NON-EXCLUSIVE SUBMISSIONS. The submission to the jurisdiction of the courts referred to in Clause 32.1 (ENGLISH COURTS) shall not (and shall not be construed so as to) limit the right of the Agent, the Banks or the Security Trustee to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE CONDITION PRECEDENT DOCUMENTS 1. In relation to the Borrower, the Shareholder, the Managing General Partner, the Initial Charterer and the Subsequent Charterer (herein together referred to as the "RELEVANT PARTIES"): (i) a copy, certified a true copy by a duly authorised officer of the Borrower, of a Board Resolution of the Borrower approving the execution, delivery and performance of each of the Facility Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each of the Facility Documents; (ii) a copy, certified a true copy by a duly authorised officer of the Managing General Partner of the Shareholder's Certificate of Registration as a Limited Partnership and its Limited Partnership Agreement; (iii) a copy, certified a true copy by a duly authorised officer of the Relevant Party, of the constitutive documents of such Relevant Party; (iv) a copy, certified a true copy by a duly authorised officer of the Initial Charterer, of a Board Resolution of the Initial Charterer approving the execution, delivery and performance of the Initial Charter and the terms and conditions thereof and authorising a named person or persons to sign the Initial Charter; (v) a certificate of a duly authorised officer of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, each of the Facility Documents and any documents to be delivered pursuant thereto; and (vi) a copy, certified a true copy by a duly authorised officer of the Subsequent Charterer, of a Board Resolution of the Subsequent Charterer approving the execution, delivery and performance of the Subsequent Charter and the terms and conditions thereof and authorising a named person or persons to sign and deliver the Subsequent Charter; (vii) a copy certified a true copy by a duly authorised officer of the Borrower of the proforma opening balance sheet of the Borrower evidencing its capital structure including the amount of its Working Capital; (viii) a certificate of a duly authorised officer of the Managing General Partner of the Shareholder setting out the partners (both general and limited) of the Shareholder; and (ix) a certificate of a duly authorised officer of the Borrower certifying that the Shareholder is the sole Shareholder of the Borrower. 2. A copy of the Cayman Islands Exempted Limited Partnership Law and of each such other law, decree, consent, licence, approval, registration or declaration as is, in the opinion of counsel to the Banks, necessary to render the Facility Documents and the Charters legal, valid, binding and enforceable, to make them admissible in evidence in the Cayman Islands and Liberia and to enable the Borrower lawfully to perform its obligations under the Facility Documents. 3. An opinion of the Banks' counsel in relation to Liberian law in a form satisfactory to the Banks. 4. An opinion of the Banks' Cayman Islands Counsel in a form satisfactory to the Banks. 5. An opinion of the Initial Charterer's internal counsel in a form satisfactory to the Banks relating to the Initial Charter. 6. An opinion of the Subsequent Charterer's internal counsel in a form satisfactory to the Banks relating to the Subsequent Charter. 7. An opinion of Xxxxxxxx Chance in a form satisfactory to the Banks. 8. Evidence that Xxxxxxxx Chance Secretaries Limited has agreed to act as the agent of the Borrower for the service of process in England. 9. A copy, certified to be a true copy by a duly authorised officer of the Borrower of the Memorandum of Agreement showing the purchase price of the Vessel to be $31,000,000. 10. A copy, certified to be a true copy by a duly authorised officer of the Borrower of each of the Charters.
