General Documents. Borrower shall furnish to Lender the following in form and substance satisfactory to Lender, dated as of Closing, unless otherwise indicated below: (i) the Request for Advance; (ii) a First Naval Mortgage encumbering the Vessel, duly executed by Borrower in substantially the form attached hereto as Exhibit B, that has been notarized and legalized, and stamped with a consular registration number by the Panamanian consul in Greece as preliminarily registered (the “Mortgage”); (iii) an Assignment of Charter, Earnings and Insurances executed by Borrower in substantially the form attached hereto as Exhibit C (the “Borrower’s Earnings Assignment Agreement”); (iv) a certification that an executed Notice of Assignment in substantially the form of Exhibit A to Exhibit C hereto was delivered to Charterer, and that an Acknowledgement and Agreement executed by Charterer in substantially the form of Exhibit B to Exhibit C hereto; (v) an Assignment of Contract of Affreightment, Earnings and Insurances executed by Charterer in substantially the form attached hereto as Exhibit D (the “Charterer’s Earnings Assignment Agreement”); (vi) a certification that an executed Notice of Assignment in substantially the form of Exhibit A to Exhibit D hereto was delivered to Phoenix, an Acknowledgement and Agreement executed by Phoenix in substantially the form of Exhibit B to Exhibit D hereto; (vii) a Manager’s Undertaking executed by Seamar Management S.A., in substantially the form attached hereto as Exhibit E; (viii) a Manager’s Undertaking executed by Phoenix, in substantially the form attached hereto as Exhibit F; (ix) a Funds Deposit Agreement executed by Borrower, Charterer, Phoenix, Allseas, and Lender, in substantially the form attached hereto as Exhibit G (the “Funds Deposit Agreement”); (x) a copy of a letter executed by Phoenix, addressed to Mid-Ship Group LLC, that instructs Mid-Ship Group LLC to remit all freights and other sums paid by Noranda Alumina LLC under the COA, less commissions retained by Mid-Ship Group LLC under the COA, to the Bulk Discovery Freights Account, in form acceptable to Lender; (xi) charge over Shares regarding all of the issued and outstanding shares of stock in Borrower, executed by Pledgor in substantially the form attached hereto as Exhibit H (the “Shares Charge”), and (A) a Shareholder’s Proxy executed by Pledgor in substantially the form attached to the Shares Charge, (B) a Share Transfer Form executed by Pledgor in substantially the form attached to the Shares Charge that pertains to the shares subject to the Shares Charge, (C) all share certificates for all issued an outstanding shares of stock of Borrower, (D) an Undertaking executed by Pledgor in substantially the form attached to the Shares Charge, and (E) undated Director & Officer Resignation Letters executed by all of the directors and officers of Borrower in substantially the form attached to the Shares Charge; (xii) a Charge Over Cash Deposit executed by Borrower, Lender, and HSBC Bank Bermuda Limited in substantially the form attached hereto as Exhibit I; (xiii) a Charge Over Cash Deposit executed by Allseas, Lender, and HSBC Bank Bermuda Limited in substantially the form attached hereto as Exhibit I (the “Allseas Charge on Cash Deposit”); (xiv) an irrevocable consent to appointment as registered agent for service of process on Borrower, Pledgor, Allseas, and the Guarantors, executed by Lxxxxx & Rxxx (“Process Agent”), in form acceptable to Lender (“Process Agent Appointment”);
Appears in 2 contracts
Samples: Loan and Guaranty Agreement (Pangaea Logistics Solutions Ltd.), Loan and Guaranty Agreement (Quartet Holdco Ltd.)
