Documents, fees and no default. Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent: (a) that, on or before the service of any Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice): (i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; and (ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act; (b) that, on each Drawdown Date but prior to the making of an Advance in respect of an Initial Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers; (c) that in respect of an Advance for an Additional Ship: (i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request)); (ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and (iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it; (d) that, on or before the service of the first Drawdown Notice, the Agent receives payment of the fees referred to in Clause 21.1 and payment of the expenses referred to in Clause 21.2; (e) that both at the date of each Drawdown Notice and at each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance; (ii) the representations and warranties in Clause 10 and those of the Borrowers or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and (iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender; (iv) there have been no material adverse global economic or political developments; (v) there have been no material adverse developments in the international money and capital markets; and (vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement; (f) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and (g) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, request by notice to the Borrowers prior to the Drawdown Date.
Appears in 2 contracts
Samples: Loan Agreement (Pangaea Logistics Solutions Ltd.), Loan Agreement (Quartet Holdco Ltd.)
Documents, fees and no default. Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any a Drawdown Notice, the Agent receives (to and the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):Lenders receive:
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers(other than such documents delivered in connection with a prior Advance, if any); and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each the relevant Drawdown Date but prior to the making of an Advance in respect of an Initial ShipAdvance, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers(other than such documents delivered in connection with a prior Advance, if any);
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first a Drawdown Notice, the Agent receives the payment of the any fees referred to in Clause 21.1 and payment of the expenses referred to in Clause 21.221;
(ed) that both at the date of each a Drawdown Notice and at each the relevant Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance;
(ii) the representations and warranties in Clause 10 and those of the Borrowers or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and;
(iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or any of the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have has been no material adverse global economic or political developments;; and
(v) there have has been no material adverse developments development in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fe) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and
(gf) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, reasonably request by written notice (email is an acceptable form of such notice) to the Borrowers prior to the relevant Drawdown Date.
Appears in 2 contracts
Samples: Loan Agreement (Pangaea Logistics Solutions Ltd.), Loan Agreement (Pangaea Logistics Solutions Ltd.)
Documents, fees and no default. Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any a Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):receives:
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers(other than such documents delivered in connection with a prior Advance, if any); and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each the relevant Drawdown Date but prior to the making of an Advance in respect of an Initial ShipAdvance, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers(other than such documents delivered in connection with a prior Advance, if any;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first a Drawdown Notice, the Agent receives payment of the fees facility fee referred to in Clause 21.1, all accrued commitment fee payable pursuant to Clause 21.1 and the upfront fee related to such Advance referred to in Clause 21.1 and has received payment of the expenses referred to in Clause 21.2;; and
(ed) that both at the date of each a Drawdown Notice and at each the relevant Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance;
(ii) the representations and warranties in Clause 10 and those of the Borrowers or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and;
(iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or any of the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have has been no material adverse global economic or political developments;; and
(v) there have has been no material adverse developments development in the international money and capital markets; and.
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fe) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and
(gf) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, reasonably request by written notice (email is an acceptable form of such notice) to the Borrowers prior to the relevant Drawdown Date.
Appears in 2 contracts
Samples: Loan Agreement (Pangaea Logistics Solutions Ltd.), Loan Agreement (Pangaea Logistics Solutions Ltd.)
Documents, fees and no default. Each Lender’s obligation to contribute to an make its Ratable Portion of the Advance is subject to the following conditions precedent:
(a) that, that on or before the service of any the Drawdown Notice, the Facility Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):shall have received:
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyersthis Agreement, duly executed by all parties hereto; and
(ii) such documentation and other evidence as is reasonably requested by the Agent Facility Agent, a Lender or a Lender Swap Bank in order for each Lender or Swap Bank, as the case may be, to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and Facility Agent, each of the Lenders and the Swap Banks to identify each Security Party of the Obligors in accordance with the requirements of the USA PATRIOT Act (Title III of Pub.: 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”);
(b) that, that on each or before the Expected Drawdown Date but prior to of the making of an Advance in respect of an Initial ShipAdvance, the Facility Agent receives or is satisfied that it will receive on the making of such Advance shall have received (i) the documents described in Part B of Schedule 4 3, each to be in form and substance satisfactory to it the Facility Agent and its lawyers, and (ii) payment of all accrued commitment fees and all other fees and expenses referred to in Clause 14 that are payable at that time;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first Drawdown Notice, the Agent receives payment of the fees referred to in Clause 21.1 and payment of the expenses referred to in Clause 21.2;
(e) that both at the date of each the Drawdown Notice Notice, at the Expected Drawdown Date and at each the Actual Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan or any part thereof;
(ii) the representations and warranties in Clause 10 9 and those of the Borrowers or any other Security Party Obligor which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and;
(iii) there has been no material adverse change in the consolidated financial condition, operations or business prospects of any of the Borrowers or the Guarantors Obligors since the date on which the Borrowers and/or the Guarantors Obligors provided information concerning those topics to the Facility Agent and/or any Lender;; and
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility circumstances contemplated by this AgreementCxxxxx 4.5 has occurred and is continuing;
(f) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and
(g) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, request by notice to the Borrowers prior to the Drawdown Date.
Appears in 2 contracts
Samples: Loan Agreement (TBS International LTD), Loan Agreement (TBS International LTD)
Documents, fees and no default. Each Lender’s obligation to contribute to an Advance (and, in the case of the Lender which is the Issuing Bank, to issue any Guarantee) is subject to the following conditions precedent:
(a) that, on or before the service of any Drawdown NoticeDate relative to the Advance which will be used in fully refinancing the Existing Indebtedness, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 3 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each or before the Drawdown Date but prior relative to each Advance which will be used in financing an Approved Ship (other than in the making case of an a Pre-Delivery Advance in respect of an Initial Shipto which Clause 10.1(c) applies instead), the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 3 in form and substance satisfactory to it the Agent and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refusethat, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on or before the Drawdown Date but prior relative to the making of a Pre-Delivery Advance which will be used in financing an Advance in respect of such Additional Approved Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 3 in form and substance satisfactory to itthe Agent and its lawyers;
(d) thatthat each Drawdown Notice contains irrevocable instructions from the Borrower to pay on the Drawdown Date relative to the relevant Advance all fees payable at that time (including, on or before the service of the first Drawdown Noticewithout limitation, the Agent receives payment of the fees referred any accrued guarantee commitment and commitment commission fees) pursuant to in Clause 21.1 and payment of the expenses referred to in Clause 21.221.1;
(e) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advancerelevant Advance or (as the case may be) the issue of the Guarantee;
(ii) the representations and warranties in Clause 10 11 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility circumstances contemplated by this AgreementClause 6.7 has occurred and is continuing;
(f) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 16.1 were applied immediately following the making of such Advancethe Advance or (as the case may be) the issue of the Guarantee, the Borrowers Borrower would not be required obliged to provide additional Collateral security or prepay part of the Loan or procure the cancellation of any of the Outstandings under Clause 15that Clause; and
(g) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of the Majority Lenders, reasonably request by notice to the Borrowers Borrower prior to the relevant Drawdown Date.
