Insurances. The Borrower covenants with the Agent and the Lenders and undertakes: 10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel; 10.21.2 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of: (a) one hundred and twenty five per cent (125%) of the amount of the Loan; or (b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of: (i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels; (ii) war risks and war risks (protection and indemnity) up to the insured amount; (iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value; (iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period); (v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks; (vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee in similar terms mutatis mutandis to the Insurance Assignment; 10.21.3 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent); 10.21.4 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on: (a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market; (b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations; (c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys; (d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done; (e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance; (f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and (g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution; 10.21.5 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent; 10.21.6 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel; 10.21.7 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel; 10.21.8 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent; 10.21.9 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default; 10.21.10 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association; 10.21.11 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed; 10.21.12 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose; 10.21.13 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss. 10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000). 10.21.15 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received; 10.21.16 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and 10.21.17 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 3 contracts
Samples: Fifth Supplemental Deed (NCL CORP Ltd.), Fifth Supplemental Deed (NCL CORP Ltd.), Secured Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent and the Lenders Finance Parties and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 10.20.1 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars the currency in which the Loan is denominated approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent cent. (125%) of the amount of the Loan; orand
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) fire and marine risks including but without limitation hull and machinery and all other risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage as offered by first-class protection and indemnity associations and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if reasonably requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;; and
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT provided that if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee Borrower and/or the Lendersa Finance Party) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee Finance Parties in similar terms mutatis mutandis to the Insurance AssignmentAssignment of Insurances;
10.21.3 10.20.2 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars the currency in which the Loan is denominated of one hundred and ten per cent cent. (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 10.20.3 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c10.20.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 10.20.4 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 10.20.5 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee Finance Parties legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee Finance Parties is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 10.20.6 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls solely attributable to the Vessel;
10.21.8 10.20.7 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 10.20.8 to renew each of the Insurances on the Vessel at least ten five (105) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten five (105) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 10.20.9 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 10.20.10 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 10.20.11 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 10.20.12 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 10.20.13 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).[**];
10.21.15 10.20.14 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 10.20.15 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 10.20.16 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense up to an amount of ten thousand euro (EUR10,000) annually, except in the case that the First Drawdown Delivery Date and any renewal date or amendment of the Insurances to be assigned to the Trustee Finance Parties pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each otherother or such Insurances are amended within one (1) year of the Delivery Date or their renewal (as the case may be)) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent and the Lenders and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount aggregate of the Loanamounts of the Dollar Loan and the Dollar equivalent of the Euro Loan (determined at HSBC Bank plc’s spot rate for conversion of Dollars to Euro at 10.00 a.m. London time ten (10) days prior to the Delivery Date or any renewal date); or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000)[*].
10.21.15 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 2 contracts
Samples: Secured Loan Agreement (NCL CORP Ltd.), Secured Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent and the Lenders Finance Parties and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 10.20.1 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars the currency in which the Loan is denominated approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent cent. (125%) of the amount of the Loan; orand
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 10.2 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) fire and marine risks including but without limitation hull and machinery and all other risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage as offered by first-class protection and indemnity associations and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if reasonably requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;; and
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT provided that if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee Borrower and/or the Lendersa Finance Party) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee Finance Parties in similar terms mutatis mutandis to the Insurance AssignmentAssignment of Insurances;
10.21.3 10.20.2 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars the currency in which the Loan is denominated of one hundred and ten per cent cent. (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 10.20.3 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c10.20.3(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 10.20.4 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 10.20.5 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee Finance Parties legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee Finance Parties is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 10.20.6 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls solely attributable to the Vessel;
10.21.8 10.20.7 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 10.20.8 to renew each of the Insurances on the Vessel at least ten five (105) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten five (105) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 10.20.9 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 10.20.10 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 10.20.11 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 10.20.12 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 10.20.13 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).[*];
10.21.15 10.20.14 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 10.20.15 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 10.20.16 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense up to an amount of ten thousand euro (EUR10,000) annually, except in the case that the First Drawdown Delivery Date and any renewal date or amendment of the Insurances to be assigned to the Trustee Finance Parties pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each otherother or such Insurances are amended within one (1) year of the Delivery Date or their renewal (as the case may be)) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent and the Lenders Finance Parties and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 10.20.1 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars the currency in which the Loan is denominated approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent cent. (125%) of the amount of the Loan; orand
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) fire and marine risks including but without limitation hull and machinery and all other risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage as offered by first-class protection and indemnity associations and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if reasonably requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;; and
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT provided that if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee Borrower and/or the Lendersa Finance Party) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee Finance Parties in similar terms mutatis mutandis to the Insurance AssignmentAssignment of Insurances;
10.21.3 10.20.2 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars the currency in which the Loan is denominated of one hundred and ten per cent cent. (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 10.20.3 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c10.20.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 10.20.4 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 10.20.5 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee Finance Parties legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee Finance Parties is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 10.20.6 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls solely attributable to the Vessel;