General Documents. Borrower shall furnish to Lender the following following, in form and substance satisfactory to Lender, dated as of Closingthe Closing Date, unless otherwise indicated below:
(i) this Agreement executed by the parties hereto and the Request for Advance;
(ii) a First Naval Mortgage encumbering the Vessel, duly Advance executed by the Borrower in substantially the form attached hereto as Exhibit BA;
(ii) a First Preferred Ship Mortgage encumbering the Vessel, duly executed by Borrower, in form and substance satisfactory to Lender, that has been notarized and legalized, and stamped that complies with a consular registration number by all other formalities as required for recordation in the Panamanian consul in Greece as preliminarily registered Mxxxxxxx Islands Registry (the “"Bulk Beothuk Mortgage”");
(iii) an Assignment of Charter, Earnings and Insurances (respecting the Time Charter and the Cargill Charter) executed by Borrower Borrower, in substantially the form attached hereto as Exhibit C and substance satisfactory to Lender (the “"Borrower’s 's Earnings Assignment Agreement”");
(iv) a certification that an executed Notice of Assignment, in form and substance satisfactory to Lender, respecting the Borrower's Earnings Assignment in substantially the form of Exhibit A to Exhibit C hereto Agreement was delivered to Charterer, and that an Acknowledgement and Agreement executed by Charterer Charterer, in substantially the form of Exhibit B and substance satisfactory to Exhibit C heretoLender;
(v) an Assignment of Contract of AffreightmentCharter, Earnings and Insurances executed by Charterer Charterer, in substantially the form attached hereto as Exhibit D and substance satisfactory to Lender (the “"Charterer’s 's Earnings Assignment Agreement”");
(vi) a certification that an executed Notice of Assignment, in form and substance satisfactory to Lender, respecting the Charterer's Earnings Assignment in substantially the form of Exhibit A to Exhibit D hereto Agreement was delivered to Phoenix, and an Acknowledgement and Agreement executed by Phoenix Phoenix, in substantially the form of Exhibit B and substance satisfactory to Exhibit D heretoLender;
(vii) an Assignment of Earnings and Insurances executed by Phoenix, in form and substance satisfactory to Lender (the "Phoenix Earnings Assignment Agreement");
(viii) a copy of the Cargill Charter, including the Novation Agreement and evidence from Borrower to Cargill, in form acceptable to Lender, that instructs Cargill to remit all charter hire to the Allseas Cash Deposit Account;
(ix) a Manager’s 's Undertaking executed by Seamar Management S.A., in substantially the form attached hereto as Exhibit Eand substance satisfactory to Lender;
(viiix) a Manager’s 's Undertaking executed by PhoenixPhoenix US, in substantially the form attached hereto as Exhibit Fand substance satisfactory to Lender;
(ixxi) a Funds Deposit Agreement executed by Borrower, Charterer, Phoenix, Allseas, and Lender, in substantially the form attached hereto as Exhibit G and substance satisfactory to Lender (the “"Funds Deposit Agreement”");
(xxii) a copy of a letter executed by Phoenix, addressed to Mid-Ship Group LLC, that instructs Mid-Ship Group LLC to remit all freights and other sums paid by Noranda Alumina LLC under the COA, less commissions retained by Mid-Ship Group LLC under the COA, to the Bulk Discovery Freights Account, in form acceptable to Lender;
(xi) charge Charge over Shares regarding all of the issued and outstanding shares of stock in Borrower, executed by Pledgor Pledgor, in substantially the form attached hereto as Exhibit H and substance satisfactory to Lender (the “"Shares Charge”"), and (A) a Shareholder’s 's Proxy executed by Pledgor in substantially the form attached to the Shares Charge, (B) a Share Transfer Form executed by Pledgor in substantially the form attached to the Shares Charge that pertains to the shares subject to the Shares Charge, (C) all share certificates for all issued an and outstanding shares of stock of Borrower, (D) an Undertaking executed by Pledgor in substantially the form attached to the Shares Charge, and (E) undated Director & Officer Resignation Letters executed by all of the directors and officers of Borrower in substantially the form attached to the Shares Charge;
(xiixiii) a Charge Over Bulk Beothuk Hire Account executed by Borrower and Lender, in form and substance satisfactory to Lender (the "Borrower Charge Over Bulk Beothuk Hire Account"), and a letter executed by HSBC Bank Bermuda Limited respecting the Borrower Charge Over Bulk Beothuk Hire Account, in form and substance satisfactory to Lender;