Appears in 1 contract
Samples: Loan Agreement (Danaos Corp)
Documents, fees and no default. Each Lender’s 's obligation to contribute to an Advance the Loan is subject to the following conditions precedent:
(a) that, on or before the service date of any Drawdown Noticesigning of this Agreement, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 3 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each Drawdown Date but prior to or before the making date of an Advance in respect drawdown of an Initial Shipthe Loan, the Agent Lender receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of in Schedule 4 3 in form and substance satisfactory to it the Agent and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first Drawdown Notice, the Agent receives payment of the relevant fees referred payable pursuant to in Clause 21.1 20.1 and has received payment of the expenses referred to in Clause 21.220.2;
(ed) that both at the date of the Drawdown Notice, at the Drawdown Date on the first day of each Drawdown Notice Interest Period and at on the date of each Drawdown DateCompliance Certificate:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan;
(ii) the representations and warranties in Clause 10 and those of the Borrowers or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading in any material respect if repeated on each of those dates with reference to the circumstances then existing; and;
(iii) there has been no material change in the consolidated financial condition, operations or business prospects none of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lendercircumstances contemplated by Clause 5.5 has occurred and is continuing;
(iv) there have has not been no material adverse global economic or political developments;
(v) there have been no material adverse developments a Material Adverse Change in the international money and capital markets; and
(vi) none financial positon or state of affairs of the Guarantors or any Borrowers from that disclosed to the Agent prior to the date of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fe) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 15.1 were applied immediately following the making of such Advancethe Loan, the Borrowers would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15that Clause; and
(gf) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may(acting reasonably)_may, with the authorization authorisation of the Majority Lenders, request by notice to the Borrowers prior to the Drawdown Date.
Appears in 1 contract
Samples: Loan Agreement (Euroseas Ltd.)
Documents, fees and no default. Each The Lender’s 's obligation to contribute to an make the Advance is subject to the following conditions precedent:
(a) that, on or before the service date of any Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):this Agreement:
(i) the Lender receives the documents described in Part A of Schedule 4 2 in form and substance satisfactory to the Agent it and its lawyers; and;
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders other conditions referred to identify each Security Party in accordance with the requirements Part A of the PATRIOT ActSchedule 2 have been satisfied;
(b) that, on each the Drawdown Date but prior to the making of an Advance in respect of an Initial Shipbeing disbursed, the Agent Lender receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 2 in form and substance satisfactory to it and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) that, on or before the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional ShipNotice, the Agent Lender receives or is satisfied that it will receive on the making of such Advance the documents described arrangement fee referred to in Part C of Schedule 4 in form and substance satisfactory to itClause 20.1;
(d) that, on or before the service of the first any Drawdown Notice, the Agent receives payment of the fees referred to in Clause 21.1 and Lender has received payment of the expenses referred to in Clause 21.2;20.2; and
(e) that both at the date of each the Drawdown Notice and at each on the Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance;
(ii) the representations and warranties in Clause 10 9.1 and those of the Borrowers any Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility circumstances contemplated by this Agreement;Clause 4.4 has occurred and is continuing; and
(f) that, on the Drawdown Date, either (i) the Lender is satisfied that the Refinanced Amount does not exceed the Commitment or (ii) if the Applicable Collateral Maintenance Ratio Lender has notified the Borrowers that the Refinanced Amount exceeds the Commitment, the Lender has received an amount equal to the excess from the Existing Borrowers in cleared funds;
(g) that, if the ratio set out in Clause 15.1 were applied immediately following the making of such the Advance, the Borrowers would not be required obliged to provide additional Collateral security or prepay part of the Loan Advance under Clause 15that Clause; and
(gh) that, on or before the service of any Drawdown Notice, the Lender has received evidence, which shall be in form satisfactory to the Lender, (1) that STL is a 100% subsidiary (direct or indirect) of the Guarantor, (2) STL owns a 50% equity interest in Xxxxxx (3) that Xxxxxx owns a 100% economic interest (via a bareboat charter with an option to purchase arrangement) in the vessel m.v. Seapowet, and Xxxxxx'x ownership interest is free of all liens and encumbrances, and (4) evidence of the terms and conditions governing the relationship of STL with the other shareholders of Xxxxxx and (5) evidence of the terms of Xxxxxx'x option to purchase the vessel m.v. Seapowet;
(i) that, on or before the service of any Drawdown Notice, the Lender has received evidence, which shall be in form satisfactory to the Lender, that the amount secured by existing security interests in relation to the shares of STL (excluding security interests in favour of the Agent) does not exceed $2.5 million plus interest and costs;
(j) that, on or before the service of any Drawdown Notice, the Lender has received such other information, which shall be in form satisfactory to the Lender, relating to the vessel m.v. Seapowet (including information relating to the terms of the loans or other claims secured on that vessel) as the Lender may request; and
(k) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, Lender may request by notice to the Borrowers prior to the Drawdown Date.;
Appears in 1 contract
Documents, fees and no default. Each The Lender’s 's obligation to contribute to make an Advance is subject to the following conditions precedent:
(a) that, that on or before the service date of any Drawdown Noticethis Agreement, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):Lender receives:
(i) the documents described in Part A of Schedule 4 2 in a form and substance satisfactory to the Agent Lender and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender arrangement fee referred to in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT ActClause 19.1;
(b) that, on each Drawdown Date but prior to the making of an Advance in respect of an Initial Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first Drawdown NoticeNotice in respect of the each Advance, the Agent Lender receives payment the documents described in Part B of Schedule 2 in form and substance satisfactory to the fees referred Lender and its lawyers and evidence that either:
(i) the Ship to which the Advance being drawn relates is or will be employed under an Approved Charter from the relevant Delivery Date; or
(ii) Borrower has deposited in Clause 21.1 and the Retention Account an amount equal to Six Months' Debt Service in respect of that Advance;
(c) that, on or before each Drawdown Date, the Lender has received payment of the expenses referred to in Clause 21.219.2;
(ed) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;
(ii) the representations and warranties in Clause 10 9 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;
(iii) none of the circumstances contemplated by Clause 4.4 has occurred and is continuing; and
(iiiiv) there has been no material adverse change in the consolidated financial conditionposition, operations state of affairs or business prospects of the Borrowers Borrower or the Guarantors since Owners in the date on light of which the Borrowers and/or Lender considers that there is a significant risk that the Guarantors provided information concerning those topics Borrower or any Security Party is, or will later become, unable to discharge its liabilities under the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital marketsFinance Documents to which it is a party as they fall due; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fe) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 14.1 were applied immediately following the making of such an Advance, the Borrowers Borrower would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15that Clause; and
(gf) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, Lender may reasonably request by notice to the Borrowers Borrower prior to the relevant Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each Lender’s obligation to contribute to an Advance in respect of Tranche B is subject to the following conditions precedent:
