Common use of CONDITIONS TO EXECUTION AND DELIVERY OF THE GUARANTEE Clause in Contracts

CONDITIONS TO EXECUTION AND DELIVERY OF THE GUARANTEE. The obligation of the Secretary to execute and deliver the Guarantee on the Closing Date shall be subject to the following conditions unless waived in writing by the Secretary: (a) the Closing Date shall occur on or prior to September 11, 1999. (b) the Shipowner and the Shipyard shall have executed and delivered to the Secretary a copy of the Construction Contract, as amended, and the Shipyard shall have executed the Consent of Shipyard. (c) the Shipowner shall have executed and delivered the following documents in the form attached hereto: the Security Agreement, Financial Agreement, Trust Indenture, Secretary's Note, Obligations, Credit Agreement, and Depository Agreement; (d) the Indenture Trustee shall have executed, in the form attached hereto, the Authorization Agreement and Trust Indenture; the Depository shall have executed the Depository Agreement; and the Lender shall have executed the Credit Agreement; (e) the following documents shall have been delivered to the Secretary: (i) one executed counterpart and one copy of the Credit Agreement; (ii) two executed counterparts of the Trust Indenture, (iii) two specimen copies of the Obligations; (iv) two executed originals of the legal opinion issued under section (j) of this Article; (v) two copies of the legal opinion delivered to the Lender pursuant to the Credit Agreement, and (vi) two originals of all other documents delivered by the Shipowner, Indenture Trustee or the Depository in connection with this Closing. (f) the Shipowner shall have executed an Officer's Certificate representing and warranting the truth of the following statements as of the Closing Date: (i) each of the representations and warranties set out at Section 2.01 of the Security Agreement; and (ii) the Shipowner is not in violation of any Federal laws having a substantial adverse effect on the interests of the United States of America and that the consummation of the Commitment would not violate non-Title XI Federal law. (g) the Secretary shall have received the Guarantee Fee payable under Section 1104A(e) of Title XI and the Investigation Fee, due under Section 1104A(f) of Title XI. (h) the Shipowner shall have complied in all material respects with its agreements under this Guarantee Commitment; (i) there shall not have occurred any event which constitutes (or after any period of time or any notice, or both, would constitute) a "Default" under the Security Agreement; (j) there shall have been delivered to the Secretary by the Shipowner opinions of counsel admitted to the appropriate jurisdictions of the United States and British Virgin Islands, the Commonwealth of the Bahamas, and the Federative Republic of Brazil acceptable to the Secretary, in the form annexed hereto as Schedule One which shall include, among other things, an opinion to the effect that: (i) by the terms of the Security Agreement, the Shipowner has granted to the Secretary a fully perfected, first priority security interest in each of the assets which constitutes the Security; and (ii) all filings, recordings, notice and other actions required to perfect the Secretary's interest in the Security and to render such security interest valid and enforceable under applicable law have been duly effected:

CONDITIONS TO EXECUTION AND DELIVERY OF THE GUARANTEE. The obligation of the Secretary to execute and deliver the Guarantee on the Closing Date shall be subject to the following conditions unless waived in writing by the Secretary: (a) the Closing Date shall occur on or prior to September 11March 31, 1999.2001; (b) the Shipowner and the Shipyard shall have executed and delivered to the Secretary a copy of the Construction Contract, as amended, Contract and the Shipyard shall have executed the Consent of Shipyard.; (c) the Shipowner shall have executed and delivered the following documents on the Closing Date in the form attached hereto: the Security Agreement, the Financial Agreement, Trust the Indenture, the Obligation Purchase Agreement, the Secretary's Note, Obligations, Credit the Depository Agreement, the Authorization Agreement and Depository Agreementthe Obligations and, on the Delivery Date, the Mortgage; (d) the Indenture Trustee shall have executed, in the form attached hereto, the Indenture and the Authorization Agreement and Trust Indenture; the Depository shall have executed the