10.21.8 10.20.7 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 10.20.8 to renew each of the Insurances on the Vessel at least ten five (105) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten five (105) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 10.20.9 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 10.20.10 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 10.20.11 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 10.20.12 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 10.20.13 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million [**] [Confidential Treatment] Dollars (USD25,000,000).[**] [Confidential Treatment];
10.21.15 10.20.14 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 10.20.15 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 10.20.16 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense up to an amount of ten thousand euro (EUR10,000) annually, except in the case that the First Drawdown Delivery Date and any renewal date or amendment of the Insurances to be assigned to the Trustee Finance Parties pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each otherother or such Insurances are amended within one (1) year of the Delivery Date or their renewal (as the case may be)) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent and the Lenders and undertakes:
10.21.1 during the Construction Completion Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Building Contract, Refund Guarantee and Performance Guarantees Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Redelivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount aggregate of the amounts of the Dollar Loan, the Dollar equivalent of the Euro Loan (determined at HSBC Bank plc’s spot rate for conversion of Dollars to Euro at 10.00 a.m. London time ten (10) days prior to the Redelivery Date or any renewal date) and the Commercial Loan; or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Redelivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee and the Commercial Loan Trustee in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount aggregate of the amounts of the Loan and the Commercial Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).[*];
10.21.15 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Floating Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to (among other things) the Construction Risks Insurance Assignment or the Delivery Redelivery Date and any renewal of the Insurances to be assigned to the Trustee and the Commercial Loan Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 2 contracts
Samples: Secured Loan Agreement (NCL CORP Ltd.), Secured Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent and the Lenders Finance Parties and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 10.20.1 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars the currency in which the Loan is denominated approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent cent. (125%) of the amount of the Loan; orand
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) fire and marine risks including but without limitation hull and machinery and all other risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage as offered by first-class protection and indemnity associations and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if reasonably requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;; and
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT provided that if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee Borrower and/or the Lendersa Finance Party) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee Finance Parties in similar terms mutatis mutandis to the Insurance AssignmentAssignment of Insurances;
10.21.3 10.20.2 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars the currency in which the Loan is denominated of one hundred and ten per cent cent. (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 10.20.3 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c10.20.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 10.20.4 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 10.20.5 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee Finance Parties legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee Finance Parties is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 10.20.6 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls solely attributable to the Vessel;
10.21.8 10.20.7 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 10.20.8 to renew each of the Insurances on the Vessel at least ten five (105) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten five (105) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 10.20.9 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 10.20.10 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 10.20.11 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 10.20.12 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 10.20.13 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million [**] Dollars (USD25,000,000).[**];
10.21.15 10.20.14 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 10.20.15 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 10.20.16 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense up to an amount of ten thousand euro (EUR10,000) annually, except in the case that the First Drawdown Delivery Date and any renewal date or amendment of the Insurances to be assigned to the Trustee Finance Parties pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each otherother or such Insurances are amended within one (1) year of the Delivery Date or their renewal (as the case may be)) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent Creditor Parties and the Lenders and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance undertakes with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 effect from the Delivery Date until the end of the Security Period Period:
(a) to insure the Vessel Ship in its name and keep the Vessel Ship insured on an agreed value basis for an amount in Dollars the currency in which the Loan is denominated approved by the Agent but not being less than the greater of:
of (ax) one hundred and twenty five [*] per cent cent. (125[*]%) of the amount of the Loan; or
and (by) the full market and commercial value of the Vessel Ship determined in accordance with Clause 10.18 13.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) fire and marine risks including but without limitation hull and machinery and all other risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vesselsShips;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel Ship is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage as offered by first-class protection and indemnity associations and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if reasonably requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels Ships of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel Ship trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel Ship is laid-up, in lieu of hull insurance, normal port risks;; and
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT provided that if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee Borrower and/or the Lendersa Creditor Party) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee Creditor Parties in similar terms mutatis mutandis to the Insurance relevant provisions of the General Assignment;
10.21.3 to agree (b) that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars the currency in which the Loan is denominated of one hundred and ten [*] per cent cent. (110[*]%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 (c) if the Vessel Ship shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel Ship presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(ai) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel Ship in the market;
(bii) to make all such quarterly or other voyage declarations as may from time to time be required by the VesselShip’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(ciii) to submit the Vessel Ship to such additional periodic, classification, structural or other surveys which may be required by the VesselShip’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(div) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c13.20(c)(iii) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(ev) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel Ship with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(fvi) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel Ship from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(gvii) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel Ship falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 (d) to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 (e) to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee Creditor Parties legal title to the Insurances in respect of the Vessel Ship and to procure that the interest of the Trustee Creditor Parties is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel Ship and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the VesselShip;
10.21.7 (f) to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls solely attributable to the VesselShip;
10.21.8 (g) punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel Ship and to produce all relevant receipts when so required by the Agent;
10.21.9 (h) to renew each of the Insurances on the Vessel Ship at least ten five (105) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel Ship at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 (i) to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 (j) to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel Ship and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 (k) not to agree to any variation in the terms of any of the Insurances on the Vessel Ship without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel Ship to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 (l) not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel Ship other than a claim of less than ten million [*] Dollars (USD10,000,000$[*]) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).
