Collateral/Collateral Documents. (a) To secure the due and punctual payment of principal of and interest, and Additional Amounts on the Notes by the Company when and as the same shall be due and payable (whether on an Interest Payment Date, at Stated Maturity, by acceleration, call for redemption, upon an Offer or an Excess Proceeds Offer, or otherwise) and interest on the overdue principal of, and premium, if any, Additional Amounts, if any, and (to the extent permitted by law) interest on unpaid interest, if any, on, the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of the Notes, the Trustee or the Collateral Agent under this Indenture, the Notes, the Guarantees and the Collateral Documents, according to the terms hereunder and thereunder, on the Initial Issuance Date each of the Company and the Guarantors will pledge or cause to be pledged for the benefit of the Holders of the Notes, and will grant or cause to be granted to the Collateral Agent for the benefit of the Trustee and equal and ratable benefit of the Holders of the Notes a first priority security interest, subject only to existing liens and restrictions specified in the Collateral Documents, in the assets and securities of the Company and the Guarantors set forth in the Collateral Documents (all such assets and securities, together with (i) all other assets and securities acquired after the Initial Issuance Date, (ii) all dividends or distributions paid or payable in respect of, or payments or rights to receive payment in respect of the purchase, redemption or other retirement or acquisition for value of, any securities included therein, and (iii) all cash, instruments, securities and other property and proceeds thereof from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for or in payment of any such assets or securities, but excluding, in any case, such of the foregoing that may be duly released pursuant to Section 15.03, collectively, the “Collateral”). On the Initial Issuance Date, each of the Company and the Guarantors shall enter into the applicable Collateral Documents to create the security interests with respect to the Collateral. The Trustee, the Guarantors and the Company hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee, among others, pursuant to the terms of the Collateral Documents. (b) Each Holder, by its acceptance of a Note, consents and agrees to the terms of this Article Fifteen and of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Trustee and the Collateral Agent to enter into the Collateral Documents and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith; provided, however, that if any provisions of this Article Fifteen or of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act will control. (c) As more fully set forth in, and subject to the provisions of the TMM Multimodal Trust Agreement, the Holders, and the Trustee and the Collateral Agent on behalf of such Holders, will have rights in and to the Collateral thereunder that are subject to the rights that have been created in favor of the holders of the certificates under the Receivables Securitization Facility. (d) As among the Holders, the Collateral shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other. (e) The Company and the Guarantors will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Trustee, or as may be required by the provisions of this Article Fifteen or the Collateral Documents, to assure and confirm to the Trustee the security interests in the Collateral contemplated hereby, or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and each Guarantee, according to the intent and purposes herein and therein expressed. The Company and the Guarantors shall take, or shall cause to be taken, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Company and the Guarantors under this Indenture, the Notes, the Guarantees and the Collateral Documents, valid and enforceable first priority and perfected Liens in and on the Collateral as provided in the Collateral Documents, subject only to existing liens and restrictions specified in the Collateral Documents, in favor of the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes. (f) The Company and the Guarantors shall pledge any additional Collateral, and shall grant to the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes a first priority security interest in, any non-cash proceeds of any Asset Disposition or Qualifying Disposition and any non-cash VAT Proceeds, and in furtherance thereof the Company and the Guarantors, as applicable, the Trustee and, if applicable, the Collateral Agent shall, promptly upon receipt of such non-cash proceeds, enter into either a new Collateral Document or a supplement or amendment of an existing Collateral Document (whichever Collateral Document to be determined based on the character and location of the Collateral) in order to provide for the creation of such security interest. (g) Any cash held from time to time as Collateral that (i) was received following the occurrence and during the continuance of any Default or Event of Default as a dividend, distribution or payment in respect of the purchase, redemption, or other retirement or acquisition for value of, any securities constituting Collateral (other than any cash of the type described in clause (ii)) or (ii) constitutes Net Cash Proceeds of an Asset Disposition or Qualifying Disposition or VAT Cash Proceeds, in each case, until applied in accordance with Section 5.18, shall be converted into U.S. Dollars and held in a cash collateral account for the benefit of the Holders of the Notes pursuant to the applicable Collateral Document under which the assets disposed of pursuant to such Asset Disposition or Qualifying Disposition were held and shall be invested in Cash Equivalents. The Trustee shall give notice to the applicable Collateral Agent directing such Collateral Agent to invest such cash in Cash Equivalents; provided that cash shall not be required to be converted into U.S. Dollars unless such cash arising from (i) or (ii) above exceeds the U.S. Dollar equivalent of $10 million.