Depository Agreement; and ; (e) the Lender Obligation purchaser shall have executed the Credit Obligation Purchase Agreement; (ef) the Guarantor shall have executed and delivered, in the form attached hereto, the Guaranty Agreement; (g) the Parent Company shall have executed and delivered, in the form attached hereto, the Funding Agreement; (h) the following documents shall have been delivered to the Secretary: (i) one executed counterpart and one copy of the Credit Agreement; (ii) two executed counterparts of the Trust Indenture, (iiiii) two specimen copies of the Obligations; (iviii) two executed originals of the legal opinion issued under section (jm) of this Article; (viv) two copies of the legal opinion delivered to the Lender Obligees pursuant to the Credit Obligation Purchase Agreement, ; and (viv) two originals of all other documents delivered by the Shipowner, the Guarantor, the Indenture Trustee or the Depository in connection with this Closing. (fi) if the Shipowner intends to operate the Vessel in the U.S. domestic trade, the Shipowner and any bareboat charterers of such Vessel shall have furnished to the Secretary on the Closing Date an affidavit complying with the requirements of 46 CFR ss.355, demonstrating U.S. citizenship; (j) the Shipowner shall have executed an Officer's Certificate representing and warranting the truth of the following statements as of the Closing Date: (i) each of the representations and warranties set out at Section 2.01 of the General Provisions of the Security AgreementAgreement in Appendix III; and (ii) the Shipowner is not in violation of any Federal laws having a substantial adverse effect on the interests of the United States of America and that the consummation of the Commitment would not violate complies with non-Title XI Federal law. (gk) At the Closing the Shipowner shall pay and the Secretary shall have received receive the Guarantee Fee payable under Section 1104A(e) based upon the principal amount and maturity of Title XI and the Investigation Fee, due under Section 1104A(f) of Title XI.Obligations to be issued at the Closing; (hl) the Shipowner shall have complied in all material respects with its agreements under this Guarantee Commitment; (im) there shall not have occurred any event which constitutes (or after any period of time or any notice, or both, would constitute) a "Default" under the Security Agreement; (jn) there shall have been delivered to the Secretary by the Shipowner opinions an opinion of counsel admitted to the appropriate jurisdictions of the United States and British Virgin Islands, the Commonwealth of the Bahamas, and the Federative Republic of Brazil acceptable to the Secretary, in the form annexed hereto as Schedule One 1 which shall include, among other things, an opinion to the effect that: (i) by the terms of the Security Agreement, the Shipowner has granted to the Secretary a fully perfected, first priority security interest in each of the assets which constitutes the Security; and (ii) all filings, recordings, notice notices and other actions required to perfect the Secretary's interest interests in the Security and to render such security interest interests valid and enforceable under applicable State law have been duly effected:; (o) the Secretary shall have received a letter agreement from the Shipowner to provide the Secretary within a reasonable time after the Closing Date, with five conformed copies of the Guarantee Commitment and each of the Appendices and Exhibits thereto executed on or prior to such date; (p) on the Closing Date, the qualifying requirements set forth in Section 11 of the Financial Agreement shall have been complied with and certified to as required therein; (q) at least ten days prior to the Closing Date, there shall have been delivered to the Secretary, pro forma balance sheets for the Shipowner as of the Closing Date, certified by an officer of the Shipowner showing, among other things, all non-Title XI debt of the Shipowner; (r) on the Closing Date, the Shipowner shall certify that all non-Title XI loans to the Shipowner relating to the Vessel have been discharged or subordinated satisfactorily to the Secretary; (s) at least ten days prior to the Closing Date, the Shipowner shall have provided the Secretary with satisfactory evidence of insurance as required by the Security Agreement; and (t) on the Closing Date the Shipowner shall execute a declaration, in conformance with 31 USC 1352, disclosing all lobbying activities.