10.21.15 m) to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel Ship for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 (n) that in the event of it making default in insuring and keeping insured the Vessel Ship as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel Ship or enter the Vessel Ship in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree (o) that the Agent shall be entitled from time entitled, immediately prior to time (but at intervals the Delivery Date and thereafter no more frequently than annually on renewals but also additionally at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date time when there is a proposed change of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment underwriters or the Delivery Date and terms of any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) Insurances, to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it the Borrower shall reimburse the Agent on demand for all reasonable the costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaidsubject to a limit of Twenty five thousand Euro at the time of delivery of the Ship or in the event of a change of underwriters or of terms of any Insurances and otherwise Ten thousand Euro annually thereafter.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Norwegian Cruise Line Holdings Ltd.), Amendment and Restatement Agreement (Norwegian Cruise Line Holdings Ltd.)
Insurances. The Borrower covenants with the Agent and the Lenders and undertakes:
10.21.1 during the Construction Completion Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Building Contract, Refund Guarantee and Performance Guarantees Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Redelivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount aggregate of the amounts of the Dollar Loan, the Dollar equivalent of the Euro Loan (determined at HSBC Bank plc’s spot rate for conversion of Dollars to Euro at 10.00 a.m. London time ten (10) days prior to the Redelivery Date or any renewal date) and the Commercial Loan; or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Redelivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee and the Commercial Loan Trustee in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount aggregate of the amounts of the Loan and the Commercial Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).;
10.21.15 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Floating Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to (among other things) the Construction Risks Insurance Assignment or the Delivery Redelivery Date and any renewal of the Insurances to be assigned to the Trustee and the Commercial Loan Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent and the Lenders and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount of the Loan; or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000)[*].
10.21.15 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 2 contracts
Samples: Eighth Supplemental Deed to Secured Loan Agreement (NCL CORP Ltd.), Eighth Supplemental Deed to Secured Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent and the Lenders and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount aggregate of the Loanamounts of the Dollar Loan and the Dollar equivalent of the Euro Loan (determined at HSBC Bank plc’s spot rate for conversion of Dollars to Euro at 10.00 a.m. London time ten (10) days prior to the Delivery Date or any renewal date); or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).
10.21.15 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 2 contracts
Samples: Supplemental Agreement (NCL CORP Ltd.), Supplemental Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent Creditor Parties and the Lenders and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance undertakes with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 effect from the Delivery Date until the end of the Security Period Period:
(a) to insure the Vessel Ship in its name and keep the Vessel Ship insured on an agreed value basis for an amount in Dollars the currency in which the Loan is denominated approved by the Agent but not being less than the greater of:
of (ax) one hundred and twenty five [*] per cent (125[*]%) of the amount of the Loan; or
and (by) the full market and commercial value of the Vessel Ship determined in accordance with Clause 10.18 13.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) fire and marine risks including but without limitation hull and machinery and all other risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vesselsShips;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel Ship is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage as offered by first-class protection and indemnity associations and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if reasonably requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels Ships of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel Ship trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel Ship is laid-up, in lieu of hull insurance, normal port risks;; and
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT provided that if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee Borrower and/or the Lendersa Creditor Party) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee Creditor Parties in similar terms mutatis mutandis to the Insurance relevant provisions of the General Assignment;
10.21.3 to agree (b) that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars the currency in which the Loan is denominated of one hundred and ten [*] per cent (110[*]%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 (c) if the Vessel Ship shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel Ship presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(ai) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel Ship in the market;
(bii) to make all such quarterly or other voyage declarations as may from time to time be required by the VesselShip’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(ciii) to submit the Vessel Ship to such additional periodic, classification, structural or other surveys which may be required by the VesselShip’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(div) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c13.20(c)(iii) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(ev) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel Ship with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(fvi) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel Ship from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(gvii) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel Ship falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 (d) to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 (e) to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee Creditor Parties legal title to the Insurances in respect of the Vessel Ship and to procure that the interest of the Trustee Creditor Parties is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel Ship and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the VesselShip;
10.21.7 (f) to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls solely attributable to the VesselShip;
10.21.8 (g) punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel Ship and to produce all relevant receipts when so required by the Agent;
10.21.9 (h) to renew each of the Insurances on the Vessel Ship at least ten five (105) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel Ship at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 (i) to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 (j) to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel Ship and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 (k) not to agree to any variation in the terms of any of the Insurances on the Vessel Ship without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel Ship to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 (l) not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel Ship other than a claim of less than ten million [*] Dollars (USD10,000,000$[*]) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).