(xiv) a Charge Over Cash Deposit executed by Borrower, Allseas and Lender, in form and substance satisfactory to Lender (the "Allseas Charge Over Cash Deposit"), and a letter executed by HSBC Bank Bermuda Limited in substantially respecting the form attached hereto as Exhibit I;
(xiii) a Allseas Charge Over Cash Deposit executed by AllseasAccount, in form and substance satisfactory to Lender, and HSBC Bank Bermuda Limited in substantially the form attached hereto as Exhibit I (the “Allseas Charge on Cash Deposit”);
(xivxv) an irrevocable consent to appointment as registered agent for service of process on Borrower, Pledgor, Allseas, Phoenix, and the Guarantors, executed by Lxxxxx & Rxxx Rein Tax Associates, Ltd., 500 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“"Process Agent”"), in form acceptable to Lender (“"Process Agent Appointment”");
(xvi) copies of the executed Time Charter, Cargill Charter, Technical Management Agreement, and Commercial Management Agreement certified by an officer of Borrower or another individual acceptable to Lender, containing a certification that they are still in full force and effect, and have not been amended or rescinded;
(xvii) a copy of the executed Sub-Time Charter certified by an officer of Charterer or another individual acceptable to Lender, containing a certification that it is still in full force and effect, and has not been amended or rescinded;
(xviii) certified copies of all entries and filings in respect of each of Borrower, Holding Company, Pledgor, and Allseas on file in the Register of Companies at the office of the Registrar of Companies in Hxxxxxxx, Bermuda;
(xix) copies, certified by the secretaries of the respective companies or other individuals acceptable to Lender, of the Constitutional Documents of each of Borrower, Holding Company, Pledgor, and Allseas, and of minutes of the meetings of the board of directors of each of Borrower, Holding Company, Pledgor, and Allseas containing, inter alia, the unanimous resolutions of the directors of each of such companies approving such companies' authorization of and entry into the Loan Documents to be executed on their behalf;
(xx) a Certificate of Compliance issued by the Bermuda Registrar of Companies in respect of each of Borrower, Holding Company, Pledgor, Allseas;
(xxi) a certified copy of the Register of Shareholders in respect of each of Borrower, Holding Company, Pledgor, and Allseas;
(xxii) a certified copy of the Register of Directors and Officers in respect of each of Borrower, Holding Company, Pledgor, and Allseas, certified by their respective secretaries;
(xxiii) certified copy of a current Foreign Exchange Letter issued by the Bermuda Monetary Authority with respect to each of Borrower, Holding Company, Pledgor, and Allseas, certified by their respective secretaries;
(xxiv) a certified copy of a current Tax Assurance issued by the Bermuda Registrar of Companies for the Minister of Finance in relation to each of Borrower, Holding Company, Pledgor, and Allseas, certified by their respective secretaries;
(xxv) copies of the Constitutional Documents and public records of Charterer obtained from the Registry of Corporate Affairs and the High Court Registry of the British Virgin Islands and certified by the secretary of Charterer;
(xxvi) copies of the memorandum and articles of association and certificate of incorporation of Charterer certified by the secretary of Charterer;
(xxvii) copies of the public information respecting Charterer revealed from a search of each of the Civil Index Book and the Commercial Book, each from the date of the Charterer's incorporation, maintained by the British Virgin Islands' High Court Registry;
(xxviii) a certificate of the secretary of the Charterer identifying, inter alia, the directors, officers, and shareholders of Charterer;
(xxix) a copy certified by the secretary of the Charterer of the written resolutions of the directors of Charterer approving, inter alia, the Charterer's authorization of and entry into the Loan Documents to be executed for and on behalf of Charterer;
(xxx) a copy of the register of the members of Charterer certified by the secretary of Charterer;
(xxxi) a copy of the register of the directors of Charterer certified by the secretary of Charterer;
(xxxii) a certificate of the secretary of Phoenix, certifying and attaching:
(A) copies of the Constitutional Documents and public records of Phoenix obtained from the Registry of Corporate Affairs and the High Court Registry of the British Virgin Islands;
(B) copies of the memorandum and articles of association and certificate of incorporation of Phoenix;
