Common use of New Security Documents Clause in Contracts

New Security Documents. 1. On the Effective Date, the Administrative Agent shall have received (i) evidence that the Lead Borrower and Carnival plc have designated the Obligations as Other Pari Passu Obligations in accordance with Section 4.12(b) of the Intercreditor Agreement, (ii) evidence that the Lead Borrower and Carnival plc have designated the Obligations as a First Lien Facility in accordance with Section 8.22 of the First Lien/Second Lien Intercreditor Agreement (iii) a copy of the Other Secured Party Consent, dated as of the Effective Date, executed by the Administrative Agent, as Authorized Representative under the U.S. Collateral Agreement and acknowledged by U.S. Bank National Association, as Pari Passu Collateral Agent, substantially in the form attached as Exhibit A to the U.S. Collateral Agreement, dated as of the Effective Date, (iv) certifications from the Lead Borrower in accordance with Section 5.19 of the U.S. Collateral Agreement (A) designating the Obligations to be secured on a pari passu basis with the then-outstanding Secured Obligations (as defined in the U.S. Collateral Agreement) as Other Secured Obligations (as defined in the U.S. Collateral Agreement), (B) identifying the Obligations so designated and the initial aggregate principal amount or face amount of the Obligations, (C) stating that the Obligations are designated as Other Secured Obligations for purposes of the U.S. Collateral Agreement, (D) representing that such designation of the Obligations as Other Secured Obligations is not prohibited by the Indenture (as defined in the U.S. Collateral Agreement) or any Other Secured Agreement (as defined in the U.S. Collateral Agreement) in effect, and (E) specifying the name and address of the Authorized Representative for such obligations and (v) a copy of Joinder Agreement to Intercreditor Agreement substantially in the form attached as Exhibit A to the Intercreditor Agreement, duly executed by the Administrative Agent, as New Authorized Representative, and acknowledged and agreed to by the Lead Borrower and Carnival plc. 2. On the Effective Date, the Administrative Agent shall have received financing statements with respect to the Loan Parties duly prepared for filing under the Uniform Commercial Code and written authorization to make such UCC filing under the Uniform Commercial Code.

Appears in 1 contract

Sources: Term Loan Agreement (Carnival PLC)

New Security Documents. 1. On the Effective Issue Date, the Administrative Agent Trustee shall have received (i) evidence that the Lead Borrower Issuer and Carnival plc have designated the Note Obligations as Other Pari Passu Obligations in accordance with Section 4.12(b) of the Intercreditor Agreement, (ii) evidence that the Lead Borrower Issuer and Carnival plc have designated the Note Obligations as a First Lien Facility in accordance with Section 8.22 of the First Lien/Second Lien Intercreditor Agreement Agreement, (iii) a copy of the Other Secured Party Consent, dated as of the Effective Issue Date, executed by the Administrative AgentTrustee, as Authorized Representative under the U.S. Collateral Agreement and acknowledged by U.S. Bank National Association, as Pari Passu Collateral Agent, substantially in the form attached as Exhibit A to the U.S. Collateral Agreement, dated as of the Effective Issue Date, (iv) certifications from the Lead Borrower Issuer in accordance with Section 5.19 of the U.S. Collateral Agreement (A) designating the Note Obligations to be secured on a pari passu basis with the then-outstanding Secured Obligations (as defined in the U.S. Collateral Agreement) as Other Secured Obligations (as defined in the U.S. Collateral Agreement), (B) identifying the Note Obligations so designated and the initial aggregate principal amount or face amount of the Note Obligations, (C) stating that the Note Obligations are designated as Other Secured Obligations for purposes of the U.S. Collateral Agreement, (D) representing that such designation of the Note Obligations as Other Secured Obligations is not prohibited by the Indenture (as defined in the U.S. Collateral Agreement) or any Other Secured Agreement (as defined in the U.S. Collateral Agreement) in effect, and (E) specifying the name and address of the Authorized Representative for such obligations and (v) a copy of Joinder Agreement to Intercreditor Agreement substantially in the form attached as Exhibit A to the Intercreditor Agreement, duly executed by the Administrative AgentTrustee, as New Authorized Representative, and acknowledged and agreed to by the Lead Borrower Issuer and Carnival plc. 2. On the Effective Date, the Administrative Agent shall have received financing statements with respect to the Loan Parties duly prepared for filing under the Uniform Commercial Code and written authorization to make such UCC filing under the Uniform Commercial Code.