10.21.15 m) to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel Ship for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 (n) that in the event of it making default in insuring and keeping insured the Vessel Ship as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel Ship or enter the Vessel Ship in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree (o) that the Agent shall be entitled from time entitled, immediately prior to time (but at intervals the Delivery Date and thereafter no more frequently than annually on renewals but also additionally at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date time when there is a proposed change of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment underwriters or the Delivery Date and terms of any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) Insurances, to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it the Borrower shall reimburse the Agent on demand for all reasonable the costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaidsubject to a limit of Twenty five thousand Euro at the time of delivery of the Ship or in the event of a change of underwriters or of terms of any Insurances and otherwise Ten thousand Euro annually thereafter.
Appears in 1 contract
Samples: Loan Agreement (Prestige Cruises International, Inc.)
Insurances. The Borrower covenants with the Agent and the Lenders and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s 's interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount of the Loan; or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “"EEZ”") as such term is defined in the US Oil Pollution Act 1990 (“"OPA”"), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s 's protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s 's protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America Xxxxxx Xxxxxx xx Xxxxxxx and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten five million Dollars (USD10,000,000USD5,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000USD5,000,000).;
10.21.15 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s 's expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 1 contract
Insurances. The Borrower covenants with the Agent and the Lenders and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount aggregate of the Loanamounts of the Dollar Loan and the Dollar equivalent of the Euro Loan (determined at HSBC Bank plc’s spot rate for conversion of Dollars to Euro at 10.00 a.m. London time ten (10) days prior to the Delivery Date or any renewal date); or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-Agent- approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).;
10.21.15 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 1 contract
Insurances. The Borrower covenants with the Agent and the Lenders and undertakes:
10.21.1 during the Construction Completion Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Building Contract, Refund Guarantee and Performance Guarantees Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Redelivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount aggregate of the amounts of the Dollar Loan, the Dollar equivalent of the Euro Loan (determined at HSBC Bank plc’s spot rate for conversion of Dollars to Euro at 10.00 a.m. London time ten (10) days prior to the Redelivery Date or any renewal date) and the Commercial Loan; or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Redelivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee and the Commercial Loan Trustee in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount aggregate of the amounts of the Loan and the Hermes Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).;
10.21.15 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to (among other things) the Construction Risks Insurance Assignment or the Delivery Redelivery Date and any renewal of the Insurances to be assigned to the Trustee and the Commercial Loan Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 1 contract
Insurances. The Borrower covenants with the Security Agent, the Paying Agent and the Lenders and undertakesundertakes from the Drawdown Date:
10.21.1 during to insure the Construction Period Vessel, or to procure that the Vessel is insured in accordance with the Building Contractinsured, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel and procure that the Vessel is kept insured on an agreed value basis for an amount in Dollars approved by the Paying Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount of the Loan; or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Paying Agent in each instance on terms and conditions approved by the Paying Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Paying Agent-approved policies containing the ordinary conditions applicable to similar vesselsvessels and, in particular but without limitation, the risk of physical loss or damage to the Vessel, general average contributions and liability for collision damage to third parties;
(ii) war risks including the Lost Vessel Clause and, should Institute War and Strike Clauses, Hulls Conditions prevail, the London Blocking and Trapping Addendum and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) for pollution risk and this to be increased if requested by the Paying Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of during the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Paying Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee Paying Agent and/or the LendersSecurity Agent) such person shall if so required by the Paying Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee Security Agent in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 10.21.2 to agree that the Hermes Paying Agent at the cost of the Borrower shall take out out, in each case, for an amount in Dollars approved by the Paying Agent but not being less than one hundred and twenty five per cent (125%) of the Loan, mortgagee interest insurance on such conditions as the Hermes Paying Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount of the Loanagreed, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 10.21.3 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “"EEZ”") as such term is defined in the US Oil Pollution Act 1990 (“"OPA”"), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s 's protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Paying Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s 's protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Paying Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(csub-clause (c) above within the time limit specified therein and to provide evidence satisfactory to the Paying Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Paying Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Paying Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 10.21.4 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Paying Agent;
10.21.6 10.21.5 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee Security Agent legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee Security Agent is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Paying Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Paying Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 10.21.6 to procure that each of the relevant brokers and associations furnishes furnish the Security Agent with a letter of undertaking in such form as may be required by the Paying Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 10.21.7 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Paying Agent;
10.21.9 10.21.8 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Paying Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Paying Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 10.21.9 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 10.21.10 to furnish the Paying Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 10.21.11 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Paying Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 10.21.12 not without the prior written consent of the Paying Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten five million Dollars (USD10,000,000USD5,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 10.21.13 promptly to furnish the Paying Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000USD5,000,000).;
10.21.15 10.21.14 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 10.21.15 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Paying Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Paying Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Paying Agent; and
10.21.17 10.21.16 to agree that the Paying Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each other's expense) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Paying Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Paying Agent on demand for all reasonable costs and expenses incurred by the Paying Agent in connection with the instruction of such advisers as aforesaid.
