DELIVERY LOAN. 1. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Delivery Loan Utilisation Date. 2. A duly executed original of the Delivery General Assignment and the Mortgage. 3. A duly executed Power of Attorney and the Appointment of Judicial Representative in respect of the Mortgage. 4. A legal opinion from Xxxxx & Overy LLP, London, English legal advisers to the Lenders, in respect of the Delivery General Assignment. 5. A legal opinion from Xxxxxx & Xxxxxx, Xxxxxxxx Islands legal adviser and Fenech & Fenech, Maltese legal adviser to the Lenders, in respect of the Delivery General Assignment and the Mortgage. 6. A transcript of the Maltese Ship Registry showing that: (a) the Mortgage has been duly recorded in Malta and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maltese Registrar of Shipping in respect of the Vessel have been paid in full; and (b) the Vessel is provisionally registered in the name of the Owner as a fully completed Maltese ship at the port of Valletta free of all Security Interests other than Permitted Liens. 7. Copies of such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement and which are reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on the Delivery Loan Utilisation Date. 8. A certified copy of: (a) a final classification certificate from the Classification Society in respect of the Vessel showing the Vessel to be in class without recommendation, condition or qualification (other than any immaterial recommendations, conditions or qualifications that are capable of rectification within 12 months or such shorter period as is required by the Classification Society) or, in the event that this is not available, a faxed copy with a certified copy to follow as soon as practicable after the Delivery Date; (b) a valid Interim Safety Management Certificate; (c) a valid Document of Compliance; and (d) a valid International Ship Security Certificate. 9. Confirmation acceptable to the Facility Agent (such acceptance not to be unreasonably withheld or delayed) that the Owner will accept the Vessel pursuant to the terms of the Shipbuilding Contract and execute a protocol of delivery and acceptance. 10. A certified copy of the commercial invoice in respect of the Vessel. 11. A certified copy of the Builder’s certificate in respect of the Vessel. 12. A certified copy of the Drilling Charter and any Charterer Parent Guarantee and duly executed and, where necessary, notarised, legalised and/or apostilled and copies of all other documents referred to in Clause 16.22(b). 13. Duly executed and, where necessary, notarised, legalised and/or apostilled notices of assignment of the Obligatory Insurances in respect of the Vessel duly executed by the Owner substantially in the form provided for in the Delivery General Assignment and all confirmations and acknowledgements required in accordance with the terms of the Delivery General Assignment.
Appears in 1 contract
DELIVERY LOAN. 1. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Delivery Loan Utilisation Date.
2. A duly executed original of the Delivery General Assignment and the Mortgage.
3. A duly executed Power of Attorney and the Appointment of Judicial Representative in respect of the Mortgage.
4. A legal opinion from Xxxxx & Overy Xxxxx LLP, London, English legal advisers to the Lenders, in respect of the Delivery General Assignment.
5. A legal opinion from Xxxxxx & Xxxxxx, Xxxxxxxx Islands legal adviser and Fenech & Fenech, Maltese legal adviser to the Lenders, in respect of the Delivery General Assignment and the Mortgage.
6. A transcript of the Maltese Xxxxxxxx Islands Ship Registry showing that:
(a) the Mortgage has been duly recorded in Malta the Xxxxxxxx Islands and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maltese Xxxxxxxx Islands Registrar of Shipping in respect of the Vessel have been paid in full; and
(b) the Vessel is provisionally registered in the name of the Owner as a fully completed Maltese Xxxxxxxx Islands ship at the port of Valletta free of all Security Interests other than Permitted Liens.
7. Copies of such other documents and/or legal opinions which, based on legal advice received from the relevant advisers referred to in this Agreement and which are reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on the Delivery Loan Utilisation Date.
8. A certified copy of:
(a) a final classification certificate from the Classification Society in respect of the Vessel showing the Vessel to be in class without recommendation, condition or qualification (other than any immaterial recommendations, conditions or qualifications that are capable of rectification within 12 months or such shorter period as is required by the Classification Society) or, in the event that this is not available, a faxed copy with a certified copy to follow as soon as practicable after the Delivery Date;
(b) a valid Interim Safety Management Certificate;
(c) a valid Document of Compliance; and
(d) a valid International Ship Security Certificate.
9. Confirmation acceptable to the Facility Agent (such acceptance not to be unreasonably withheld or delayed) that the Owner will accept the Vessel pursuant to the terms of the Shipbuilding Contract and execute a protocol of delivery and acceptance.