(C) a copy of the written resolutions of the directors of Phoenix respecting, inter alia, Phoenix's authorization of and entry into the Loan Documents to be executed for and on behalf of Phoenix;
(D) verifies the incumbency and signature of the individual who executes Loan Documents on behalf of Phoenix; and
(E) copies of the public information respecting Phoenix revealed from a search of each of the Civil Index Book and the Commercial Book, each from the date of Phoenix's incorporation, maintained by the British Virgin Islands' High Court Registry;
(xxxiii) a Mxxxxxxx Islands Foreign Maritime Entity Certificate of Good Standing for the Borrower issued by the Mxxxxxxx Islands Registry on or about the Closing Date;
(xxxiv) certified true copies of executed powers of attorneys appointing all attorneys-in-fact who execute Loan Documents on behalf of Borrower, Holding Company, Pledgor, Bulk Cajun Pledgor, Allseas, Phoenix, Phoenix US or Charterer;
(xxxv) certifications of the signatures of all individuals who execute Loan Documents on behalf of Borrower, Holding Company, Pledgor, Allseas, Phoenix, or Charterer;
(xxxvi) legal opinions of counsel in Bermuda, the British Virgin Islands, the Mxxxxxxx Islands and Panama that are acceptable to Lender, in form acceptable to Lender, regarding this Agreement and the transactions and matters contemplated therein;
(xxxvii) a guaranty given by (A) Bulk Discovery, with respect to the Obligations and the Bulk Cajun Obligations, and (B) Bulk Cajun, with respect to the Obligations and the Bulk Discovery Obligations, and (C) the Borrower with respect to the Bulk Cajun Obligations and the Bulk Discovery Obligations, executed in form and substance satisfactory to Lender (the "Cross-Collateral Guaranty");
(xxxviii) the Omnibus Agreement, executed by Lender, Borrower, Bulk Discovery, Bulk Cajun, Holding Company, Charterer, Pledgor, Bulk Cajun Pledgor, Phoenix, Phoenix US, and Allseas, in form and substance satisfactory to Lender (the "Omnibus Agreement"); and
(xxxix) such other agreements, instruments, documents, and certifications as Lender may reasonably require.
Appears in 2 contracts
Samples: Loan and Guaranty Agreement (Pangaea Logistics Solutions Ltd.), Loan and Guaranty Agreement (Quartet Holdco Ltd.)
General Documents. Borrower shall furnish to Lender the following following, in form and substance satisfactory to Lender, dated as of Closingthe Closing Date, unless otherwise indicated below:
(i) this Agreement executed by the parties hereto and the Request for Advance;
(ii) a First Naval Mortgage encumbering the Vessel, duly Advance executed by the Borrower in substantially the form attached hereto as Exhibit BA;
(ii) a First Preferred Ship Mortgage encumbering the Vessel, duly executed by Borrower, in form and substance satisfactory to Lender, that has been notarized and legalized, and stamped that complies with a consular registration number by all other formalities as required for recordation in the Panamanian consul in Greece as preliminarily registered Mxxxxxxx Islands Registry (the “"Bulk Liberty Mortgage”");
(iii) an Assignment of Charter, Earnings and Insurances (respecting the Time Charter and the ED & F Charter) executed by Borrower Borrower, in substantially the form attached hereto as Exhibit C and substance satisfactory to Lender (the “"Borrower’s 's Earnings Assignment Agreement”");
(iv) a certification that an executed Notice of Assignment, in form and substance satisfactory to Lender, respecting the Borrower's Earnings Assignment in substantially the form of Exhibit A to Exhibit C hereto Agreement was delivered to Charterer, and that an Acknowledgement and Agreement executed by Charterer Charterer, in substantially the form of Exhibit B and substance satisfactory to Exhibit C heretoLender;
(v) an Assignment of Contract of AffreightmentCharter, Earnings and Insurances executed by Charterer Charterer, in substantially the form attached hereto as Exhibit D and substance satisfactory to Lender (the “"Charterer’s 's Earnings Assignment Agreement”");
(vi) a certification that an executed Notice of Assignment, in form and substance satisfactory to Lender, respecting the Charterer's Earnings Assignment in substantially the form of Exhibit A to Exhibit D hereto Agreement was delivered to Phoenix, and an Acknowledgement and Agreement executed by Phoenix Phoenix, in substantially the form of Exhibit B and substance satisfactory to Exhibit D heretoLender;
(vii) an Assignment of Earnings and Insurances executed by Phoenix, in form and substance satisfactory to Lender (the "Phoenix Earnings Assignment Agreement");
(viii) a copy of the ED & F Charter, including the Novation Agreement and evidence from Borrower to ED & F, in form acceptable to Lender, that instructs ED & F to remit all charter hire to the Allseas Cash Deposit Account;