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent and the Lenders and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s 's interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount aggregate of the Loanamounts of the Dollar Loan and the Dollar equivalent of the Euro Loan (determined at HSBC Bank plc's spot rate for conversion of Dollars to Euro at 10:00 a.m. London time ten (10) days prior to the Delivery Date or any renewal date); or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount aggregate of the Loanamounts of the Dollar Loan and the Dollar equivalent of the Euro Loan (determined at HSBC Bank plc's spot rate for conversion of Dollars to Euro at 10.00 a.m. London time ten (10) days prior to the Delivery Date or any renewal date), the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “"EEZ”") as such term is defined in the US Oil Pollution Act 1990 (“"OPA”"), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s 's protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s 's protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten five million Dollars (USD10,000,000USD5,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000USD5,000,000).;
10.21.15 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s 's expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 1 contract
Insurances. The Borrower covenants with the Agent and the Lenders and undertakes:
10.21.1 during the Construction Completion Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s 's interest in the Insurances pursuant to the Construction Risks Insurance Building Contract, Refund Guarantee and Performance Guarantees Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Redelivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount aggregate of the amounts of the Dollar Loan, the Dollar equivalent of the Euro Loan (determined at HSBC Bank plc's spot rate for conversion of Dollars to Euro at 10.00 a.m. London time ten (10) days prior to the Redelivery Date or any renewal date) and the Commercial Loan; or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Redelivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee and the Commercial Loan Trustee in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount aggregate of the amounts of the Dollar Loan, the Dollar equivalent of the Euro Loan (determined at HSBC Bank plc's spot rate for conversion of Dollars to Euro at 10.00 a.m. London time ten (10) days prior to the Redelivery Date or any renewal date) and the Commercial Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “"EEZ”") as such term is defined in the US Oil Pollution Act 1990 (“"OPA”"), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s 's protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s 's protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America Xxxxxx Xxxxxx xx Xxxxxxx and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten five million Dollars (USD10,000,000USD5,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000USD5,000,000).;
10.21.15 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s 's expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to (among other things) the Construction Risks Insurance Assignment or the Delivery Redelivery Date and any renewal of the Insurances to be assigned to the Trustee and the Commercial Loan Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 1 contract
Insurances. The Borrower covenants with the Agent and the Lenders Finance Parties and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 10.20.1 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars the currency in which the Loan is denominated approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent cent. (125%) of the amount of the Loan; orand
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 10.2 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) fire and marine risks including but without limitation hull and machinery and all other risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage as offered by first-class protection and indemnity associations and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if reasonably requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;; and
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT provided that if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee Borrower and/or the Lendersa Finance Party) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee Finance Parties in similar terms mutatis mutandis to the Insurance AssignmentAssignment of Insurances;
10.21.3 10.20.2 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars the currency in which the Loan is denominated of one hundred and ten per cent cent. (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 10.20.3 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c10.20.3(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 10.20.4 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 10.20.5 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee Finance Parties legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee Finance Parties is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 10.20.6 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls solely attributable to the Vessel;
10.21.8 10.20.7 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 10.20.8 to renew each of the Insurances on the Vessel at least ten five (105) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten five (105) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 10.20.9 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 10.20.10 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 10.20.11 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 10.20.12 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 10.20.13 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).[*];
10.21.15 10.20.14 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 10.20.15 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 10.20.16 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense up to an amount of ten thousand euro (EUR10,000) annually, except in the case that the First Drawdown Delivery Date and any renewal date or amendment of the Insurances to be assigned to the Trustee Finance Parties pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each otherother or such Insurances are amended within one (1) year of the Delivery Date or their renewal (as the case may be)) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent and the Lenders and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 from the Delivery Redelivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent (125%) of the amount aggregate of the amounts of the Loan and the Hermes Loan; or
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) marine risks including all risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Redelivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee and/or the Lenders) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee and the Hermes Loan Trustee in similar terms mutatis mutandis to the Insurance Assignment;