10. A certified copy of the commercial invoice in respect of the Vessel.
11. A certified copy of the Builder’s certificate in respect of the Vessel.
12. A certified copy of the Drilling Charter and any Charterer Parent Guarantee and duly executed and, where necessary, notarised, legalised and/or apostilled and copies of all other documents referred to in Clause 16.22(b).
13. Duly executed and, where necessary, notarised, legalised and/or apostilled notices of assignment of the Obligatory Insurances in respect of the Vessel duly executed by the Owner substantially in the form provided for in the Delivery General Assignment and all confirmations and acknowledgements required in accordance with the terms of the Delivery General Assignment.
Appears in 1 contract
DELIVERY LOAN. 1. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Delivery Loan Utilisation Date.
2. A duly executed original of the Delivery General Assignment and the Mortgage.
3. A duly executed Power of Attorney and the Appointment of Judicial Representative in respect of the Mortgage.
4. A legal opinion from Xxxxx & Overy Xxxxx LLP, London, English legal advisers to the Lenders, in respect of the Delivery General Assignment.
5. A legal opinion from Xxxxxx & Xxxxxx, Xxxxxxxx Islands legal adviser and Fenech & Fenech, Maltese legal adviser to the Lenders, in respect of the Delivery General Assignment and the Mortgage.
6. A transcript of the Maltese Ship Registry showing that:
(a) the Mortgage has been duly recorded in Malta and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maltese Registrar of Shipping in respect of the Vessel have been paid in full; and
(b) the Vessel is provisionally registered in the name of the Owner as a fully completed Maltese ship at the port of Valletta free of all Security Interests other than Permitted Liens.
7. Copies of such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement and which are reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on the Delivery Loan Utilisation Date.
8. A certified copy of:
(a) a final classification certificate from the Classification Society in respect of the Vessel showing the Vessel to be in class without recommendation, condition or qualification (other than any immaterial recommendations, conditions or qualifications that are capable of rectification within 12 months or such shorter period as is required by the Classification Society) or, in the event that this is not available, a faxed copy with a certified copy to follow as soon as practicable after the Delivery Date;
(b) a valid Interim Safety Management Certificate;
(c) a valid Document of Compliance; and
(d) a valid International Ship Security Certificate.
9. Confirmation acceptable to the Facility Agent (such acceptance not to be unreasonably withheld or delayed) that the Owner will accept the Vessel pursuant to the terms of the Shipbuilding Contract and execute a protocol of delivery and acceptance.
10. A certified copy of the commercial invoice in respect of the Vessel.
11. A certified copy of the Builder’s certificate in respect of the Vessel.
12. A certified copy of the Drilling Charter and any Charterer Parent Guarantee and duly executed and, where necessary, notarised, legalised and/or apostilled and copies of all other documents referred to in Clause 16.22(b).
13. Duly executed and, where necessary, notarised, legalised and/or apostilled notices of assignment of the Obligatory Insurances in respect of the Vessel duly executed by the Owner substantially in the form provided for in the Delivery General Assignment and all confirmations and acknowledgements required in accordance with the terms of the Delivery General Assignment.
Appears in 1 contract
DELIVERY LOAN. 1. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Delivery Loan Utilisation Date.
2. A duly executed original of the Delivery General Assignment and the Mortgage.
3. A duly executed Power of Attorney and the Appointment of Judicial Representative in respect of the Mortgage.
4. A legal opinion from Xxxxx & Overy Xxxxx LLP, London, English legal advisers to the Lenders, in respect of the Delivery General Assignment.
5. A legal opinion from Xxxxxx & Xxxxxx, Xxxxxxxx Islands legal adviser and Fenech & Fenech, Maltese legal adviser to the Lenders, in respect of the Delivery General Assignment and the Mortgage.
6. A transcript of the Maltese Ship Registry showing that:
(a) the Mortgage has been duly recorded in Malta and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maltese Registrar of Shipping in respect of the Vessel have been paid in full; and
(b) the Vessel is provisionally registered in the name of the Owner as a fully completed Maltese ship at the port of Valletta free of all Security Interests other than Permitted Liens.
7. Copies of such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement and which are reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on the Delivery Loan Utilisation Date.