CONDITIONS TO EXECUTION AND DELIVERY OF THE GUARANTEE. The obligation of the Secretary to execute and deliver the Guarantee on the Closing Date shall be subject to the following conditions unless waived in writing by the Secretary: (a) the Closing Date shall occur on or prior to September 11April 20, 1999.2000; (b) the Shipowner and the Shipyard shall have executed and delivered to the Secretary a copy of the Construction Contract, as amended, and the Shipyard shall have executed the Consent of Shipyard.; (c) the Shipowner shall have executed and delivered the following documents in the form attached hereto: the Security Agreement, Amendment No. 3 to Financial Agreement, Trust Indenture, Secretary's Note, Obligations, Credit Agreement, and Amendment No. 2 to the Depository Agreement; (d) the Indenture Trustee shall have executed, in the form attached hereto, the Authorization Agreement and Trust Indenture; , the Depository shall have executed the Depository Agreement; and the Lender shall have executed the Credit Agreement; (e) the following documents shall have been delivered to the Secretary: (i) one executed counterpart and one copy of the Credit AgreementAgreement ; (ii) two executed counterparts of the Trust Indenture, (iii) two specimen copies of the Obligations; (iv) two executed originals of the legal opinion issued under section (jk) of this Article; (v) two copies of the legal opinion delivered to the Lender pursuant to the Credit Agreement, and (vi) two originals of all other documents delivered by the Shipowner, Indenture Trustee or the Depository in connection with this Closing.; (f) if the Shipowner intends to operate the Vessel in the U.S. domestic trade, the Shipowner and any bareboat charterers of such Vessel shall have furnished to the Secretary on the Closing Date an affidavit complying with the requirements of 46 C.F.R. 355, demonstrating U.S. citizenship; (g) the Shipowner shall have executed an Officer's Certificate representing and warranting the truth of the following statements as of the Closing Date: (i) each of the representations and warranties set out at Section 2.01 of the General Provisions of the Security AgreementAgreement in Appendix III; and (ii) the Shipowner is not in violation of any Federal laws having a substantial adverse effect on the interests of the United States of America and that the consummation of the Commitment would not violate complies with non-Title XI Federal law. (gh) the Secretary shall have received the Guarantee Fee payable under Section 1104A(e1104A (e) of Title XI and the Investigation Fee, Fee due under Section 1104A(f1104A (f) of Title XI.; (hi) the Shipowner shall have complied in all material respects with its agreements under this Guarantee Commitment; (ij) there shall not have occurred any event which constitutes (or after any period of time or any notice, or both, would constitute) a "Default" under the Security Agreement; (jk) there shall have been delivered to the Secretary by the Shipowner opinions an opinion of counsel admitted to the appropriate jurisdictions of the United States and British Virgin Islands, the Commonwealth of the Bahamas, and the Federative Republic of Brazil acceptable to the Secretary, in the form annexed hereto as Schedule One 1 which shall include, among other things, an opinion to the effect that: (i) by the terms of the Security Agreement, the Shipowner has granted to the Secretary a fully perfected, first priority security interest in each of the assets which constitutes the Security; and (ii) all filings, recordings, notice notices and other actions required to perfect the Secretary's interest interests in the Security and to render such security interest interests valid and enforceable under applicable State law have been duly effected:; (l) the Secretary shall have received a letter agreement from the Shipowner to provide the Secretary within a reasonable time after the Closing Date, with eight conformed copies of the Guarantee Commitment and each of the Appendices and Exhibits thereto executed on or prior to such date; (m) on the Closing Date, the qualifying requirements set forth in Section 15 of the Financial Agreement shall have been complied with and certified to as required therein; and (n) at least ten (10) days prior to the Closing Date, there shall have been delivered to the Secretary, pro forma balance sheets for the Shipowner as of the Closing Date, certified by an officer of the Shipowner showing, among other things, all non-Title XI debt of the Shipowner; (o) on the Closing Date, the Shipowner shall certify that all non-Title XI debt to the Shipowner relating to the Vessel have been discharged or subordinated satisfactorily to the Secretary; and (p) at least ten (10) days prior to the Closing Date, the Shipowner shall have provided the Secretary with satisfactory evidence of marine insurance as required by the Security Agreement.