10.21.3 10.21.2 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars of one hundred and ten per cent (110%) of the amount aggregate of the amounts of the Loan and the Hermes Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 10.21.3 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “"EEZ”") as such term is defined in the US Oil Pollution Act 1990 (“"OPA”"), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s 's protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s 's protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c10.21.3(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 10.21.4 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 10.21.5 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 10.21.6 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls attributable to the Vessel;
10.21.8 10.21.7 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 10.21.8 to renew each of the Insurances on the Vessel at least ten (10) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 10.21.9 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 10.21.10 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 10.21.11 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 10.21.12 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten five million Dollars (USD10,000,000USD5,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 10.21.13 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000USD5,000,000).;
10.21.15 10.21.14 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 10.21.15 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 10.21.16 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s 's expense except in the case that the First Drawdown Date and any renewal date of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment or the Delivery Redelivery Date and any renewal of the Insurances to be assigned to the Trustee and the Hermes Loan Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 1 contract
Insurances. The Borrower covenants with the Agent and the Lenders Finance Parties and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 10.20.1 from the Delivery Date until the end of the Security Period to insure the Vessel in its name and keep the Vessel insured on an agreed value basis for an amount in Dollars the currency in which the Loan is denominated approved by the Agent but not being less than the greater of:
(a) one hundred and twenty five per cent cent. (125%) of the amount of the Loan; orand
(b) the full market and commercial value of the Vessel determined in accordance with Clause 10.18 10.2 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) fire and marine risks including but without limitation hull and machinery and all other risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vessels;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage as offered by first-class protection and indemnity associations and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if reasonably requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel is laid-up, in lieu of hull insurance, normal port risks;; and
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT provided that if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee Borrower and/or the Lendersa Finance Party) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee Finance Parties in similar terms mutatis mutandis to the Insurance AssignmentAssignment of Insurances;
10.21.3 10.20.2 to agree that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars the currency in which the Loan is denominated of one hundred and ten per cent cent. (110%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 10.20.3 if the Vessel shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(a) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel in the market;
(b) to make all such quarterly or other voyage declarations as may from time to time be required by the Vessel’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(c) to submit the Vessel to such additional periodic, classification, structural or other surveys which may be required by the Vessel’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(d) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c10.20.3(c) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(e) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(f) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(g) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 10.20.4 to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 10.20.5 to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee Finance Parties legal title to the Insurances in respect of the Vessel and to procure that the interest of the Trustee Finance Parties is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the Vessel;
10.21.7 10.20.6 to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls solely attributable to the Vessel;
10.21.8 10.20.7 punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel and to produce all relevant receipts when so required by the Agent;
10.21.9 10.20.8 to renew each of the Insurances on the Vessel at least ten five (105) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel at least ten five (105) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 10.20.9 to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 10.20.10 to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 10.20.11 not to agree to any variation in the terms of any of the Insurances on the Vessel without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 10.20.12 not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel other than a claim of less than ten million Dollars (USD10,000,000) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 10.20.13 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).[**];
10.21.15 10.20.14 to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 10.20.15 that in the event of it making default in insuring and keeping insured the Vessel as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel or enter the Vessel in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 10.20.16 to agree that the Agent shall be entitled from time to time (but at intervals no more frequently than annually at the Borrower’s expense up to an amount of ten thousand euro (EUR10,000) annually, except in the case that the First Drawdown Delivery Date and any renewal date or amendment of the Insurances to be assigned to the Trustee Finance Parties pursuant to the Construction Risks Insurance Assignment or the Delivery Date and any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each otherother or such Insurances are amended within one (1) year of the Delivery Date or their renewal (as the case may be)) to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it shall reimburse the Agent on demand for all reasonable costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaid.
Appears in 1 contract
Samples: Loan Agreement (NCL CORP Ltd.)