8. A certified copy of:
(a) a final classification certificate from the Classification Society in respect of the Vessel showing the Vessel to be in class without recommendation, condition or qualification (other than any immaterial recommendations, conditions or qualifications that are capable of rectification within 12 months or such shorter period as is required by the Classification Society) or, in the event that this is not available, a faxed copy with a certified copy to follow as soon as practicable after the Delivery Date;
(b) a valid Interim Safety Management Certificate;
(c) a valid Document of Compliance; and
(d) a valid International Ship Security Certificate.
9. Confirmation acceptable to the Facility Agent (such acceptance not to be unreasonably withheld or delayed) that the Owner will accept the Vessel pursuant to the terms of the Shipbuilding Contract and execute a protocol of delivery and acceptance.
10. A certified copy of the commercial invoice in respect of the VesselXxxxxx.
1100. A certified copy of the Builder’s certificate in respect of the Vessel.
12. A certified copy of the Drilling Charter and any Charterer Parent Guarantee and duly executed and, where necessary, notarised, legalised and/or apostilled and copies of all other documents referred to in Clause 16.22(b).
13. Duly executed and, where necessary, notarised, legalised and/or apostilled notices of assignment of the Obligatory Insurances in respect of the Vessel duly executed by the Owner substantially in the form provided for in the Delivery General Assignment and all confirmations and acknowledgements required in accordance with the terms of the Delivery General Assignment.
14. Confirmation from the Facility Agent of its satisfaction with a final insurance report prepared by Xxxxx, or such other insurance adviser appointed by the Facility Agent and fax confirmations from each broker (if applicable), insurer and club concerned with the Obligatory Insurances that the insurances meet the requirements set out in Clause 17.1 including the insurances referred to in Clause 17.1(e), will be effective from the actual delivery of the Vessel and are consistent with the requirements of the Drilling Charter.
15. Duly executed letters of undertaking substantially in the form provided in the Delivery General Assignment from, inter alios, the approved brokers (if applicable), insurer and club concerned with the Obligatory Insurances.
16. The Annual Budget of the Owner in agreed form and approved by the Lenders, for the year from the date of payment of the Delivery Loan falls.
17. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution required under Clause l2.2(a)(i); and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Delivery Loan.
18. A copy of any and all invoices issued by the Builder in relation to any Instalments payable by the Owner on or before the Delivery Loan Utilisation Date.
19. Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part I of this Schedule at paragraphs 1, 2, 3, 19, 20 and 22.
20. Evidence that the Required DSRA Balance has been or will immediately after the drawing of the Delivery Loan be credited to the balance of the Debt Service Reserve Account.
21. Receipt of updated budgets and financial projections referred to in Part I of this Schedule at paragraph 22, and a technical memorandum issued by the Technical Adviser covering the relevant Workscope, to be achieved by the Delivery Loan Utilisation Date and confirming that the construction milestones specified under Clause 16.29 (Construction Milestones) has been met.
22. Evidence that the Owner’s equity in the Vessel is not less than 30% of the total Vessel Cost.
23. Evidence that the project the subject of the Related Contracts, has sufficient ongoing maintenance opex and working capital requirements, and evidence in the form of reserves, if necessary, that the Owner will be able to meet these ongoing requirements.
24. Confirmation from the Owner and the Facility Agent (acting on behalf of each of the Lenders) of their satisfactory due diligence on the Charterer’s and the Lenders’ withholding tax and the Owner’s withholding tax and corporation tax exposure, if any.
25. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
Appears in 1 contract
DELIVERY LOAN. 1. A certified copy of the invoice issued by the Builder in relation to the Instalment payable by the Owner on the Delivery Loan Utilisation Date.
2. A duly executed original of the Delivery General Assignment and the Mortgage.
3. A duly executed Power of Attorney and the Appointment of Judicial Representative in respect of the Mortgage.
4. A legal opinion from Xxxxx & Overy Xxxxx LLP, London, English legal advisers to the Lenders, in respect of the Delivery General Assignment.
5. A legal opinion from Xxxxxx & Xxxxxx, Xxxxxxxx Islands legal adviser and Fenech & Fenech, Maltese legal adviser to the Lenders, in respect of the Delivery General Assignment and the Mortgage.
6. A transcript of the Maltese Ship Registry showing that:
(a) the Mortgage has been duly recorded in Malta and constitutes a first priority security interest over the Vessel and that all taxes and fees payable to the Maltese Registrar of Shipping in respect of the Vessel have been paid in full; and
(b) the Vessel is provisionally registered in the name of the Owner as a fully completed Maltese ship at the port of Valletta free of all Security Interests other than Permitted Liens.