(ix) a Manager’s 's Undertaking executed by Seamar Management S.A., in substantially the form attached hereto as Exhibit Eand substance satisfactory to Lender;
(viiix) a Manager’s 's Undertaking executed by PhoenixPhoenix US, in substantially the form attached hereto as Exhibit Fand substance satisfactory to Lender;
(ixxi) a Funds Deposit Agreement executed by Borrower, Charterer, Phoenix, Allseas, and Lender, in substantially the form attached hereto as Exhibit G and substance satisfactory to Lender (the “"Funds Deposit Agreement”");
(xxii) a copy of a letter executed by Phoenix, addressed to Mid-Ship Group LLC, that instructs Mid-Ship Group LLC to remit all freights and other sums paid by Noranda Alumina LLC under the COA, less commissions retained by Mid-Ship Group LLC under the COA, to the Bulk Discovery Freights Account, in form acceptable to Lender;
(xi) charge Charge over Shares regarding all of the issued and outstanding shares of stock in Borrower, executed by Pledgor Pledgor, in substantially the form attached hereto as Exhibit H and substance satisfactory to Lender (the “"Shares Charge”"), and (A) a Shareholder’s 's Proxy executed by Pledgor in substantially the form attached to the Shares Charge, (B) a Share Transfer Form executed by Pledgor in substantially the form attached to the Shares Charge that pertains to the shares subject to the Shares Charge, (C) all share certificates for all issued an and outstanding shares of stock of Borrower, (D) an Undertaking executed by Pledgor in substantially the form attached to the Shares Charge, and (E) undated Director & Officer Resignation Letters executed by all of the directors and officers of Borrower in substantially the form attached to the Shares Charge;
(xiixiii) a Charge Over Bulk Liberty Hire Account executed by Borrower and Lender, in form and substance satisfactory to Lender (the "Borrower Charge Over Bulk Liberty Hire Account"), and a letter executed by HSBC Bank Bermuda Limited respecting the Borrower Charge Over Bulk Liberty Hire Account, in form and substance satisfactory to Lender;
(xiv) a Charge Over Cash Deposit executed by Borrower, Allseas and Lender, in form and substance satisfactory to Lender (the "Allseas Charge Over Cash Deposit"), and a letter executed by HSBC Bank Bermuda Limited in substantially respecting the form attached hereto as Exhibit I;
(xiii) a Allseas Charge Over Cash Deposit executed by AllseasAccount, in form and substance satisfactory to Lender, and HSBC Bank Bermuda Limited in substantially the form attached hereto as Exhibit I (the “Allseas Charge on Cash Deposit”);
(xivxv) an irrevocable consent to appointment as registered agent for service of process on Borrower, Pledgor, Allseas, Phoenix, and the Guarantors, executed by Lxxxxx & Rxxx Tax Associates, Ltd., 500 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“"Process Agent”"), in form acceptable to Lender (“"Process Agent Appointment”");
(xvi) copies of the executed Time Charter, ED & F Charter, Technical Management Agreement, and Commercial Management Agreement certified by an officer of Borrower or another individual acceptable to Lender, containing a certification that they are still in full force and effect, and have not been amended or rescinded;
(xvii) a copy of the executed Sub-Time Charter certified by an officer of Charterer or another individual acceptable to Lender, containing a certification that it is still in full force and effect, and has not been amended or rescinded;
(xviii) certified copies of all entries and filings in respect of each of Borrower, Holding Company, Pledgor, and Allseas on file in the Register of Companies at the office of the Registrar of Companies in Hxxxxxxx, Bermuda;
(xix) copies, certified by the secretaries of the respective companies or other individuals acceptable to Lender, of the Constitutional Documents of each of Borrower, Holding Company, Pledgor, and Allseas, and of minutes of the meetings of the board of directors of each of Borrower, Holding Company, Pledgor, and Allseas containing, inter alia, the unanimous resolutions of the directors of each of such companies approving such companies' authorization of and entry into the Loan Documents to be executed on their behalf;
(xx) a Certificate of Compliance issued by the Bermuda Registrar of Companies in respect of each of Borrower, Holding Company, Pledgor, Allseas;
(xxi) a certified copy of the Register of Shareholders in respect of each of Borrower, Holding Company, Pledgor, and Allseas;
(xxii) a certified copy of the Register of Directors and Officers in respect of each of Borrower, Holding Company, Pledgor, and Allseas, certified by their respective secretaries;