Appears in 2 contracts
Samples: Junior Facility Agreement (General Maritime Corp), Senior Facility Agreement (General Maritime Corp)
NON-EXCLUSIVE SUBMISSIONS. The submission to the jurisdiction of the courts referred to in Clause 32.1 (ENGLISH COURTS) shall not (and shall not be construed so as to) limit the right of the Agent, the Banks or the Security Trustee to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE CONDITION PRECEDENT DOCUMENTS
1. In relation to the Borrower, the Shareholder, the Managing General Partner, the Initial Guarantor, the Charterer and the Subsequent Charterer Charter Guarantor (herein together referred to as the "RELEVANT PARTIES"):
(i) a copy, certified a true copy by a duly authorised officer of the Borrower, of a Board Resolution of the Borrower approving the execution, delivery and performance of each of the Facility Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each of the Facility Documents;
(ii) a copy, certified a true copy by a duly authorised officer of the Managing General Partner of the ShareholderBorrower of the Borrower's Certificate of Registration as a Limited Partnership and its Limited Partnership Agreement;
(iiiii) a copy, certified a true copy by a duly authorised officer of the Relevant Party, of the constitutive documents of such Relevant Party;
(iii) a copy, certified a true copy by a duly authorised officer of the Managing General Partner of the Borrower, of a Board Resolution of the Managing General Partner on behalf of the Borrower approving the execution, delivery and performance of each of the Financing Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each of such Financing Documents and any documents to be delivered by the Borrower pursuant hereto;
(iv) a copy, certified a true copy by a duly authorised officer of the Initial Charterer, of a Board Resolution of the Initial Charterer approving the execution, delivery and performance of the Initial Charter and the terms and conditions thereof and authorising a named person or persons to sign the Initial Charter;
(v) a certificate of a duly authorised officer of the Borrower each Relevant Party setting out the names and signatures of the persons authorised to sign, on behalf of the Borrowersuch Relevant Party, each of the Facility Financing Documents to which it is a party and the Charter or the Charter Guarantee (to the extent it is a party thereto) and any documents to be delivered pursuant thereto; and
(vi) a copy, certified a true copy by a duly authorised officer of the Subsequent ChartererManaging General Partner of the Borrower of each of the powers of attorney, if any, issued pursuant to the resolutions or other authority referred to in (iii) above.
(vii) a copy, certified a true copy by a duly authorised officer of the Charter Guarantor, of a Board Resolution of the Subsequent Charterer Charter Guarantor approving the execution, delivery and performance of the Subsequent Charter Guarantee and the terms and conditions thereof and authorising a named person or persons to sign and deliver the Subsequent CharterCharter Guarantee;
(viiviii) a copy certified a true copy by a duly authorised officer of the Managing General Partner of the Borrower of the proforma opening balance sheet of the Borrower evidencing its capital structure including the amount of its Working Capital;its
(viiiix) a certificate of a duly authorised officer of the Managing General Partner of the Shareholder Borrower setting out the partners (both general and limited) of the Shareholder; andBorrower;
(ixx) a certificate of a duly authorised officer of the Borrower certifying that Managing General Partner setting out the Shareholder is the sole Shareholder shareholders of the BorrowerManaging General Partner; and
(xi) a copy, certified a true copy by a duly authorised officer of the Guarantor, of a Board Resolution of the Guarantor approving the execution, delivery and performance of each of the Financing Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each such Financing Document.
2. A copy of the Cayman Islands Exempted Limited Partnership Law and of each such other law, decree, consent, licence, approval, registration or declaration as is, in the opinion of counsel to the Banks, necessary to render the Facility Financing Documents and the Charters Charter legal, valid, binding and enforceable, to make them admissible in evidence in the Cayman Islands and Liberia and to enable the Borrower lawfully to perform its their respective obligations under the Facility Financing Documents.
3. An opinion of the Banks' counsel in relation to Liberian law in a form satisfactory to the Banks.
4. An opinion of the Banks' Cayman Islands Counsel in a form satisfactory to the Banks.
5. An opinion of the Initial ChartererCharter Guarantor's internal counsel in a form satisfactory to the Banks relating to the Initial CharterCharterer and the Charter Guarantor.
6. An opinion of the Subsequent Charterer's internal counsel in a form satisfactory to the Banks relating to the Subsequent Charter.
7. An opinion of Xxxxxxxx Chance in a form satisfactory to the Banks.
87. Evidence that Xxxxxxxx Chance Secretaries Limited has agreed to act as the agent of the Borrower and the Guarantor for the service of process in England.
8. A copy, certified to be a true copy by a duly authorised officer of the Managing General Partner of the Borrower of the Memorandum of Agreement showing the purchase price of the Vessel to be $39,900,000.
9. A copy, certified to be a true copy by a duly authorised officer of the Managing General Partner of the Borrower of the Memorandum of Agreement showing the purchase price of the Vessel to be $31,000,000Charter.
10. A copy, certified to be a true copy by a duly authorised officer of the Borrower of each of Charter Guarantee on terms and conditions acceptable to the ChartersBanks.