CONDITIONS TO EXECUTION AND DELIVERY OF THE GUARANTEE. A. The obligation of the Secretary to execute and deliver the Guarantee on the a Note Closing Date and a Bond Closing Date shall be subject to the following conditions unless waived in writing by the Secretary: (a) the first Note Closing Date shall occur on or prior to September 11April 8, 1999.2000 and the final Bond Closing Date shall occur on or prior to one year from the Delivery Date; (b) the Shipowner and the Shipyard shall have executed and delivered to the Secretary a copy of the Construction Contract, as amended, Contract and the Shipyard shall have executed the Consent of Shipyard.; (c) the Shipowner shall have executed and delivered the following documents in the form attached hereto: the Security Agreement, the Financial Agreement, Trust the Indenture, the Note Purchase Agreement, the Secretary's Note, Obligations, Credit the Depository Agreement, the Authorization Agreement and Depository Agreementthe Notes; (d) the Indenture Trustee shall have executed, in the form attached hereto, the Indenture and the Authorization Agreement and Trust Indenture; the Depository shall have executed the Depository Agreement; and the Lender ; (e) The Note purchaser shall have executed the Credit Note Purchase Agreement; (ef) the Guarantor shall have executed and delivered, in the form attached hereto, the Parent Guaranty; (g) the following documents shall have been delivered to the Secretary: (i) one executed counterpart and one copy of the Credit Agreement; (ii) two executed counterparts of the Trust Indenture, (iiiii) two specimen copies of the ObligationsNotes; (iviii) two executed originals of the legal opinion issued under section (jl) of this Article; (viv) two copies of the legal opinion delivered to the Lender Obligees pursuant to the Credit Note Purchase Agreement, ; and (viv) two originals of all other documents delivered by the Shipowner, the Guarantor, the Indenture Trustee or the Depository in connection with this Closing. (fh) if the Shipowner intends to operate the Vessel in the U.S. domestic trade, the Shipowner and any bareboat charterers of such Vessel shall have furnished to the Secretary on the Note Closing Date an affidavit complying with the requirements of 46 CFR Section 355, demonstrating U.S. citizenship; (i) the Shipowner shall have executed an Officer's Certificate representing and warranting the truth of the following statements as of the Note Closing Date: (i) each of the representations and warranties set out at Section 2.01 of the General Provisions of the Security AgreementAgreement in Appendix III; and (ii) the Shipowner is not in violation of any Federal laws having a substantial adverse effect on the interests of the United States of America and that the consummation of the Commitment would not violate complies with non-Title XI Federal law. (gj) At the Closing of each Note or Bond, the Secretary shall have received receive the Guarantee Fee payable under Section 1104A(ebased upon the principal amount and maturity of each Obligation to be issued, set at three-eighths of one percent for each Note issued during the construction of the Vessel, and three-quarters of one percent (i) for each Note issued after the Delivery Date, and (ii) for each Bond, and paid at the Closing of Title XI and the Investigation Fee, due under Section 1104A(f) of Title XI.each Note or Bond; (hk) the Shipowner shall have complied in all material respects with its agreements under this Guarantee Commitment; (il) there shall not have occurred any event which constitutes (or after any period of time or any notice, or both, would constitute) a "Default" under the Security Agreement; (jm) there shall have been delivered to the Secretary by the Shipowner opinions an opinion of counsel admitted to the appropriate jurisdictions of the United States and British Virgin Islands, the Commonwealth of the Bahamas, and the Federative Republic of Brazil acceptable to the Secretary, in the form annexed hereto as Schedule One 1 which shall include, among other things, an opinion to the effect that: (i) by the terms of the Security Agreement, the Shipowner has granted to the Secretary a fully perfected, first priority security interest in each of the assets which constitutes the Security; and (ii) all filings, recordings, notice notices and other actions required to perfect the Secretary's interest interests in the Security and to render such security interest interests valid and enforceable under applicable State law have been duly effected; (n) the Secretary shall have received a letter agreement from the Shipowner to provide the Secretary within a reasonable time after the Note Closing Date, with five conformed copies of the Guarantee Commitment and each of the Appendices and Exhibits thereto executed on or prior to such date; (o) on the Note Closing Date, the qualifying requirements set forth in Section 11 of the Financial Agreement shall have been complied with and certified to as required therein; and (p) at least ten days prior to the Note Closing Date, there shall have been delivered to the Secretary, pro forma balance sheets for the Shipowner as of the Note Closing Date, certified by an officer of the Shipowner showing, among other things, all non-Title XI debt of the Shipowner; (q) on the Note Closing Date, the Shipowner shall