(xxiii) certified copy of a current Foreign Exchange Letter issued by the Bermuda Monetary Authority with respect to each of Borrower, Holding Company, Pledgor, and Allseas, certified by their respective secretaries;
(xxiv) a certified copy of a current Tax Assurance issued by the Bermuda Registrar of Companies for the Minister of Finance in relation to each of Borrower, Holding Company, Pledgor, and Allseas, certified by their respective secretaries;
(xxv) copies of the Constitutional Documents and public records of Charterer obtained from the Registry of Corporate Affairs and the High Court Registry of the British Virgin Islands and certified by the secretary of Charterer;
(xxvi) copies of the memorandum and articles of association and certificate of incorporation of Charterer certified by the secretary of Charterer;
(xxvii) copies of the public information respecting Charterer revealed from a search of each of the Civil Index Book and the Commercial Book, each from the date of the Charterer's incorporation, maintained by the British Virgin Islands' High Court Registry;
(xxviii) a certificate of the secretary of the Charterer identifying, inter alia, the directors, officers, and shareholders of Charterer;
(xxix) a copy certified by the secretary of the Charterer of the written resolutions of the directors of Charterer approving, inter alia, the Charterer's authorization of and entry into the Loan Documents to be executed for and on behalf of Charterer;
(xxx) a copy of the register of the members of Charterer certified by the secretary of Charterer;
(xxxi) a copy of the register of the directors of Charterer certified by the secretary of Charterer;
(xxxii) a certificate of the secretary of Phoenix, certifying and attaching:
(A) copies of the Constitutional Documents and public records of Phoenix obtained from the Registry of Corporate Affairs and the High Court Registry of the British Virgin Islands;
(B) copies of the memorandum and articles of association and certificate of incorporation of Phoenix;
(C) a copy of the written resolutions of the directors of Phoenix respecting, inter alia, Phoenix's authorization of and entry into the Loan Documents to be executed for and on behalf of Phoenix;
(D) verifies the incumbency and signature of the individual who executes Loan Documents on behalf of Phoenix; and
(E) copies of the public information respecting Phoenix revealed from a search of each of the Civil Index Book and the Commercial Book, each from the date of Phoenix's incorporation, maintained by the British Virgin Islands' High Court Registry;
(xxxiii) a Mxxxxxxx Islands Foreign Maritime Entity Certificate of Good Standing for the Borrower issued by the Mxxxxxxx Islands Registry on or about the Closing Date;
(xxxiv) certified true copies of executed powers of attorneys appointing all attorneys-in-fact who execute Loan Documents on behalf of Borrower, Holding Company, Pledgor, Bulk Cajun Pledgor, Allseas, Phoenix, Phoenix US, Bulk Discovery, Bulk Cajun, Bulk Atlantic, or Charterer;
(xxxv) certifications of the signatures of all individuals who execute Loan Documents on behalf of Borrower, Holding Company, Pledgor, Allseas, Phoenix, Phoenix US, Bulk Discovery, Bulk Cajun, Bulk Atlantic, or Charterer;
(xxxvi) legal opinions of counsel in Bermuda, the British Virgin Islands, the Mxxxxxxx Islands and Panama that are acceptable to Lender, in form acceptable to Lender, regarding this Agreement and the transactions and matters contemplated therein;
(xxxvii) an amended and restated guaranty given by (A) Bulk Discovery, with respect to the Obligations, the Bulk Beothuk Obligations and the Bulk Cajun Obligations, and (B) Bulk Cajun, with respect to the Obligations, the Bulk Beothuk Obligations and the Bulk Discovery Obligations, (C) Bulk Atlantic, with respect to the Obligations, the Bulk Discovery Obligations and the Bulk Cajun Obligations, and (D) the Borrower with respect to the Bulk Beothuk Obligations, the Bulk Cajun Obligations and the Bulk Discovery Obligations, executed in form and substance satisfactory to Lender (the "Cross-Collateral Guaranty");
(xxxviii) the Amended and Restated Omnibus Agreement, executed by Lender, Borrower, Bulk Discovery, Bulk Cajun, Bulk Atlantic, Holding Company, Charterer, Pledgor, Bulk Cajun Pledgor, Phoenix, Phoenix US, and Allseas, in form and substance satisfactory to Lender (the "Omnibus Agreement"); and
(xxxix) such other agreements, instruments, documents, and certifications as Lender may reasonably require.
Appears in 2 contracts
Samples: Loan and Guaranty Agreement (Pangaea Logistics Solutions Ltd.), Loan and Guaranty Agreement (Quartet Holdco Ltd.)