7. Copies of such other documents which, based on legal advice received from the relevant advisers referred to in this Agreement and which are reasonably required to evidence the legality, validity and enforceability of the obligations of the parties to any Finance Document being delivered on the Delivery Loan Utilisation Date.
8. A certified copy of:
(a) a final classification certificate from the Classification Society in respect of the Vessel showing the Vessel to be in class without recommendation, condition or qualification (other than any immaterial recommendations, conditions or qualifications that are capable of rectification within 12 months or such shorter period as is required by the Classification Society) or, in the event that this is not available, a faxed copy with a certified copy to follow as soon as practicable after the Delivery Date;
(b) a valid Interim Safety Management Certificate;
(c) a valid Document of Compliance; and
(d) a valid International Ship Security Certificate.
9. Confirmation acceptable to the Facility Agent (such acceptance not to be unreasonably withheld or delayed) that the Owner will accept the Vessel pursuant to the terms of the Shipbuilding Contract and execute a protocol of delivery and acceptance.
10. A certified copy of the commercial invoice in respect of the VesselXxxxxx.
1100. A certified copy of the Builder’s certificate in respect of the Vessel.
12. A certified copy of the Drilling Charter and any Charterer Parent Guarantee and duly executed and, where necessary, notarised, legalised and/or apostilled and copies of all other documents referred to in Clause 16.22(b).
13. Duly executed and, where necessary, notarised, legalised and/or apostilled notices of assignment of the Obligatory Insurances in respect of the Vessel duly executed by the Owner substantially in the form provided for in the Delivery General Assignment and all confirmations and acknowledgements required in accordance with the terms of the Delivery General Assignment.
14. Confirmation from the Facility Agent of its satisfaction with a final insurance report prepared by Xxxxx, or such other insurance adviser appointed by the Facility Agent and fax confirmations from each broker (if applicable), insurer and club concerned with the Obligatory Insurances that the insurances meet the requirements set out in Clause 17.1 including the insurances referred to in Clause 17.1(e), will be effective from the actual delivery of the Vessel and are consistent with the requirements of the Drilling Charter.
15. Duly executed letters of undertaking substantially in the form provided in the Delivery General Assignment from, inter alios, the approved brokers (if applicable), insurer and club concerned with the Obligatory Insurances.
16. The Annual Budget of the Owner in agreed form and approved by the Lenders, for the year from the date of payment of the Delivery Loan falls.
17. Confirmation from the Account Bank that the Owner has deposited in the Proceeds Account:
(a) any Balancing Equity Contribution required under Clause 12.2(a)(i); and
(b) the relevant Equity Contribution required under Clause 12.2(a)(i)(B), in respect of the Delivery Loan.
18. A copy of any and all invoices issued by the Builder in relation to any Instalments payable by the Owner on or before the Delivery Loan Utilisation Date.
19. Refresh certificates or, as the case may be confirmation and satisfactory evidence of continued compliance with the conditions precedent referred to in Part 1 of this Schedule at paragraphs 1, 2, 3, 19, 20 and 22.
20. Evidence that the Required DSRA Balance has been or will immediately after the drawing of the Delivery Loan be credited to the balance of the Debt Service Reserve Account.
21. Receipt of updated budgets and financial projections referred to in Part 1 of this Schedule at paragraph 22, and a technical memorandum issued by the Technical Adviser covering the relevant Workscope, to be achieved by the Delivery Loan Utilisation Date and confirming that the construction milestones specified under Clause 16.29 (Construction Milestones) has been met.
22. Evidence that the Owner’s equity in the Vessel is not less than 30% of the total Vessel Cost.
23. Evidence that the project the subject of the Related Contracts, has sufficient ongoing maintenance opex and working capital requirements, and evidence in the form of reserves, if necessary, that the Owner will be able to meet these ongoing requirements.
24. Confirmation from the Owner and the Facility Agent (acting on behalf of each of the Lenders) of their satisfactory due diligence on the Charterer’s and the Lenders’ withholding tax and the Owner’s withholding tax and corporation tax exposure, if any.
25. Confirmation, if applicable, that in the circumstances referred to in Clause 18.1 (Events of Default), following an event of insolvency in respect of the Builder, a replacement builder has been agreed by the Finance Parties and the Owner within three months of the date of such insolvency event.
Appears in 1 contract