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Collateral/Collateral Documents. (a) To secure the due and punctual payment of principal of and interest, and Additional Amounts on the Notes by the Company when and as the same shall be due and payable (whether on an Interest Payment Date, at Stated Maturity, by acceleration, call for redemption, upon an Offer or an Excess Proceeds Offer, or otherwise) and interest on the overdue principal of, and premium, if any, Additional Amounts, if any, and (to the extent permitted by law) interest on unpaid interest, if any, on, the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of the Notes, the Trustee or the Collateral Agent under this Indenture, the Notes, the Guarantees and the Collateral Documents, according to the terms hereunder and thereunder, on the Initial Issuance Date each of the Company and the Guarantors will pledge or cause to be pledged for the benefit of the Holders of the Notes, and will grant or cause to be granted to the Collateral Agent for the benefit of the Trustee and equal and ratable benefit of the Holders of the Notes a first priority security interest, subject only to existing liens and restrictions specified in the Collateral Documents, interest in the assets and securities of the Company and the Guarantors set forth in the Collateral Documents (all such assets and securities, together with (i) all other assets and securities acquired after the Initial Issuance Date, (ii) all dividends or distributions paid or payable in respect of, or payments or rights to receive payment in respect of the purchase, redemption or other retirement or acquisition for value of, any securities included therein, and (iii) all cash, instruments, securities and other property and proceeds thereof from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for or in payment of any such assets or securities, but excluding, in any case, such of the foregoing that may be duly released pursuant to Section 15.03, collectively, the “Collateral”). On the Initial Issuance Date, each of the Company and the Guarantors shall enter into the applicable Collateral Documents to create the security interests with respect to the Collateral. The Trustee, the Guarantors and the Company hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee, among others, pursuant to the terms of the Collateral Documents.
(b) Each Holder, by its acceptance of a Note, consents and agrees to the terms of this Article Fifteen and of the Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of the Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Trustee and the Collateral Agent to enter into the Collateral Documents and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith; provided, however, that if any provisions of this Article Fifteen or of the Collateral Documents limit, qualify or conflict with the duties imposed by the provisions of the Trust Indenture Act, the Trust Indenture Act will control.
(c) As more fully set forth in, and subject to the provisions of, the Irrevocable Administration and Guaranty Trust Agreement relating to the Capital Stock of the TMM Multimodal Trust AgreementMultimodal, the Holders, and the Trustee and the Collateral Agent on behalf of such Holders, will have rights in and to the Collateral thereunder that are subject to the rights that have been created in favor of the holders of the certificates under the Receivables Securitization Facility.
(d) As among the Holders, the Collateral shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other.
(e) The Company and the Guarantors will do or cause to be done all such acts and things as may be necessary or reasonably requested by the Trustee, or as may be required by the provisions of this Article Fifteen or the Collateral Documents, to assure and confirm to the Trustee the security interests in the Collateral contemplated hereby, or by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and each Guarantee, according to the intent and purposes herein and therein expressed. The Company and the Guarantors shall take, or shall cause to be taken, upon request of the Trustee or the Collateral Agent, any and all actions reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Company and the Guarantors under this Indenture, the Notes, the Guarantees and the Collateral Documents, valid and enforceable first priority and perfected Liens in and on the Collateral as provided in the Collateral Documents, subject only to existing liens and restrictions specified in the Collateral Documents, in favor of the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes.
(f) The Company and the Guarantors shall pledge any additional Collateral, and shall grant to the Collateral Agent for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Notes a first priority security interest in, any non-cash proceeds of any Asset Disposition or Qualifying Disposition and any non-cash VAT Proceeds, and in furtherance thereof the Company and the Guarantors, as applicable, the Trustee and, if applicable, the Collateral Agent shall, promptly upon receipt of such non-cash proceeds, enter into either a new Collateral Document or a supplement or amendment of an existing Collateral Document (whichever Collateral Document to be determined based on the character and location of the Collateral) in order to provide for the creation of such security interest. Any securities of an issuer incorporated under the laws of the United States of America or any state thereof required to be pledged as Collateral hereunder shall be pledged pursuant to the U.S. Pledge and General Security Agreement.
(g) Any cash held from time to time as Collateral that (i) was received following the occurrence and during the continuance of any Default or Event of Default as a dividend, distribution or payment in respect of the purchase, redemption, or other retirement or acquisition for value of, any securities constituting Collateral (other than any cash of the type described in clause (ii)) or (ii) constitutes Net Cash Proceeds of an Asset Disposition or Qualifying Disposition or VAT Cash Proceeds, in each case, until applied in accordance with Section 5.18, shall be converted into U.S. Dollars and held in a cash collateral account for the benefit of the Holders of the Notes pursuant to the applicable Collateral Document under which the assets disposed of pursuant to such Asset Disposition or Qualifying Disposition were held U.S. Pledge and General Security Agreement and shall be invested in Cash Equivalents. The Trustee shall give notice to the applicable Collateral Agent directing such Collateral Agent to invest such cash in Cash Equivalents; provided that cash shall not be required to be converted into U.S. Dollars unless such cash arising from (i) or (ii) above exceeds the U.S. Dollar equivalent of $10 million.
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Sources: Indenture (TMM Holdings Sa De Cv)