NOTE GUARANTEES. Section 10.01 Guarantee 82 Section 10.02 Limitation on Guarantor Liability 83 Section 10.03 Execution and Delivery of Note Guarantee 84 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 84 Section 10.05 Releases 85 ARTICLE 11
NOTE GUARANTEES. Subject to this Article 10, each of the Note Guarantors hereby, jointly and severally with each other Note Guarantor and with Holdings, irrevocably and unconditionally guarantees, on a senior unsecured basis (Holdings on an unsecured senior subordinated basis), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder whether for payment of principal of, premium, if any, or interest, on the Notes and all other monetary obligations of the Issuers under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Note Guarantor, together with Holdings as described in Article 11, shall be jointly and severally, obligated to pay the same immediately. Each Note Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Note Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Holdings Guarantee, any Note Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, Holdings or any Note Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Note Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the even...
NOTE GUARANTEES. Section 10.01. Guarantee............................................... 83 Section 10.02. Limitation on Guarantor Liability....................... 84 Section 10.03. Execution and Delivery of Note Guarantee................ 85 Section 10.04. Guarantors May Consolidate, etc., on Certain Terms...... 85 Section 10.05. Releases................................................ 86
NOTE GUARANTEES. This Note will be entitled to the benefits of certain Note Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.
NOTE GUARANTEES. Section 10.01 Guarantee. 125 Section 10.02 Limitation on Guarantor Liability. 127 Section 10.03 Execution and Delivery of Note Guarantee. 127 Section 10.04 Subsidiary Guarantors May Consolidate, etc., on Certain Terms. 127 Section 10.05 Releases. 128 ARTICLE 11 SATISFACTION AND DISCHARGE Section 11.01 Satisfaction and Discharge. 129 Section 11.02 Application of Trust Money. 130
NOTE GUARANTEES. (a) Each Guarantor hereby jointly and severally, fully, unconditionally and irrevocably guarantees the Notes and obligations of the Issuer hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee on behalf of such Holder, that: (i) the principal of and premium, if any and interest on the Notes shall be paid in full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Note Guarantees shall be a guarantee of payment and not of collection.
NOTE GUARANTEES. (a) Each Guarantor hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Issuers under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, premium, if any, or interest on in respect of the Securities and all other monetary obligations of the Issuers under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuers whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 12 notwithstanding any extension or renewal of any Guaranteed Obligation.
NOTE GUARANTEES. Section 10.01 Guarantee 101 Section 10.02 Limitation on Guarantor Liability 102 Section 10.03 Execution and Delivery of Note Guarantee 104 Section 10.04 Guarantors May Consolidate, etc., on Certain Terms 105 Section 10.05 Note Guarantees Release 105 ARTICLE 11. SATISFACTION AND DISCHARGE Section 11.01 Satisfaction and Discharge 106 Section 11.02 Application of Trust Money 107 ARTICLE 12. MISCELLANEOUS Section 12.01 [Reserved] 108 Section 12.02 Notices 108 Section 12.03 Communication by Holders of Notes with Other Holders of Notes 109 Section 12.04 Certificate and Opinion as to Conditions Precedent 109 Section 12.05 Statements Required in Certificate or Opinion 110 Section 12.06 Rules by Trustee and Agents 110 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders 110 Section 12.08 Governing Law; Waiver of Trial by Jury 110 Section 12.09 Consent to Jurisdiction and Service of Process 110 Section 12.10 No Adverse Interpretation of Other Agreements 111 Section 12.11 Successors 111 Section 12.12 Severability 111 Section 12.13 Counterpart Originals 112 Section 12.14 Table of Contents, Headings, etc. 112 Section 12.15 Judgment Currency 112 Section 12.16 FATCA 112 EXHIBITS Exhibit A1 FORM OF NOTE Exhibit A2 FORM OF REGULATION S TEMPORARY GLOBAL NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE INDENTURE dated as of February 2, 2021 among Viking Cruises Ltd, an exempted company incorporated with limited liability organized under the laws of Bermuda (the “Company”), the Guarantors (as defined) party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (in such capacity, the “Trustee”). The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the Company’s 7.000% Senior Notes due 2029 (the “Notes”):
NOTE GUARANTEES. Section 10.01 Guarantee 98 Section 10.02 Limitation on Guarantor Liability 99 Section 10.03 Execution and Delivery of Note Guarantee 99
NOTE GUARANTEES. (a) Each Note Guarantor hereby fully and unconditionally guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Note Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and agrees to pay, in addition to the amounts stated in Section 10.1(f), any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing or exercising any rights under any Note Guarantee.