certify that all non-Title XI loans to the Shipowner relating to the Vessel have been discharged or subordinated satisfactorily to the Secretary; (r) at least ten days prior to the Note Closing Date, the Shipowner shall have provided the Secretary with satisfactory evidence of insurance as required by the Security Agreement; (s) the Guarantor shall have executed and delivered the Parent Guarantee, and; (t) on the Note Closing Date the Shipowner shall execute a declaration, in conformance with 31 USC 1352, disclosing all lobbying activities. B. The obligation of the Secretary to execute and deliver a Secretary's Determination on any subsequent Note Closing or the Bond Closing Date shall be subject to the following conditions unless waived in writing by the Secretary: (a) the Shipowner shall have executed and delivered the following documents in the form attached hereto: the Notes and the Note Purchase Agreement or the Bonds and the Bond Purchase Agreement, as the case may be; (b) the Note purchaser or the Bond purchaser, as the case may be shall have executed the Note Purchase Agreement or the Bond Purchase Agreement, as applicable; (c) the following documents shall have been delivered to the Secretary: (i) one executed counterpart and one copy of the Note Purchase Agreement or Bond Purchase Agreement and two conformed copies of the Offering Circular; (ii) two specimen copies of the Notes or Bonds; (iii) two executed originals of the legal opinion issued under section (k) of this Article; (iv) two copies of the legal opinion delivered to the Obligees pursuant to the Note Purchase Agreement or Bond Purchase Agreement, and (v) two originals of all other documents delivered by the Shipowner, Indenture Trustee or the Depository in connection with the Note Closing or Bond Closing;

CONDITIONS TO EXECUTION AND DELIVERY OF THE GUARANTEE. The obligation of the Secretary to execute and deliver the Guarantee on the Closing Date shall be subject to the following conditions unless waived in writing by the Secretary: (a) the Closing Date shall occur on or prior to September 11March 31, 1999.2001; (b) the Shipowner and the Shipyard shall have executed and delivered to the Secretary a copy of the Construction Contract, as amended, Contract and the Shipyard shall have executed the Consent of Shipyard.; (c) the Shipowner shall have executed and delivered the following documents on the Closing Date in the form attached hereto: the Security Agreement, the Financial Agreement, Trust the Indenture, the Obligation Purchase Agreement, the Secretary's Note, Obligations, Credit the Depository Agreement, the Authorization Agreement and Depository Agreementthe Obligations and, on the Delivery Date, the Mortgage; (d) the Indenture Trustee shall have executed, in the form attached hereto, the Indenture and the Authorization Agreement and Trust Indenture; the Depository shall have executed the Depository Agreement; and the Lender ; (e) The Obligation purchaser shall have executed the Credit Obligation Purchase Agreement; (ef) the Guarantor shall have executed and delivered, in the form attached hereto, the Guaranty Agreement; (g) the Parent Company shall have executed and delivered, in the form attached hereto, the Funding Agreement; (h) the following documents shall have been delivered to the Secretary: (i) one executed counterpart and one copy of the Credit Agreement; (ii) two executed counterparts of the Trust Indenture, (iiiii) two specimen copies of the Obligations; (iviii) two executed originals of the legal opinion issued under section (jm) of this Article; (viv) two copies of the legal opinion delivered to the Lender Obligees pursuant to the Credit Obligation Purchase Agreement, ; and (viv) two originals of all other documents delivered by the Shipowner, the Guarantor, the Indenture Trustee or the Depository in connection with this Closing. (fi) if the Shipowner intends to operate the Vessel in the U.S. domestic trade, the Shipowner and any bareboat charterers of such Vessel shall have furnished to the Secretary on the Closing Date an affidavit complying with the requirements of 46 CFRss.355, demonstrating U.S. citizenship; (j) the Shipowner shall have executed an Officer's Certificate representing and warranting the truth of the following statements as of the Closing Date: (i) each of the representations and warranties set out at Section 2.01 of the General Provisions of the Security AgreementAgreement in Appendix III; and (ii) the Shipowner is not in violation of any Federal laws having a substantial adverse effect on the interests of the United States of America and that the consummation of the Commitment would not violate complies with non-Title XI Federal law. (gk) At the Closing the Shipowner shall pay and the Secretary shall have received receive the Guarantee Fee payable under Section 1104A(e) based upon the principal amount and maturity of Title XI and the Investigation Fee, due under Section 1104A(f) of Title XI.Obligations to be issued at the Closing; (hl) the Shipowner shall have complied in all material respects with its agreements under this Guarantee Commitment; (im) there shall not have occurred any event which constitutes (or after any period of time or any notice, or both, would constitute) a "Default" under the Security Agreement; (jn) there shall have been delivered to the Secretary by