(a) that, that on or before the service date of any Drawdown Noticethe Deed of Amendment and Restatement, the Facility Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 3 in form loan and substance satisfactory to the Facility Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each Drawdown Date but prior to the making of an Advance in respect of an Initial Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(db) that, on or before the service of the first Drawdown NoticeNotice in respect of each Advance of Tranche B, the Facility Agent receives payment the documents described in Part B of Schedule 3 in form and substance satisfactory to the fees referred to in Clause 21.1 Facility Agent and payment of the expenses referred to in Clause 21.2its lawyers;
(ec) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;; and
(ii) the representations and warranties in Clause 10 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects none of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;circumstances contemplated by Clause 5.7 has occurred and is continuing; and
(iv) there have been is no material adverse global economic or political developments;Material Adverse Change in existence; and
(v) there have been no material adverse developments the Borrower has entered into Designated Transactions with the Swap Bank in order to hedge all the international money and capital marketsinterest rate risk under this Agreement as at the relevant Drawdown Date (immediately following the drawdown of the relevant Advance); and
(vi) none of the Guarantors or Facility Agent receives any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, fees referred to in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, Clause 20.1 which might prejudice either the successful are due and timely syndication or performance of the loan facility contemplated by this Agreementpayable at that time;
(fd) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 15.1 were applied immediately following the making of such the relevant Advance, the Borrowers Borrower would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15that Clause; and
(ge) that the Facility Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Facility Agent may, with the authorization authorisation of the Majority Lenders, request by notice to the Borrowers Borrower prior to the relevant Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each Lender’s obligation to contribute to an Advance the Loan is subject to the following conditions precedent:
(a) that, on or before the service of any the Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):receives:
(i) the documents described in Part A of Schedule 4 3 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested payment in full of any fees payable by the Agent Borrower pursuant to Clause 20.1 which are due and payable on or a Lender in order for each to carry out and be satisfied with before the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT ActDrawdown Date;
(b) that, on each Drawdown Date but prior to the making of an Advance in respect of an Initial Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Shipthe Loan, the Agent receives or is satisfied that it will receive on the making of such Advance receives:
(i) the documents described in Part C B of Schedule 4 3 in form and substance satisfactory to itthe Agent and its lawyers save for any documents that the Agent agrees at the Borrower’s request to receive after any prepositioning of funds but before the disbursement of the Loan;
(dii) that, payment in full of any fees payable by the Borrower pursuant to Clause 20.1 which are due and payable on or before the service of the first Drawdown Notice, the Agent receives Date; and
(iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the fees referred to in Clause 21.1 and payment of the expenses referred to in Clause 21.2Drawdown Date;
(ec) that both at the date of each the Drawdown Notice and at each the Drawdown DateDate and, if applicable, the date on which the Loan is disbursed:
(i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the AdvanceLoan;
(ii) the representations and warranties in Clause 10 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;
(iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and
(iiiiv) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital marketsMaterial Adverse Change; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fd) that, if the Applicable Collateral Maintenance Security Cover Ratio were applied was tested immediately following the making of such Advancethe Loan, the Borrowers Borrower would not be required obliged to provide additional Collateral security or prepay part of the Loan under that Clause 1515.1; and
(ge) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of the Majority Lenders, request by notice to the Borrowers Borrower prior to the Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any the first Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each Drawdown Date but prior to the making of an Advance in respect of an Initial Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 3 in form and substance satisfactory to it;
(db) that, on or before the service Drawdown Date of each Advance but prior to the first Drawdown Noticemaking of such Advance, the Agent receives the documents described in Part B of Schedule 3 in form and substance satisfactory to it;
(c) that, on the date of this Agreement, the Paying Agent has received payment in full of the fees arrangement fee referred to in Clause 21.1;
(d) that each Drawdown Notice contains irrevocable instructions from the Borrower to pay on the Drawdown Date relative to the relevant Advance:
(i) to the Paying Agent the drawdown fee referred to in Clause 21.1;
(ii) to the Paying Agent all accrued commitment fee payable pursuant to Clause 21.1 and all expenses referred to in Clause 21.2 which have accrued up to such date; and
(iii) to the Agent any instalment of the agency fee referred to in Clause 21.1 which is then due and payment of the expenses referred to in Clause 21.2payable;
(e) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;
(ii) the representations and warranties in Clause 10 11 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility circumstances contemplated by this AgreementClause 6.7 has occurred and is continuing;
(f) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and
(g) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of the Majority Lenders, request by notice to the Borrowers Borrower prior to the relevant Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each Lender’s obligation to contribute to an Advance a Loan and the Guarantee Issuer’s obligation to issue the Bank Guarantee, is subject to the following conditions precedent:
(a) that, on or before the service of any the Drawdown Notice, or the Guarantee Issue Request, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Schedule 3 Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each Drawdown the Guarantee Issue Date but prior to the making of an Advance in respect of an Initial Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service issuance of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (Bank Guarantee, and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making available of an Advance in respect of such Additional Shipthe Loans, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Schedule 3 Part C of Schedule 4 B in form and substance satisfactory to itthe Agent and its lawyers;
(c) that, on the Guarantee Issue Date the Existing Debt has been repaid;
(d) that, on or before prior to the service of Guarantee Issue Date and the first Initial Drawdown NoticeDate, the Agent receives payment of the all fees then due as referred to in Clause 21.1 and payment of 22.1, it being understood that the expenses guarantee fee referred to in Clause 21.222.1(a) is payable as a condition precedent to the advance of the Loans on the Initial Drawdown Date whether or not the Bank Guarantee has been or is to be issued;
(e) that, prior to the earlier of the Initial Drawdown Date and the Guarantee Issue Date, the Borrower shall have deposited in the VPS Account not less than 47,438,533 shares in Ocean Rig ASA, representing forty percent (40%) of the Target Shares, free of any Security Interest other than Permitted Security Interests;
(f) that both at the date of each the service of the Guarantee Issue Request or a Drawdown Notice and at each the Guarantee Issue Date and any Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the issuance of the Bank Guarantee or the borrowing of the Advancerelevant Loan;
(ii) the representations and warranties in Clause 10 14 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects none of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lendercircumstances contemplated by Clause 5.7 has occurred and is continuing;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fg) that, if the Applicable Collateral Maintenance Ratio minimum security test set out in Clause 17.1 were applied immediately following the making of such Advancea Loan, the Borrowers Borrower would not be required obliged to provide additional Collateral security under Clause 17.2 or to prepay part of the Loan Loans under Clause 15; and17;
(gh) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent mayAgent, with the authorization authorisation of the Majority Lenders, may request by notice to the Borrowers Borrower prior to the relevant Drawdown Date; and
(i) that, if the Loan relates to the purchase of any of the Target Shares, such Target Shares are deposited (or shall be transferred and deposited in a manner satisfactory to the Security Trustee) in the VPS Account free of any Security Interest other than Permitted Security Interests.
