Common use of Compliance Check Clause in Contracts

Compliance Check. Compliance with the undertakings contained in Clause 12.4 shall be determined in each Financial Year: (a) at the time the Agent receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a) and 11.6(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and (b) at any other time as the Agent may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.4. At the same time as it delivers the consolidated accounts referred to in this Clause 12.5, the Borrower shall deliver to the Agent a Compliance Certificate demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 signed by the chief financial officer of the Borrower.

Compliance Check. Compliance with the undertakings contained in Clause 12.4 11.5 shall be determined in each Financial Year: (a) at the time the Agent Lender receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a10.6(a) and 11.6(b10.6(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and (b) at any other time as the Agent Lender may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.4request. At the same time as it delivers the consolidated accounts referred to in this Clause 12.511.6, the Borrower shall deliver to the Agent Lender a Compliance Certificate Certificate, in the form set out in Schedule 4, demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 11.5 signed by the chief financial officer of the Borrower.

Compliance Check. Compliance with the undertakings contained in Clause 12.4 11.5 shall be determined in each Financial Year: (a) at the time the Agent Lender receives the audited consolidated accounts Applicable Accounts of the Borrower’s Group and for the unaudited consolidated accounts first 6-month period of the Borrower’s Group in each Financial Year (pursuant to Clauses 11.6(a) and 11.6(b) respectivelyClause 10.6(b)), by reference to the unaudited consolidated accounts Applicable Accounts for the first two financial quarters in the relevant Financial Year and, in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once availablesecond 6-month period, by reference to the audited consolidated accounts for that Financial Year Applicable Accounts of the Group; andBorrower’s Group in each Financial Year; (b) at any other time as the Agent Lender may reasonably request by reference to such evidence as the Lenders Lender may require to determine and calculate the financial covenants referred to in Clause 12.411.5. At the same time as it delivers the consolidated accounts Applicable Accounts referred to in this Clause 12.511.6, the Borrower shall deliver to the Agent Lender a Compliance Certificate certificate in the form set out in Schedule 4 demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 11.5 signed by the chief financial officer of the Borrower.

Compliance Check. Compliance with the undertakings contained in Clause 12.4 12.3 shall be determined in each Financial Year: (a) at the time the Agent receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a11.3(a) and 11.6(b11.3(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and (b) at any other time as the Agent may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.4request. At the same time as it delivers the consolidated accounts referred to in this Clause 12.512.4, the Borrower Guarantor shall deliver to the Agent a Compliance Certificate Certificate, in the form set out in the Schedule, demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 12.3 signed by the chief financial officer of the BorrowerGuarantor.

Compliance Check. Compliance with the undertakings contained in Clause 12.4 shall be determined in each Financial Year: (a) at the time the Agent receives the audited consolidated accounts of the Group Borrower and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a) and 11.6(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and (b) at any other time as the Agent may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.4. At the same time as it delivers the consolidated accounts referred to in this Clause 12.5, the Borrower shall deliver to the Agent a Compliance Certificate demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 signed by the chief financial officer of the Borrower.

Compliance Check. Compliance with the undertakings contained in Clause 12.4 shall be determined 12.6 for the relevant Test Period in each Financial YearYear and with the ratio specified in Clause 15.1 shall (in addition to the provisions of Clause 15) be determined: (a) at the time the Agent receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a) and 11.6(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and (b) at any other time as the Agent Lender may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.4request. At the same time as it delivers the consolidated accounts referred to in this Clause 12.511.6, the Borrower shall deliver to the Agent Lender a Compliance Certificate Certificate, in the form set out in Schedule 6, demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 12.6 and with the provisions of Clause 15 signed by the chief financial officer of the Borrower.

Compliance Check. Compliance with the undertakings contained in Clause 12.4 shall be determined in each Financial Year: (a) at the time the Agent receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a) and 11.6(b11,6(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and (b) at any other time as the Agent may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.4. At the same time as it delivers the consolidated accounts referred to in this Clause 12.512.7, the Borrower shall deliver to the Agent a Compliance Certificate demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 signed by the chief financial officer of the Borrower.