Insurances. The Borrower covenants with the Agent Creditor Parties and the Lenders and undertakes:
10.21.1 during the Construction Period to procure that the Vessel is insured in accordance undertakes with the Building Contract, to give notice forthwith of the assignment of the Borrower’s interest in the Insurances pursuant to the Construction Risks Insurance Assignment to the relevant brokers, insurances companies and/or underwriters in the form approved by the Agent and to procure that each of the relevant brokers furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums except in relation to premiums attributable to the Vessel;
10.21.2 effect from the Delivery Date until the end of the Security Period Period:
(a) to insure the Vessel Ship in its name and keep the Vessel Ship insured on an agreed value basis for an amount in Dollars the currency in which the Loan is denominated approved by the Agent but not being less than the greater of:
of (ax) one hundred and twenty five [*] per cent cent. (125[*]%) of the amount of the Loan; or
and (by) the full market and commercial value of the Vessel Ship determined in accordance with Clause 10.18 13.18 from time to time through internationally recognised independent first class insurance companies, underwriters, war risks and protection and indemnity associations acceptable to the Agent in each instance on terms and conditions approved by the Agent including as to deductibles but at least in respect of:
(i) fire and marine risks including but without limitation hull and machinery and all other risks customarily and usually covered by first-class and prudent shipowners in the London insurance markets under English marine policies or Agent-approved policies containing the ordinary conditions applicable to similar vesselsShips;
(ii) war risks and war risks (protection and indemnity) up to the insured amount;
(iii) excess risks that is to say the proportion of claims for general average and salvage charges and under the running down clause not recoverable in consequence of the value at which the Vessel Ship is assessed for the purpose of such claims exceeding the insured value;
(iv) protection and indemnity risks with full standard coverage as offered by first-class protection and indemnity associations and up to the highest limit of liability available (for oil pollution risk the highest limit currently available is one billion Dollars (USD1,000,000,000) and this to be increased if reasonably requested by the Agent and the increase is possible in accordance with the standard protection and indemnity cover for vessels Ships of its type and is compatible with prudent insurance practice for first class cruise shipowners or operators in waters where the Vessel Ship trades from time to time from the Delivery Date until the end of the Security Period);
(v) when and while the Vessel Ship is laid-up, in lieu of hull insurance, normal port risks;; and
(vi) such other risks as the Agent may from time to time reasonably require; and in any event in respect of those risks and at those levels covered by first class and prudent owners and/or financiers in the international market in respect of similar tonnage PROVIDED THAT provided that if any of such insurances are also effected in the name of any other person (other than the Borrower, the Agent, the Hermes Agent, the Trustee Borrower and/or the Lendersa Creditor Party) such person shall if so required by the Agent execute a first priority assignment of its interest in such insurances in favour of the Trustee Creditor Parties in similar terms mutatis mutandis to the Insurance relevant provisions of the General Assignment;
10.21.3 to agree (b) that the Hermes Agent shall take out mortgagee interest insurance on such conditions as the Hermes Agent may reasonably require and mortgagee interest insurance for pollution risks as from time to time agreed each for an amount in Dollars the currency in which the Loan is denominated of one hundred and ten [*] per cent cent. (110[*]%) of the amount of the Loan, the Borrower having no interest or entitlement in respect of such policies; the Borrower shall upon demand of the Hermes Agent reimburse the Hermes Agent for the costs of effecting and/or maintaining any such insurance(s) and the Hermes Agent hereby undertakes to use its reasonable endeavours to match the premium level that the Borrower would have paid if the Borrower itself had arranged such cover on such conditions (as demonstrated to the reasonable satisfaction of the Hermes Agent);
10.21.4 (c) if the Vessel Ship shall trade in the United States of America and/or the Exclusive Economic Zone of the United States of America (the “EEZ”) as such term is defined in the US Oil Pollution Act 1990 Xxx 0000 (“OPA”), to comply strictly with the requirements of OPA and any similar legislation which may from time to time be enacted in any jurisdiction in which the Vessel Ship presently trades or may or will trade at any time during the existence of this Agreement and in particular before such trade is commenced and during the entire period during which such trade is carried on:
(ai) to pay any additional premiums required to maintain protection and indemnity cover for oil pollution up to the limit available to it for the Vessel Ship in the market;
(bii) to make all such quarterly or other voyage declarations as may from time to time be required by the VesselShip’s protection and indemnity association and to comply with all obligations in order to maintain such cover, and promptly to deliver to the Agent copies of such declarations;
(ciii) to submit the Vessel Ship to such additional periodic, classification, structural or other surveys which may be required by the VesselShip’s protection and indemnity insurers to maintain cover for such trade and promptly to deliver to the Agent copies of reports made in respect of such surveys;
(div) to implement any recommendations contained in the reports issued following the surveys referred to in Clause 10.21.4(c13.20(c)(iii) within the time limit specified therein and to provide evidence satisfactory to the Agent that the protection and indemnity insurers are satisfied that this has been done;
(ev) in particular strictly to comply with the requirements of any applicable law, convention, regulation, proclamation or order with regard to financial responsibility for liabilities imposed on the Borrower or the Vessel Ship with respect to pollution by any state or nation or political subdivision thereof, including but not limited to OPA, and to provide the Agent on demand with such information or evidence as it may reasonably require of such compliance;