Appears in 1 contract
Samples: Loan and Guarantee Facility Agreement (DryShips Inc.)
Documents, fees and no default. Each Lender’s 's obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any the first Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on or before each Drawdown Date after the first Advance, but prior to the making of that subsequent Advance, the Agent receives:
(i) evidence (which shall include a copy of the relevant invoice or invoices and any class stage certification) that the instalment under the Shipbuilding Contract to be financed by the Advance is due for payment; and
(ii) evidence that the Builder has been paid or will be paid that part of the relevant instalment to be financed by the relevant Advance which is not itself financed by that Advance;
(c) that, on or before the Drawdown Date of an Advance in respect of an Initial Ship, relating to the delivery instalment under the Shipbuilding Contract for Ship A:
(i) the Agent receives or is satisfied that it will receive on the making of such that Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers; and
(ii) the Borrowers enter into one or more Designated Transactions fixing the interest rate for that Tranche under this Agreement via an interest rate swap mechanism for a minimum period of 3 years but otherwise, on terms in all respects approved by the Agent, with the authorisation of the Majority Lenders;
(cd) that in respect that, on or before the Drawdown Date of an Advance relating to the delivery instalment under the Shipbuilding Contract for an Additional ShipShip B:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such that Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to itit and its lawyers; and
(ii) the Borrowers enter into one or more Designated Transactions fixing the interest rate for that Tranche under this Agreement via an interest rate swap mechanism for a minimum period of 3 years but otherwise, on terms in all respects approved by the Agent, with the authorisation of the Majority Lenders;
(de) that, on or before the service of the first Drawdown Notice, the Agent receives payment of has received the fees upfront fee referred to in Clause 21.1 20.1 and the first instalment of the annual agency fee referred to in Clause 20.1 and has received payment of the expenses referred to in Clause 21.220.2;
(ef) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance;
(ii) the representations and warranties in Clause 10 10.1 and those of the Borrowers any Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects none of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lendercircumstances contemplated by Clause 5.7 has occurred and is continuing;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fg) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 15.1 (with the market value of the Ship to which the Advance relates determined as provided in Clause 15.3 on the basis of a valuation carried out not more than 2 weeks prior to the Drawdown Date) were applied immediately following the making of such the Advance, the Borrowers would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15that Clause; and
(gh) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of the Majority Lenders, request by notice to the Borrowers prior to the Drawdown Date.
Appears in 1 contract
Samples: Loan Agreement (Top Ships Inc.)
Documents, fees and no default. Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service date of any Drawdown Noticethis Agreement, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents and fees described in Part A of Schedule 4 (Condition Precedent Documents) in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each or before the Drawdown Date but prior in relation to the making of an Advance in respect of an Initial each Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 (Condition Precedent Documents) in form and substance satisfactory to it the Agent and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first Drawdown Notice, the Agent receives payment of the fees referred to in Clause 21.1 and payment of the expenses referred to in Clause 21.2;
(e) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;
(ii) the representations and warranties in Clause 10 (Representations and Warranties) and those of the Borrowers any Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects none of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lendercircumstances contemplated by Clause 5.7 (Market disruption) has occurred and is continuing;
(iv) there during the period from 30 June 2013 to the date of the Drawdown Notice and the relevant Drawdown Date, nothing shall have been no occurred (and neither the Agent nor any of the Lenders shall have become aware of any condition or circumstance not previously known to it or them) which the Agent or the Lenders shall determine has had, or could reasonably be expected to have, a material adverse global economic effect (A) on the rights or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion remedies of the Lenders, which might prejudice either (B) on the successful and timely syndication or performance of the loan facility contemplated by this AgreementBorrowers or Euronav and its subsidiaries of their respective obligations to the Lenders, (C) with respect to the Loan or (D) on the property, assets, nature of assets, operations, liabilities or condition (financial or otherwise) of the Borrowers or Euronav and its subsidiaries;
(fd) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 15.1 (Minimum required security cover) were applied on the basis of the most recently provided valuations and immediately following the making of such the relevant Advance, the Borrowers would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15that Clause; and
(ge) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of the Majority Lenders, reasonably request by notice to the Borrowers prior to the relevant Drawdown Date.
Appears in 1 contract
Samples: Loan Agreement (Euronav NV)
Documents, fees and no default. Each Lender’s 's obligation to contribute to an Advance the Loan is subject to the following conditions precedent:
(a) that, on or before the service of any the first Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each Drawdown Date but prior to the making advance of an Advance in respect of an Initial Shipa Tranche, the Agent receives or is satisfied that it will receive on the making of such Advance Tranche the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first each Drawdown Notice, the Agent receives payment all accrued commitment fee payable pursuant to Clause 20.1(b) and the first instalment of the fees annual agency fee (if applicable) referred to in Clause 21.1 20.1(c) and has received payment of the expenses referred to in Clause 21.2;20.2; and
(ed) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Latent Event of Default has occurred or would result from the borrowing of the Advancerelevant Tranche;
(ii) the representations and warranties in Clause 10 10.1 and those of the Borrowers Guarantor, either Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and;
(iii) there has not been a change in the financial position, state of affairs or prospects of the Guarantor, either Borrower or any other Security Party which has a Material Adverse Effect;
(iv) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers Guarantor or the Guarantors either Borrower since the date on which the Borrowers and/or Guarantor provided the Guarantors provided Compliance Certificate and Accounting Information accompanying such Compliance Certificate or in respect of any of the information concerning those topics appended to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;Compliance Certificate; and
(v) there have been no material adverse developments in none of the international money circumstances contemplated by Clause 5.7 has occurred and capital marketsis continuing; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fe) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 15.1 were applied immediately following the making of such Advancethe Tranche, the Borrowers would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15that Clause; and
(gf) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of the Majority Lenders, request by notice to the Borrowers prior to the relevant Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each Lender’s obligation to contribute to an make available its Ratable Portion of the Advance is subject to the following conditions precedent:
(a) that, on or before the service delivery of any the Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):shall have received:
(i) the documents described in Part A of Schedule 4 3, each in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each Lender to carry out and be satisfied with the results of all necessary “know your customer” or other checks which that it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders Lender to identify each Security Party the Borrower and the Guarantor in accordance with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”);
(b) that, on each or before the Expected Drawdown Date but prior to the making of an Advance in respect of an Initial ShipDate, the Agent receives or is satisfied that it will receive on the making of such Advance shall have received the documents described in Part B of Schedule 4 3, each in form and substance satisfactory to it the Agent and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised shall have paid in full all fees and expenses referred to in Clause 15 that are due, or demanded by the Agent at least 60 days prior to service Agent, on or before the date of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to itAdvance;
(d) that, on or before the service date of the first Drawdown Notice, the Agent receives payment of Expected Drawdown Date and the fees referred to in Clause 21.1 and payment of the expenses referred to in Clause 21.2;
(e) that both at the date of each Drawdown Notice and at each Actual Drawdown Date:
(i) no Event of Default or Potential Event of Default has shall have occurred and be continuing or would result from the borrowing of the AdvanceLoan or any part thereof;
(ii) the representations and warranties in Clause 10 9 and those of the Borrowers or each Obligor in any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) Document would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and;
(iii) there has been no material change in the consolidated financial condition, assets, operations or business prospects of either of the Borrowers or the Guarantors Obligors since the date on which the Borrowers and/or the Guarantors either Obligor provided information concerning those topics to the Agent and/or or any Lender;; and
(iv) there none of the circumstances described in Clause 4.5 shall have been no material adverse global economic or political developmentsoccurred and be continuing;
(ve) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(f) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 10.3 were applied immediately following the making of such the Advance, the Borrowers Borrower would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15Loan; and
(gf) that the Agent has received, shall have received and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which that the Agent may, with the authorization of the Majority Lenders, request shall have requested by notice to the Borrowers prior to the Drawdown DateBorrower.
