................. 5
Page
----
Section 4.9. Indenture Trustee's Power's With Respect to Security Assets... 5
Section 4.10. Calls......................................................... 6
Section 4.11. Delegation By Indenture Trustee............................... 6
Section 4.12. Further Assurances............................................ 6
Section 4.13. Redemption of Prior Mortgages................................. 6
Section 4.14. Power of Attorney............................................. 6
Section 4.15. Avoidance of Payments......................................... 7
Section 4.16. Powers to Lend................................................ 7
ARTICLE V
DEALINGS WITH SECURITY ASSETS...................... 8
Section 5.1. Charged Accounts.............................................. 8
Section 5.2. Deposit of Proprietary Rights................................. 8
Section 5.3. Liability to Perform.......................................... 8
ARTICLE VI
ENFORCEMENT............................... 8
Section 6.1. When Security Becomes Enforceable............................. 8
Section 6.2. Enforcement of Security....................................... 9
Section 6.3. Remedies, Waivers and Consents................................ 9
ARTICLE VII
RECEIVER................................. 9
Section 7.1. Appointment and Powers of Receiver............................ 9
Section 7.2. Comply with Instructions...................................... 12
Page
----
Section 7.3. Removal and Remuneration...................................... 12
Section 7.4. Indenture Trustee May Exercise Receiver's Powers.............. 12
Section 7.5. No Liability As Mortgagee In Possession....................... 12
Section 7.6. Protection Of Third Parties................................... 12
Section 7.7. Expenses...................................................... 12
Section 7.8. Indemnity..................................................... 13
ARTICLE VIII
APPLICATION OF PROCEEDS.......................... 13
Section 8.1. Order of Application.......................................... 13
Section 8.2. Suspense Accounts............................................. 13
ARTICLE IX
MISCELLANEOUS PROVISIONS......................... 14
Section 9.1. Amendment..................................................... 14
Section 9.2. Severability.................................................. 14
Section 9.3. Notices....................................................... 14
Section 9.4. Consent to Jurisdiction....................................... 14
Section 9.5. Captions...................................................... 14
Section 9.6. Governing Law................................................. 15
Section 9.7. No Partnership................................................ 15
Section 9.8. Counterparts.................................................. 15
Section 9.9. Survival...................................................... 15
Section 9.10. Integration................................................... 15
Page
----
Section 9.11. Reproduction of Documents..................................... 15
Section 9.12. Successors and Assigns; Assignment............................ 15
Section 9.13. General Interpretive Principles............................... 16