General Documents. Borrower shall furnish to Lender the following in form and substance satisfactory to Lender, dated as of Closing, unless otherwise indicated below:
(i) the Request for Advance;
(ii) a First Naval Mortgage encumbering the Vessel, duly executed by Borrower in substantially the form attached hereto as Exhibit B, that has been notarized and legalized, that complies with all other formalities as required for preliminary registration in the Public Registry of Titles and stamped with a consular registration number by Encumbrances of Vessels of the Panamanian consul in Greece as preliminarily registered Panama Maritime Authority (the “Bulk Cajun Mortgage”);
(iii) an Assignment of Charter, Earnings and Insurances executed by Borrower in substantially the form attached hereto as Exhibit C (the “Borrower’s Earnings Assignment Agreement”);
(iv) a certification that an executed Notice of Assignment in substantially the form of Exhibit A D to Exhibit C hereto was delivered to Charterer, and that an Acknowledgement and Agreement executed by Charterer in substantially the form of Exhibit B E to Exhibit C hereto;
(v) an Assignment of Contract of Affreightment, Earnings and Insurances executed by Charterer in substantially the form attached hereto as Exhibit D (the “Charterer’s Earnings Assignment Agreement”);
(vi) a certification that an executed Notice of Assignment in substantially the form of Exhibit A D to Exhibit D hereto was delivered to Phoenix, an Acknowledgement and Agreement executed by Phoenix in substantially the form of Exhibit B E to Exhibit D hereto;
(vii) a Manager’s Undertaking executed by Seamar Management S.A., in substantially the form attached hereto as Exhibit E;
(viii) a Manager’s Undertaking executed by Phoenix, in substantially the form attached hereto as Exhibit F;
(ix) a Funds Deposit Agreement executed by Borrower, Charterer, Phoenix, Allseas, and Lender, in substantially the form attached hereto as Exhibit G (the “Funds Deposit Agreement”);
(x) a copy of a letter executed by Phoenix, addressed to Mid-Ship Group LLC, that instructs Mid-Ship Group LLC to remit all freights and other sums paid by Noranda Alumina LLC under the COACOA with respect to the Vessel, less commissions retained by Mid-Ship Group LLC under the COA, to the Bulk Discovery Cajun Freights Account, in form acceptable to Lender;
(xi) charge Charge over Shares regarding all of the issued and outstanding shares of stock in Borrower, executed by Pledgor in substantially the form attached hereto as Exhibit H (the “Shares Charge”), and (A) a Shareholder’s Proxy executed by Pledgor in substantially the form attached to the Shares Charge, (B) a Share Transfer Form executed by Pledgor in substantially the form attached to the Shares Charge that pertains to the shares subject to the Shares Charge, (C) all share certificates for all issued an and outstanding shares of stock of Borrower, (D) an Undertaking executed by Pledgor in substantially the form attached to the Shares Charge, and (E) undated Director & Officer Resignation Letters executed by all of the directors and officers of Borrower in substantially the form attached to the Shares Charge;
(xii) a Charge Over Cash Deposit executed by Borrower, Borrower and Lender, and HSBC Bank Bermuda Limited in substantially the form attached hereto as Exhibit I, and a letter executed by HSBC Bank Bermuda Limited in substantially the form of Part 2 of Schedule I thereto (the “Borrower Charge on Cash Deposit”);
(xiii) a Charge Over Cash Deposit executed by Allseas, Lender, and HSBC Bank Bermuda Limited in substantially the form attached hereto as Exhibit J, and a letter executed by HSBC Bank Bermuda Limited in substantially the form of Part 2 of Schedule I thereto (the “Allseas Charge on Cash Deposit”);
(xiv) an irrevocable consent to appointment as registered agent for service of process on Borrower, Pledgor, Allseas, Phoenix, and the Guarantors, executed by Lxxxxx & Rxxx (“Process Agent”), in form acceptable to Lender (“Process Agent Appointment”);
(xv) copies of the executed Time Charter, Technical Management Agreement, and Commercial Management Agreement certified by an officer of Borrower or another individual acceptable to Lender, containing a certification that they are still in full force and effect, and have not been amended or rescinded;
(xvi) copy, certified by Charterer or another individual acceptable to Lender, of the executed Sub-COA, containing a certification that it is still in full force and effect, and has not been amended or rescinded;
(xvii) copy, certified by Phoenix or another individual acceptable to Lender, of the executed COA, containing a certification that it is still in full force and effect, and has not been amended or rescinded;