Appears in 1 contract
Samples: Loan Agreement (Top Ships Inc.)
Documents, fees and no default. Each Lender’s 's obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any Drawdown NoticeDate relative to the Refinancing Advance, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 5 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each or before the Drawdown Date but prior relative to the making of an Advance in respect of an Initial ShipIdentified Ship Advance, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 5 in form and substance satisfactory to it the Agent and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refusethat, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on or before the Drawdown Date but prior relative to the making of an Advance in respect of such each Additional ShipAdvance, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 5 in form and substance satisfactory to itthe Agent and its lawyers;
(d) that, on or before the service of the first Drawdown Notice, the Agent receives payment of the all accrued commitment fee and all other fees referred to in Clause 21.1 20.1 which are payable at that time and has received payment of the expenses referred to in Clause 21.220.2;
(e) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan;
(ii) the representations and warranties in Clause 10 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects none of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money circumstances contemplated by Clause 5.6 has occurred and capital marketsis continuing; and
(vif) none that at each Drawdown Date, the Borrower will draw down the advance of the Guarantors Senior Loan which shall be used to finance or any of their subsidiaries refinance the same Ship or Affiliates has launched any other facilities Ships which are to be financed or debt transactions into refinanced by the international capital markets either publicly or privately, and, in Advance being drawn down on the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by relevant Drawdown Date under this Agreement;
(fg) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 15.1 were applied immediately following the making of such the Advance, the Borrowers Borrower would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15; andthat Clause;
(gh) that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of the Majority Lenders, request by notice to the Borrowers Borrower prior to the relevant Drawdown Date.
Appears in 1 contract
Samples: Loan Agreement (DryShips Inc.)
Documents, fees and no default. Each The Lender’s 's obligation to contribute to make an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any the first Drawdown Notice, the Agent Lender receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each Drawdown Date but prior to the making of an Advance in respect of an Initial Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 2 in form and substance satisfactory to it and its lawyers;
(cb) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refusethat, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the first Drawdown Date but prior to the making drawdown of an Advance in respect of such Additional Shipthe first Advance, the Agent Lender receives the documents described in Part B of Schedule 2, in form and Substance satisfactory to it and its lawyers;
(c) that, on or is satisfied that it will receive on before a Drawdown Date relating to the making financing of such Advance a New Ship but prior to the drawdown of the relevant Advance, the Lender receives the documents described in Part C of Schedule 4 2 in relation to the New Ship being financed by that Advance, in form and substance satisfactory to itthe Lender and its lawyers (each acting reasonably);
(d) that, on or before the service of the first Drawdown Notice, the Agent Lender receives payment of the fees arrangement fee referred to in Clause 21.1 the Fee Letter and payment of all accrued commitment fee payable pursuant to the expenses referred to in Clause 21.2Fee Letter;
(e) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan;
(ii) the representations and warranties in Clause 10 10.1 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility circumstances contemplated by this Agreement;Clause 4.5 has occurred and is continuing; and
(f) that, if the Applicable Collateral Maintenance Security to Exposure Ratio were applied tested immediately following the making of such the relevant Advance, the Borrowers Borrower would not be required obliged to provide additional Collateral security or prepay part of the Loan under in accordance with Clause 15; and
(g) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents and/or the Underlying Documents which the Agent may, with the authorization of the Majority Lenders, Lender may reasonably request by notice to the Borrowers Borrower not less than 2 days prior to the an anticipated Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each Lender’s 's obligation to contribute to an Advance a Tranche is subject to the following conditions precedent:
(a) that, on or before the service of any the first Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 3 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each Drawdown Date but prior to the making of an Advance in respect of an Initial Shipthe Tranche to be advanced on that Drawdown Date, the Agent receives or is satisfied that it will receive on the making of such Advance Tranche the documents described in Part B of Schedule 4 3 in form and substance satisfactory to it and its lawyers;
(c) that in respect on or before the date of an Advance for an Additional Ship:
(i) this Agreement, the Borrower has advised Agentreceives the Agent at least 60 days prior to service first instalment of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Shipagency fee, the Agent receives or is satisfied that it will receive on underwriting fee and the making of such Advance the documents described arrangement fee referred to in Part C of Schedule 4 in form and substance satisfactory to itClause 20.1;
(d) that, on or before the service of the first each Drawdown Notice, the Agent receives payment of the fees referred all accrued commitment fee payable pursuant to in Clause 21.1 20.1 and payment of any expenses payable pursuant to Clause 20.2 which is due and payable on the expenses referred Drawdown Date to in Clause 21.2which that Drawdown Notice relates;
(e) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advancerelevant Tranche;
(ii) the representations and warranties in Clause 10 10.1 and those of the Borrowers any Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and
(iv) there has been no material adverse change in the consolidated financial conditionposition, operations state of affairs or business prospects of any of the Borrowers or the Guarantors since Corporate Guarantor in the date on light of which the Agent considers that there is a significant risk that the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries them), the Corporate Guarantor or Affiliates has launched any other facilities Security Party is, or debt transactions into will later become, unable to discharge its liabilities under the international capital markets either publicly or privately, Finance Documents to which it is a party as they fall due; and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(f) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 15.1 were applied immediately following the making of such Advancea Tranche, the Borrowers would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15that Clause; and
(g) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of the Majority Lenders, request by notice to the Borrowers prior to the relevant Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 3 in form and substance satisfactory to the Agent and its lawyersAgent; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT ActAct and other applicable legislation;
(b) that, on each the Drawdown Date in respect of such Advance for the acquisition of a Ship, but prior to the making of an Advance in respect of an Initial Shipsuch Advance, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 3 in form and substance satisfactory to it;
(dc) that, on or before the service of the first Drawdown Notice, the Agent receives payment any upfront and arrangement fees, accrued commitment fee and the first installment of the fees annual agency fee referred to in Clause 21.1 and has received payment of the expenses referred to in Clause 21.2;
(ed) that both at the date of each Drawdown Notice Notice, and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance;
(ii) the representations and warranties in Clause 10 and those of the Borrowers or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date, which shall be true and correct as of such specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;
(iii) none of the circumstances contemplated by Xxxxxx 5.8 has occurred and is continuing; and
(iiiiv) there has been no material change in the consolidated financial conditionMaterial Adverse Effect since December 31, operations or business prospects of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender2012;
(ive) there have been no material adverse global economic that on or political developments;
(v) there have been no material adverse developments in before each Drawdown Date the international money and capital markets; and
(vi) none Agent shall be satisfied that the relevant Approved Builder has received the full amount of the Guarantors or any of their subsidiaries or Affiliates has launched any Contract Price for the relevant Ship, other facilities or debt transactions into than the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion amount of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreementrequested Advances;
(f) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and;
(g) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, request by notice to the Borrowers prior to the Drawdown Date; and
(h) on or before the first Drawdown Date the Agent shall have taken out the insurance referred to in Clause 13.16 and provided the Borrowers and the Lenders with satisfactory documentary evidence of the same.