the Shipowner opinions an opinion of counsel admitted to the appropriate jurisdictions of the United States and British Virgin Islands, the Commonwealth of the Bahamas, and the Federative Republic of Brazil acceptable to the Secretary, in the form annexed hereto as Schedule One 1 which shall include, among other things, an opinion to the effect that: (i) by the terms of the Security Agreement, the Shipowner has granted to the Secretary a fully perfected, first priority security interest in each of the assets which constitutes the Security; and (ii) all filings, recordings, notice notices and other actions required to perfect the Secretary's interest interests in the Security and to render such security interest interests valid and enforceable under applicable State law have been duly effected:; (o) the Secretary shall have received a letter agreement from the Shipowner to provide the Secretary within a reasonable time after the Closing Date, with five conformed copies of the Guarantee Commitment and each of the Appendices and Exhibits thereto executed on or prior to such date; (p) on the Closing Date, the qualifying requirements set forth in Section 11 of the Financial Agreement shall have been complied with and certified to as required therein; (q) at least ten days prior to the Closing Date, there shall have been delivered to the Secretary, pro forma balance sheets for the Shipowner as of the Closing Date, certified by an officer of the Shipowner showing, among other things, all non-Title XI debt of the Shipowner; (r) on the Closing Date, the Shipowner shall certify that all non-Title XI loans to the Shipowner relating to the Vessel have been discharged or subordinated satisfactorily to the Secretary; (s) at least ten days prior to the Closing Date, the Shipowner shall have provided the Secretary with satisfactory evidence of insurance as required by the Security Agreement; and (t) on the Closing Date the Shipowner shall execute a declaration, in conformance with 31 USC 1352, disclosing all lobbying activities.

CONDITIONS TO EXECUTION AND DELIVERY OF THE GUARANTEE. The obligation of the Secretary to execute and deliver the Guarantee on the Closing Date shall be subject to the following conditions unless waived in writing by the Secretary: (a) the Closing Date shall occur on or prior to September 11, 1999. (b) the Shipowner and the Shipyard shall have executed and delivered to the Secretary a copy of the Construction Contract, as amended, and the Shipyard shall have executed the Consent of Shipyard. (c) the Shipowner shall have executed and delivered the following documents in the form attached hereto: the Security Agreement, Financial Agreement, Trust Indenture, Secretary's Note, Obligations, Credit Agreement, and Depository Agreement; (d) the Indenture Trustee shall have executed, in the form attached hereto, the Authorization Agreement and Trust Indenture; the Depository shall have executed the Depository Agreement; and the Lender shall have executed the Credit Agreement; (e) the The following documents shall have been delivered to the Secretary: (i) one executed counterpart and one copy of the Credit Agreement; (ii) two executed counterparts of the Trust Indenture, (iii) two specimen copies of the Obligations; (iv) two executed originals of the legal opinion issued under section (j) of this Article; (v) two copies of the legal opinion delivered to the Lender pursuant to the Credit Agreement, ; and (viiv) two originals of all other documents delivered by the Shipowner, Indenture Trustee or the Depository in connection with this Closing. (f) the Shipowner shall have executed an Officer's Certificate representing and warranting the truth of the following statements as of the Closing Date: (i) each of the representations and warranties set out at Section 2.01 of the Security Agreement; and (ii) the Shipowner is not in violation of any Federal laws having a substantial adverse effect on the interests of the United States of America and that the consummation of the Commitment would not violate non-Title XI Federal law. (g) the Secretary shall have received the Guarantee Fee payable under Section 1104A(e) of Title XI and the Investigation Fee, due under Section 1104A(f) of Title XI. (h) the Shipowner shall have complied in all material respects with its agreements under this Guarantee Commitment; (i) there shall not have occurred any event which constitutes (or after any period of time or any notice, or both, would constitute) a "Default" under the Security Agreement; (j) there shall have been delivered to the Secretary by the Shipowner opinions of counsel admitted to the appropriate jurisdictions of the United States and British Virgin Islands, the Commonwealth of the Bahamas, and the Federative Republic of Brazil acceptable to the Secretary, in the form annexed annex hereto as Schedule One which shall include, among other things, an opinion to the effect that: (i) by the terms of the Security Agreement, the Shipowner has granted to the Secretary a fully perfected, first priority security interest in each of the assets which constitutes the Security; and (ii) all filings, recordings, notice and other actions required to perfect the Secretary's interest in the Security and to render such security interest interests valid and enforceable under applicable law have been duly effected:;