(xviii) certified copies of all entries and filings in respect of each of Borrower, Holding Company, Pledgor, and Allseas on file in the Register of Companies at the office of the Registrar of Companies in Hxxxxxxx, Bermuda;
(xix) copies, certified by the secretaries of the respective companies or other individuals acceptable to Lender, of the Constitutional Documents of each of Borrower, Holding Company, Pledgor, and Allseas, and of minutes of the meetings of the board of directors of each of Borrower, Holding Company, Pledgor, and Allseas containing, inter alia, the unanimous resolutions of the directors of each of such companies approving such companies’ authorization of and entry into the Loan Documents to be executed on their behalf;
(xx) a Certificate of Compliance issued by the Registrar of Companies in respect of each of Borrower, Holding Company, Pledgor, and Allseas;
(xxi) a certified copy of the Register of Shareholders in respect of each of Borrower, Holding Company, Pledgor, and Allseas;
(xxii) a certified copy of the Register of Directors and Officers in respect of each of Borrower, Holding Company, Pledgor, and Allseas, certified by their respective secretaries;
(xxiii) certified copy of a current Foreign Exchange Letter issued by the Bermuda Monetary Authority with respect to each of Borrower, Holding Company, Pledgor, and Allseas certified by their respective secretaries;
(xxiv) a certified copy of a current Tax Assurance issued by the Registrar of Companies for the Minister of Finance in relation to each of Borrower, Holding Company, Pledgor, and Allseas certified by their respective secretaries;
(xxv) copies of the Constitutional Documents and public records of Charterer obtained from the Registry of Corporate Affairs and the High Court Registry of the British Virgin Islands and certified by the secretary of Charterer;
(xxvi) copies of the memorandum and articles of association and certificate of incorporation of Charter certified by the secretary of Charterer;
(xxvii) copy of the public records of Charterer obtained from the Registry of Corporate Affairs in the British Virgin Islands and the public information revealed from a search of each of the Civil Index Book and the Commercial Book, each from the date of the Charterer’s incorporation, maintained by the British Virgin Islands’ High Court Registry;
(xxviii) a certificate of the secretary of the Charterer identifying, inter alia, the directors, officers, and shareholders of Charterer;
(xxix) a copy certified by the secretary of the Charterer of the written resolutions of the directors of Charterer approving, inter alia, the Charterer’s authorization of and entry into the Loan Documents to be executed for and on behalf of Charterer;
(xxx) a copy of the register of the members of Charterer certified by the secretary of Charterer;
(xxxi) a copy of the register of the directors of Charterer certified by the secretary of Charterer;
(xxxii) a Certificate of Good Standing for Phoenix issued by the Division of Corporations of the Delaware Department of State on or about the date of Closing;
(xxxiii) a copy of the Certificate of Formation of Phoenix, as amended and restated, issued by the Division of Corporations of the Delaware Department of State on or about the date of Closing;
(xxxiv) a certificate of a manager or officer of Phoenix that:
(A) attaches a true and complete a copy of the Certificate of Formation of Phoenix, as amended and restated;
(B) attaches a true and complete copy of the limited liability company operating agreement for Phoenix, as amended and restated;
(C) attaches a true and complete copy of resolutions of the members and manager of Phoenix that authorizes the execution and delivery of the Loan Documents which this Agreement contemplates that it will execute and deliver, and that certifies that such resolutions are in full force and effect; and
(D) verifies the incumbency and signature of the individual who executes Loan Documents on behalf of Phoenix;
(xxxv) certified true copies of executed powers of attorneys appointing all attorneys-in-fact who executed Loan Documents on behalf of Borrower, Holding Company, Pledgor, Allseas or Charterer;
(xxxvi) certifications of the signatures of all individuals who execute Loan Documents on behalf of Borrower, Holding Company, Pledgor, Allseas, or Charterer;
(xxxvii) legal opinions of counsel in Bermuda, the British Virgin Islands, and Panama that are acceptable to Lender, in form acceptable to Lender, regarding this Agreement and the transactions and matters contemplated therein; and
(xxxviii) such other agreements, instruments, documents, and certifications as Lender may reasonably require.
Appears in 2 contracts
Samples: Loan and Guaranty Agreement (Pangaea Logistics Solutions Ltd.), Loan and Guaranty Agreement (Quartet Holdco Ltd.)