Appears in 1 contract
Documents, fees and no default. Each Lender’s obligation to contribute make its Contribution to an Advance is subject to the following conditions precedent:: 52
(a) that, the Agent receives:
(i) on or before the service of any the first Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; and
(ii) on or before the Effective Date, such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each Drawdown Date but prior to the making of an Advance in respect of an Initial Ship, that the Agent receives has received or is satisfied that it will receive on or before the making of such Advance each Term Loan Advance, the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyersin respect of the relevant Vessel;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first any Drawdown Notice, the Agent receives has received (or is satisfied that it will receive on or before the making of such Advance) payment of the fees any commitment fee and any other fee set out in a Fee Letter, each referred to in Clause 21.1 21.1, which was due and payable in accordance with the terms of this Agreement and the Fee Letter, and has received (or is satisfied that it will receive) payment of the expenses which are due and payable referred to in Clause 21.2;
(ed) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance;
(ii) the representations and warranties in Clause 10 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;
(iii) none of the circumstances contemplated by Clause 5.5 has occurred and is continuing; and
(iiiiv) to the best knowledge of the Parent Guarantor, there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or the Guarantors Borrower and its subsidiaries since the date on which the Borrowers and/or the Guarantors Borrower provided information concerning those topics to the Agent and/or any Lender;
(ive) there have been no material adverse global economic that, on or political developments;
(v) there have been no material adverse developments in before the international money and capital markets; and
(vi) none Closing Date, the Agent has received evidence of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this AgreementMaximum Available Amount;
(f) that, if the Applicable requested Advance is a Revolving Advance, if the Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers Borrower would not be required to provide additional Collateral or prepay part of the Loan under Clause 1515 based on the most recently available appraisals determining the Fair Market Value of the Vessels; andand 53
(g) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, request by notice to the Borrowers Borrower at least three (3) Business Days prior to the relevant Drawdown Date.
Appears in 1 contract
Samples: Loan Agreement (Dorian LPG Ltd.)
Documents, fees and no default. Each Lender’s obligation to contribute to an the Advance is subject to the following conditions precedent:
(a) that, on or before the service of any the Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):receives:
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyersAgent; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each the Drawdown Date but prior to the making of an Advance in respect of an Initial Shipthe Advance, the Agent receives or is satisfied that it will receive on the making of such the Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyersit;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first Drawdown Notice, the Agent receives payment of the fees referred accrued commitment fee and upfront fee payable pursuant to in Clause 21.1 and 21.1and has received payment of the expenses referred to in Clause 21.2;; and
(ed) that both at the date of each the Drawdown Notice and at each the Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance;
(ii) the representations and warranties in Clause 10 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or the Guarantors Guarantor since the date on which the Borrowers and/or the Guarantors Guarantor provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fe) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such the Advance, the Borrowers Borrower would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and
(gf) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, request by notice to the Borrowers Borrower prior to the Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each The Lender’s 's obligation to contribute to an make the Advance is subject to the following conditions precedent:
(a) that, on or before the service date of any Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):this Agreement:
(i) the Lender receives the documents described in Part A of Schedule 4 2 in form and substance satisfactory to the Agent it and its lawyers; and;
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders other conditions referred to identify each Security Party in accordance with the requirements Part A of the PATRIOT ActSchedule 2 have been satisfied;
(b) that, on each the Drawdown Date but prior to the making of an Advance in respect of an Initial Shipbeing disbursed, the Agent Lender receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 2 in form and substance satisfactory to it and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) that, on or before the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional ShipNotice, the Agent Lender receives or is satisfied that it will receive on the making of such Advance the documents described arrangement fee referred to in Part C of Schedule 4 in form and substance satisfactory to itClause 20.1;
(d) that, on or before the service of the first any Drawdown Notice, the Agent receives payment of the fees referred to in Clause 21.1 and Lender has received payment of the expenses referred to in Clause 21.2;20.2; and
(e) that both at the date of each the Drawdown Notice and at each on the Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance;
(ii) the representations and warranties in Clause 10 9.1 and those of the Borrowers any Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility circumstances contemplated by this Agreement;Clause 4.4 has occurred and is continuing; and
(f) that, on the Drawdown Date, either (i) the Lender is satisfied that the Refinanced Amount does not exceed the Commitment or (ii) if the Applicable Collateral Maintenance Ratio Lender has notified the Borrowers that the Refinanced Amount exceeds the Commitment, the Lender has received an amount equal to the excess from the Existing Borrowers in cleared funds;
(g) that, if the ratio set out in Clause 15.1 were applied immediately following the making of such the Advance, the Borrowers would not be required obliged to provide additional Collateral security or prepay part of the Loan Advance under Clause 15that Clause; and
(gh) that, on or before the service of any Drawdown Notice, the Lender has received evidence, which shall be in form satisfactory to the Lender, (1) that STL is a 100% subsidiary (direct or indirect) of the Guarantor, (2) STL owns a 50% equity interest in Nxxxxx (3) that Nxxxxx owns a 100% economic interest (via a bareboat charter with an option to purchase arrangement) in the vessel m.v. Seapowet, and Nxxxxx'x ownership interest is free of all liens and encumbrances, and (4) evidence of the terms and conditions governing the relationship of STL with the other shareholders of Nxxxxx and (5) evidence of the terms of Nxxxxx'x option to purchase the vessel m.v. Seapowet;
(i) that, on or before the service of any Drawdown Notice, the Lender has received evidence, which shall be in form satisfactory to the Lender, that the amount secured by existing security interests in relation to the shares of STL (excluding security interests in favour of the Agent) does not exceed $2.5 million plus interest and costs;
(j) that, on or before the service of any Drawdown Notice, the Lender has received such other information, which shall be in form satisfactory to the Lender, relating to the vessel m.v. Seapowet (including information relating to the terms of the loans or other claims secured on that vessel) as the Lender may request; and
(k) that the Agent Lender has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, Lender may request by notice to the Borrowers prior to the Drawdown Date.;
Appears in 1 contract
Documents, fees and no default. Each Lender’s obligation to contribute to make its Ratable Portion of an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any a Drawdown Notice, the Facility Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):receives:
(i) the documents described in Part A of Schedule 4 3 in form and substance satisfactory to the Facility Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent Facility Agent, a Lender or a Lender Swap Bank in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Facility Agent and each of the Lenders and Swap Banks to identify each Security Party Obligor in accordance with the requirements of the USA PATRIOT Act (Title III of Pub.: 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act;”).