Appears in 1 contract

Sources: Indenture (Carnival PLC)

New Security Documents. 1. On the Effective Issue Date, the Administrative Security Agent shall have received fully executed copies of (i) evidence that the Lead Borrower and Carnival plc have designated the Obligations as Other Pari Passu Obligations in accordance with Section 4.12(b) of the Intercreditor Agreement, (ii) evidence that the Lead Borrower and Carnival plc have designated the Obligations as a First Lien Facility in accordance with Section 8.22 of the First Lien/Second Lien Intercreditor Agreement (iii) a copy of the Other Secured Party Consent, dated as of the Effective Issue Date, executed by the Administrative AgentTrustee, as a new Authorized Representative under the U.S. First Lien Collateral Agreement Agreement, and acknowledged and agreed to by the Issuer, Carnival plc and the Security Agent, as Pari Passu Collateral Agent, and which shall include a designation of the Note Obligations as Other Secured Obligations for purposes of the U.S. First Lien Collateral Agreement, (ii) the Designation (First Lien Facility), dated as of the Issue Date, executed by the Issuer and Carnival plc, acknowledged and agreed to by the Security Agent, as First Lien Collateral Agent, and acknowledged by U.S. Bank National Association, as Pari Passu Collateral Applicable First Lien Agent, substantially and U.S. Bank National Association, as Applicable Second Lien Agent, in each case, under the form attached First Lien/Second Lien Intercreditor Agreement, pursuant to which the Issuer and Carnival plc shall designate this Indenture and the Note Obligations as Exhibit A a First Lien Facility for purposes of the First Lien/Second Lien Intercreditor Agreement and (iii) the Joinder Agreement to the U.S. Collateral First Lien Intercreditor Agreement, dated as of the Effective Issue Date, (iv) certifications from the Lead Borrower in accordance with Section 5.19 of the U.S. Collateral Agreement (A) designating the Obligations to be secured on a pari passu basis with the then-outstanding Secured Obligations (as defined in the U.S. Collateral Agreement) as Other Secured Obligations (as defined in the U.S. Collateral Agreement), (B) identifying the Obligations so designated and the initial aggregate principal amount or face amount of the Obligations, (C) stating that the Obligations are designated as Other Secured Obligations for purposes of the U.S. Collateral Agreement, (D) representing that such designation of the Obligations as Other Secured Obligations is not prohibited executed by the Indenture (Trustee, as defined in the U.S. Collateral Agreement) or any Other Secured Agreement (as defined in the U.S. Collateral Agreement) in effect, and (E) specifying the name and address of the a new Authorized Representative for such obligations and (v) a copy of Joinder Agreement to Intercreditor Agreement substantially in under the form attached as Exhibit A to the First Lien Intercreditor Agreement, duly executed by the Administrative Agent, as New Authorized Representative, and acknowledged and agreed to by the Lead Borrower Issuer and Carnival plc. 2. On , and acknowledged by the Effective DateSecurity Agent, the Administrative as Pari Passu Collateral Agent shall have received financing statements with respect to the Loan Parties duly prepared for filing under the Uniform Commercial Code First Lien Intercreditor Agreement, and written authorization to make such UCC filing under which shall include a designation of this Indenture as an Other ▇▇▇▇ Passu Document and the Uniform Commercial CodeNote Obligations as a Series of Pari Passu Obligations, in each case, for purposes of the First Lien Intercreditor Agreement.

Appears in 1 contract

Sources: Indenture (Carnival PLC)