Compliance Check. Compliance with the undertakings contained in Clause 12.4 shall be determined in each Financial Year: (a) at the time the Agent receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a) and 11.6(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and (b) at any other time as the Agent may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.4. At the same time as it delivers the consolidated accounts referred to in this Clause 12.5, the Borrower shall deliver to the Agent a Compliance Certificate demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 signed by the chief financial officer of the Borrower. For the purposes of the financial quarter ending on 31 December 2009, the Market Value of the Ships and each other Fleet Vessel shall be determined on the basis of valuations dated 4 January 2010 (or such other date as the Agent, acting on the instructions of the Majority Lenders, may agree).

Compliance Check. Compliance with the undertakings contained in Clause 12.4 11.5 shall be determined in each Financial Year: (a) at the time the Agent Lender receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a10.6(a) and 11.6(b10.6(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters six months in each Financial Year and for the fourth financial quarter subsequent six months in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter six-month period and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and (b) at any other time as the Agent Lender may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.4request. At the same time as it delivers the consolidated accounts referred to in this Clause 12.511.6, the Borrower shall deliver to the Agent Lender a Compliance Certificate Certificate, in the form set out in Schedule 4, demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 11.5 signed by the chief financial officer or a director of the Borrower.

Compliance Check. Compliance with the undertakings contained in Clause 12.4 shall be determined in each Financial Year: (a) at the time the Agent receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a) and 11.6(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and (b) at any other time as the Agent may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.4. At the same time as it delivers the consolidated accounts referred to in this Clause 12.512.7, the Borrower shall deliver to the Agent a Compliance Certificate demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 signed by the chief financial officer of the Borrower.

Compliance Check. Compliance with the undertakings contained in Clause 12.4 12.7 shall be determined in each Financial Year: (a) at the time the Agent receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a11.5(a) and 11.6(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and; (b) at any other time as the Agent may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.412.7; and (c) in relation to Clause 12.7(b) and (d) as from the Financial Year 2010, on a quarterly basis. At the same time as it delivers the consolidated accounts referred to in this Clause 12.512.8, the Borrower shall deliver to the Agent a Compliance Certificate demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 12.7 signed by the chief financial officer of the Borrower.

Compliance Check. Compliance with the undertakings contained in Clause 12.4 12.3 shall be determined in each Financial Year: (a) at the time the Agent Lender receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a11.3(a) and 11.6(b11.3(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and (b) at any other time as the Agent Lender may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.4request. At the same time as it delivers the consolidated accounts referred to in this Clause 12.512.4, the Borrower Guarantor shall deliver to the Agent Lender valuations of the Fleet Vessels (calculated in accordance with clause 14.3 of the Loan Agreement) and a Compliance Certificate demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 12.3 signed by the chief financial officer of the BorrowerGuarantor.

Compliance Check. Compliance with the undertakings contained in Clause 12.4 12.7 shall be determined in each Financial Year: (a) at the time the Agent receives the audited consolidated accounts of the Group and the unaudited consolidated accounts of the Group (pursuant to Clauses 11.6(a11.5(a) and 11.6(b) respectively), by reference to the unaudited consolidated accounts in the case of the first three financial quarters in each Financial Year and for the fourth financial quarter in each Financial Year, initially by reference to the unaudited consolidated accounts for the relevant fourth quarter and, once available, by reference to the audited consolidated accounts for that Financial Year of the Group; and (b) at any other time as the Agent may reasonably request by reference to such evidence as the Lenders may require to determine and calculate the financial covenants referred to in Clause 12.412.7. At the same time as it delivers the consolidated accounts referred to in this Clause 12.512.8, the Borrower shall deliver to the Agent a Compliance Certificate demonstrating its compliance (or not, as the case may be) with the provisions of Clause 12.4 12.7 signed by the chief financial officer of the Borrower.