(b) that, on each or before an Expected Drawdown Date but prior for an Advance of the Tranche A Loan, the Facility Agent shall have received (without duplication):
(i) evidence, in form and substance satisfactory to the making Facility Agent and its lawyers, that UP Offshore Bahamas has paid in full the first 20% installment of an Advance the Contract Price due under the relevant Shipbuilding Contract;
(ii) evidence, in respect of an Initial Shipform and substance satisfactory to the Facility Agent and its lawyers, that the Agent receives or is satisfied that it will receive on Account Bank has received the making of amount required by Clause 3.2(d) to be deposited by the Borrower into the Shipbuilding Contract Payment Account in connection with such Advance Advance; and
(iii) the documents described in Part B of Schedule 4 3 in respect of the Ship to which such Advance relates, each to be in form and substance satisfactory to it the Facility Agent and its lawyers;
(c) that in respect of that, on or before an Advance Expected Drawdown Date for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity Tranche B Loan or any remainder of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional ShipTranche A Loan, the Facility Agent receives or is satisfied that it will receive on the making of such Advance shall have received the documents described in Part C of Schedule 4 3 in respect of the Ship to which such Advance relates, each to be in form and substance satisfactory to itthe Facility Agent and its lawyers;
(d) that, on or before the service of the first Drawdown Notice, the Agent receives payment of the fees referred to in Clause 21.1 and payment of the expenses referred to in Clause 21.2;
(e) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance;
(ii) the representations and warranties in Clause 10 and those of the Borrowers or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(f) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and
(g) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, request by notice to the Borrowers prior to the Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any the first Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):receives:
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyersthe K-Sure Agent (on behalf of K-Sure); and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT ActAct and other applicable legislation;
(b) that, on each Drawdown Date but prior to the making of an Advance in respect of an Initial Shipsuch Advance, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyersK-Sure;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior has not received any notice from K-Sure requesting the K-Sure Lenders to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to suspend the making of an Advance in respect of such Additional Ship, under the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to itK-Sure Tranche;
(d) no occurrence, event or circumstances exist which prohibit any of the K-Sure Lenders from participating in the Advance pursuant to the terms of the relevant K-Sure Insurance Policy;
(e) the obligations of K-Sure under the relevant K-Sure Insurance Policy have not been terminated, cancelled, become unenforceable or otherwise ceased to be in full force and effect;
(f) that, on or before the service of the first Drawdown Notice, the Agent receives payment any upfront and arrangement fees, accrued commitment fee and the first installment of the fees annual agency fee referred to in Clause 21.1 and has received payment of the expenses referred to in Clause 21.2;
(eg) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance;
(ii) the representations and warranties in Clause 10 and those of the Borrowers or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date, which shall be true and correct as of such specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;
(iii) none of the circumstances contemplated by Xxxxxx 5.7 has occurred and is continuing; and
(iiiiv) there has been no material change in the consolidated financial conditionMaterial Adverse Effect since December 31, operations or business prospects of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender2012;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fh) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and
(gi) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, request by notice to the Borrowers prior to the Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each Lender’s 's obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any the Drawdown NoticeNotice relative to Advance A to be drawn down, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each the Drawdown Date of any Advance but prior to the making of an Advance in respect of an Initial Shipsuch Advance, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refusethat, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Shipeach Advance, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first Drawdown Notice, the Agent receives payment of the fees referred to in Clause 21.1 20.1 related to such Advance and has received payment of the expenses referred to in Clause 21.2;20.2; and
(ed) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the relevant Advance;
(ii) the representations and warranties in Clause 10 and those of the Borrowers a Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and
(iv) there has been no material change Material Adverse Change in the consolidated financial condition, operations state of affairs or business prospects of the Borrowers or either of them or the Guarantors since Corporate Guarantor from that applying at the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fe) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 15.1 were applied immediately following the making of such the relevant Advance, the Borrowers would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15; andthat Clause;
(gf) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of all the Majority Lenders, request by notice to the Borrowers prior to the relevant Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any a Drawdown Notice, the Agent receives (to and the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):Lenders receive:
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers(other than such documents delivered in connection with a prior Advance, if any); and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each the relevant Drawdown Date but prior to the making of an Advance in respect of an Initial a Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyers(other than such documents delivered in connection with a prior Advance, if any;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first a Drawdown Notice, the Agent receives the payment of the any fees referred to in Clause 21.1 and payment of the expenses referred to in Clause 21.221;
(ed) that both at the date of each a Drawdown Notice and at each the relevant Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance;
(ii) the representations and warranties in Clause 10 and those of the Borrowers or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and;
(iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or any of the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have has been no material adverse global economic or political developments;; and
(v) there have has been no material adverse developments development in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fe) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and
(gf) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, reasonably request by written notice (email is an acceptable form of such notice) to the Borrowers prior to the relevant Drawdown Date.
Appears in 1 contract
Documents, fees and no default. Each Lender’s obligation to contribute to an the Advance is subject to the following conditions precedent:
(a) that, on or before the service of any a Drawdown Notice, the Agent receives (to and the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):Lenders receive:
(i) the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent and its lawyers(other than such documents delivered in connection with a prior Advance, if any); and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each the Drawdown Date but prior to the making of an Advance in respect of an Initial Shipthe Advance, the Agent receives or is satisfied that it will receive on the making of such the Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it and its lawyersit;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first a Drawdown Notice, the Agent receives the payment of the any fees referred to in Clause 21.1 and payment of the expenses referred to in Clause 21.221;
(ed) that both at the date of each the Drawdown Notice and at each the Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the Advance;
(ii) the representations and warranties in Clause 10 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and;
(iii) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers Borrower or any of the Guarantors since the date on which the Borrowers Borrower and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have has been no material adverse global economic or political developments;; and
(v) there have has been no material adverse developments development in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fe) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers Borrower would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and
(gf) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization of the Majority Lenders, reasonably request by written notice (email is an acceptable form of such notice) to the Borrowers Borrower prior to the relevant Drawdown Date.