(fvi) to procure that the protection and indemnity insurances do not contain a clause excluding the Vessel Ship from trading in waters of the United States of America and the EEZ or any other provision analogous thereto and to provide the Agent with evidence that this is so; and
(gvii) strictly to comply with any operational or structural regulations issued from time to time by any relevant authorities under OPA so that at all times the Vessel Ship falls within the provisions which limit strict liability under OPA for oil pollution;
10.21.5 (d) to give notice forthwith of any assignment of its interest in the Insurances to the relevant brokers, insurance companies, underwriters and/or associations in the form approved by the Agent;
10.21.6 (e) to execute and deliver all such documents and do all such things as may be necessary to confer upon the Trustee Creditor Parties legal title to the Insurances in respect of the Vessel Ship and to procure that the interest of the Trustee Creditor Parties is at all times filed with all slips, cover notes, policies and certificates of entry and to procure (a) that a loss payable clause in the form approved by the Agent shall be filed with all the hull, machinery and equipment and war risks policies in respect of the Vessel Ship and (b) that a loss payable clause in the form approved by the Agent shall be endorsed upon the protection and indemnity certificates of entry in respect of the VesselShip;
10.21.7 (f) to procure that each of the relevant brokers and associations furnishes the Agent with a letter of undertaking in such form as may be required by the Agent and waives any lien for premiums or calls except in relation to premiums or calls solely attributable to the VesselShip;
10.21.8 (g) punctually to pay all premiums, calls, contributions or other sums payable in respect of the Insurances on the Vessel Ship and to produce all relevant receipts when so required by the Agent;
10.21.9 (h) to renew each of the Insurances on the Vessel Ship at least ten five (105) days before the expiry thereof and to give immediate notice to the Agent of such renewal and to procure that the relevant brokers or associations shall promptly confirm in writing to the Agent that such renewal is effected it being understood by the Borrower that any failure to renew the Insurances on the Vessel Ship at least ten (10) days before the expiry thereof or to give or procure the relevant notices of such renewal shall constitute an Event of Default;
10.21.10 (i) to arrange for the execution of such guarantees as may from time to time be required by any protection and indemnity and/or war risks association;
10.21.11 (j) to furnish the Agent from time to time on request with full information about all Insurances maintained on the Vessel Ship and the names of the offices, companies, underwriters, associations or clubs with which such Insurances are placed;
10.21.12 (k) not to agree to any variation in the terms of any of the Insurances on the Vessel Ship without the prior approval of the Agent nor to do any act or voluntarily suffer or permit any act to be done whereby any Insurances shall or may be rendered invalid, void, voidable, suspended, defeated or unenforceable and not to suffer or permit the Vessel Ship to engage in any voyage nor to carry any cargo not permitted under any of the Insurances without first obtaining the consent of the insurers or reinsurers concerned and complying with such requirements as to payment of extra premiums or otherwise as the insurers or reinsurers may impose;
10.21.13 (l) not without the prior written consent of the Agent to settle, compromise or abandon any claim in respect of any of the Insurances on the Vessel Ship other than a claim of less than ten million [*] Dollars (USD10,000,000$[*]) or the equivalent in any other currency and not being a claim arising out of a Total Loss.;
10.21.14 promptly to furnish the Agent with full information regarding any casualties or other accidents or damage to the Vessel involving an amount in excess of twenty five million Dollars (USD25,000,000).
10.21.15 m) to apply or ensure the appliance of all such sums receivable in respect of the Insurances on the Vessel Ship for the purpose of making good the loss and fully repairing all damage in respect whereof the insurance monies shall have been received;
10.21.16 (n) that in the event of it making default in insuring and keeping insured the Vessel Ship as hereinbefore provided then the Agent may (but shall not be bound to) insure the Vessel Ship or enter the Vessel Ship in such manner and to such extent as the Agent in its discretion thinks fit and in such case all the cost of effecting and maintaining such insurance together with interest thereon at the Interest Rate shall be paid on demand by the Borrower to the Agent; and
10.21.17 to agree (o) that the Agent shall be entitled from time entitled, immediately prior to time (but at intervals the Delivery Date and thereafter no more frequently than annually on renewals but also additionally at the Borrower’s expense except in the case that the First Drawdown Date and any renewal date time when there is a proposed change of the Insurances to be assigned to the Trustee pursuant to the Construction Risks Insurance Assignment underwriters or the Delivery Date and terms of any renewal of the Insurances to be assigned to the Trustee pursuant to the Insurance Assignment fall within one (1) year of each other) Insurances, to instruct independent reputable insurance advisers for the purpose of obtaining any advice or information regarding any matter concerning the Insurances which the Agent shall at its sole discretion deem necessary, it being hereby specifically agreed that it the Borrower shall reimburse the Agent on demand for all reasonable the costs and expenses incurred by the Agent in connection with the instruction of such advisers as aforesaidsubject to a limit of Twenty five thousand Euro at the time of delivery of the Ship or in the event of a change of underwriters or of terms of any Insurances and otherwise Ten thousand Euro annually thereafter.
Appears in 1 contract
Samples: Loan Agreement (Prestige Cruises International, Inc.)