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Documents, fees and no default. Each Lender’s 's obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service of any Drawdown NoticeDate relative to the Refinancing Advance, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 5 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each or before the Drawdown Date but prior relative to the making of an Advance in respect of an Initial ShipIdentified Ship Advance, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part B of Schedule 4 5 in form and substance satisfactory to it the Agent and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refusethat, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on or before the Drawdown Date but prior relative to the making of an Advance in respect of such each Additional ShipAdvance, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 5 in form and substance satisfactory to itthe Agent and its lawyers;
(d) that, on or before the service of the first Drawdown Notice, the Agent receives payment of the all accrued commitment fee and all other fees referred to in Clause 21.1 20.1 which are payable at that time and has received payment of the expenses referred to in Clause 21.220.2;
(e) that both at the date of each Drawdown Notice and at each Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the AdvanceLoan;
(ii) the representations and warranties in Clause 10 and those of the Borrowers Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects none of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money circumstances contemplated by Clause 5.6 has occurred and capital marketsis continuing; and
(vif) none that at each Drawdown Date, the Borrower will draw down the advance of the Guarantors Junior Loan which shall be used to finance or any of their subsidiaries refinance the same Ship or Affiliates has launched any other facilities Ships which are to be financed or debt transactions into refinanced by the international capital markets either publicly or privately, and, in Advance being drawn down on the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by relevant Drawdown Date under this Agreement;
(fg) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 15.1 were applied immediately following the making of such the Advance, the Borrowers Borrower would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15; andthat Clause;
(gh) that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of the Majority Lenders, request by notice to the Borrowers Borrower prior to the relevant Drawdown Date.
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Samples: Loan Agreement (DryShips Inc.)
Documents, fees and no default. Each Lender’s 's obligation to contribute to an Advance is subject to the following conditions precedent:
(a) that, on or before the service date of any Drawdown Noticethis Agreement, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):receives:
(i) the documents described in Part A of Schedule 4 3 in form and substance satisfactory to the Agent and its lawyers;
(ii) payment of the structuring fee payable pursuant to Clause 20.1; and
(iiiii) such documentation payment of any expenses payable pursuant to Clause 20.2 which are due and other evidence as is reasonably requested by payable on the Agent or a Lender in order for each to carry out and be satisfied with the results date of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT ActAgreement;
(b) that, on each or before a Drawdown Date but prior to the making of an Advance in respect of an Initial ShipDate, the Agent receives or is satisfied that it will receive on the making of such Advance receives:
(i) the documents described in Part B of Schedule 4 3 in form and substance satisfactory to it the Agent and its lawyers;
(cii) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service case of the second Drawdown Notice for such Advance of Date to occur under this Agreement, the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) structuring fee payable pursuant to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request))Clause 20.1;
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the that Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to itDate;
(d) that, on or before the service of the first Drawdown Notice, the Agent receives payment of the fees referred to in Clause 21.1 and payment of the expenses referred to in Clause 21.2;
(ec) that both at the date of each Drawdown Notice and at each the relevant Drawdown Date:
(i) no Event of Default or Potential Event of Default which is continuing has occurred or would result from the borrowing of the relevant Advance;
(ii) the representations and warranties in Clause 10 and those of either Borrower or the Borrowers or any other Security Party Corporate Guarantor which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;
(iii) none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and
(iiiiv) there has been no material change in the consolidated financial condition, operations or business prospects of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any LenderMaterial Adverse Change;
(iv) there have been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital markets; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(fd) that, if the Applicable Collateral Maintenance Ratio ratio set out in Clause 15.1 were applied immediately following the making borrowing of such an Advance, the Borrowers would not be required obliged to provide additional Collateral security or prepay part of the Loan under Clause 15that Clause; and
(ge) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of the Majority Lenders, request by notice to the Borrowers prior to the relevant Drawdown Date.
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Documents, fees and no default. Each Lender’s obligation to contribute to an Advance a Tranche is subject to the following conditions precedent:
(a) that, on or before the service of any the first Drawdown Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):
(i) the documents described in Part A of Schedule 4 3 in form and substance satisfactory to the Agent and its lawyers; and
(ii) such documentation and other evidence as is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary “know your customer” or other checks which it is required to carry out in relation to the transactions contemplated by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements of the PATRIOT Act;
(b) that, on each the Drawdown Date but prior to the making of an Advance in respect of an Initial Shipany Tranche to be advanced on the Drawdown Date, the Agent receives or is satisfied that it will receive on the making of such Advance Tranche the documents described in Part B of Schedule 4 3 in form and substance satisfactory to it and its lawyers;
(c) that in respect of an Advance for an Additional Ship:
(i) the Borrower has advised the Agent at least 60 days prior to service of the Drawdown Notice for such Advance of the identity of the proposed Additional Ship (and has provided the Agent with a copy of the MOA relative thereto and all other documents and information as may be required by the Agent (acting with the authority of the Majority Lenders) to decide whether to accept the such Additional Ship (with the Borrower acknowledging that the Agent acting with the authority of the Majority Lenders shall be entitled to refuse, in its sole and absolute discretion, such a request));
(ii) the Agent (acting with the authority of the Majority Lenders) has agreed to accept such proposed Additional Ship; and
(iii) on the Drawdown Date but prior to the making of an Advance in respect of such Additional Ship, the Agent receives or is satisfied that it will receive on the making of such Advance the documents described in Part C of Schedule 4 in form and substance satisfactory to it;
(d) that, on or before the service of the first Drawdown Notice, the Agent receives payment of the fees referred to in Clause 21.1 and payment of the expenses referred to in Clause 21.2;
(e) that both at the date of each Drawdown Notice and at each the Drawdown Date:
(i) no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advancerelevant Tranche (excluding, for the Refinancing Period up until the Refinancing Date, any Events of Default having occurred and being continuing in connection with and under the Existing Facility Agreement);
(ii) the representations and warranties in Clause 10 and those of the Borrowers any Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating to a specific date) would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and
(iii) there has been no material change in the consolidated financial condition, operations or business prospects none of the Borrowers or the Guarantors since the date on which the Borrowers and/or the Guarantors provided information concerning those topics to the Agent and/or any Lender;circumstances contemplated by Clause 5.7 has occurred and is continuing; and
(iv) there have has been no material adverse global economic or political developments;
(v) there have been no material adverse developments in the international money and capital marketsMaterial Adverse Change; and
(vi) none of the Guarantors or any of their subsidiaries or Affiliates has launched any other facilities or debt transactions into the international capital markets either publicly or privately, and, in the case of paragraphs (iii), (iv), (v) or (vi) in the sole opinion of the Lenders, which might prejudice either the successful and timely syndication or performance of the loan facility contemplated by this Agreement;
(f) that, if the Applicable Collateral Maintenance Ratio were applied immediately following the making of such Advance, the Borrowers would not be required to provide additional Collateral or prepay part of the Loan under Clause 15; and
(g) that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorization authorisation of the Majority Lenders, request by notice to the Borrowers prior to the Drawdown Date.
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