Appears in 1 contract
NON-EXCLUSIVE SUBMISSIONS. The submission to the jurisdiction of the courts referred to in Clause 32.1 (ENGLISH COURTS) shall not (and shall not be construed so as to) limit the right of the Agent, the Banks or the Security Trustee to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE CONDITION PRECEDENT DOCUMENTS
1. In relation to the Borrower, the Shareholder, the Managing General Partner, the Initial Charterer, the Subsequent Charterer and the Subsequent Charterer Guarantor (herein together referred to as the "RELEVANT PARTIES"):
(i) a copy, certified a true copy by a duly authorised officer of the Borrower, of a Board Resolution of the Borrower approving the execution, delivery and performance of each of the Facility Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each of the such Facility Documents;
(ii) a copy, certified a true copy by a duly authorised officer of the Managing General Partner of the Shareholder's Certificate of Registration as a Limited Partnership and its Limited Partnership Agreement;
(iii) a copy, certified a true copy by a duly authorised officer of the Relevant Party, of the constitutive documents of such Relevant Party;
(iv) a copy, certified a true copy by a duly authorised officer of the Initial Charterer, of a Board Resolution of the Initial Charterer approving the execution, delivery and performance of the Initial Charter and the terms and conditions thereof and authorising a named person or persons to sign the Initial Charter;
(v) a certificate of a duly authorised officer of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, each of the Facility Documents and any documents to be delivered pursuant thereto; and
(vi) a copy, certified a true copy by a duly authorised officer of the Subsequent Charterer, of a Board Resolution of the Subsequent Charterer approving the execution, delivery and performance of the Subsequent Charter and the terms and conditions thereof and authorising a named person or persons to sign and deliver the Subsequent Charter;
(vi) a copy, certified a true copy by a duly authorised officer of the Guarantor of a Board Resolution of the Guarantor approving the execution, delivery and performance of the Guarantee and the terms and conditions thereof and authorising a named person or persons to sign the Guarantee;
(vii) a certificate of a duly authorised officer of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, each of the Facility Documents to which it is a party and any documents to be delivered pursuant thereto; and
(viii) a copy certified a true copy by a duly authorised officer of the Borrower of the proforma opening balance sheet of the Borrower evidencing its capital structure including the amount of its Working Capital;
(viiiix) a certificate of a duly authorised officer of the Managing General Partner of the Shareholder setting out the partners (both general and limited) of the Shareholder; and
(ixx) a certificate of a duly authorised officer of the Borrower certifying that the Shareholder is the sole Shareholder of the Borrower.
2. A copy of the Cayman Islands Exempted Limited Partnership Law and of each such other law, decree, consent, licence, approval, registration or declaration as is, in the opinion of counsel to the Banks, necessary to render the Facility Documents and the Charters legal, valid, binding and enforceable, to make them admissible in evidence in the Cayman Islands and Liberia Panama and to enable the Borrower lawfully to perform its obligations under the Facility DocumentsDocuments to which it is a party.
3. An opinion of the Banks' Initial Bank's counsel in relation to Liberian Panamanian law in a form satisfactory to the BanksInitial Bank.
4. An opinion of the Banks' Initial Bank's Cayman Islands Counsel counsel in a form satisfactory to the BanksInitial Bank.
5. An opinion of the Initial Charterer's internal counsel in a form satisfactory to the Banks Initial Bank relating to the Initial Charter.
6. An opinion of the Subsequent Charterer's internal counsel in a form satisfactory to the Banks Initial Bank relating to the Subsequent Charter.;
7. An opinion of Xxxxxxxx Chance in a form satisfactory to the BanksInitial Bank.
8. Evidence that Xxxxxxxx Chance Secretaries Limited has agreed to act as the agent of the Borrower for the service of process in England.
9. A copy, certified to be a true copy by a duly authorised officer of the Borrower of the Memorandum of Agreement showing the purchase price of the Vessel to be $31,000,000.
10. A copy, certified to be a true copy by a duly authorised officer of the Borrower of each of the Charters.
11. A Guarantee where the Guarantor guarantees the obligations of the Borrower under this Agreement for a sum not exceeding $2,000,000 in favour of the Agent on behalf of the Initial Bank.
Appears in 1 contract
NON-EXCLUSIVE SUBMISSIONS. The submission to the jurisdiction of the courts referred to in Clause 32.1 (ENGLISH COURTS) shall not (and shall not be construed so as to) limit the right of the Agent, the Banks or the Security Trustee to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE CONDITION PRECEDENT DOCUMENTS
1. In relation to the Borrower, the Shareholder, the Managing General Partner, the Initial Charterer and the Subsequent Charterer (herein together referred to as the "RELEVANT PARTIES"):
(i) a copy, certified a true copy by a duly authorised officer of the Borrower, of a Board Resolution of the Borrower approving the execution, delivery and performance of each of the Facility Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each of the Facility Documents;
(ii) a copy, certified a true copy by a duly authorised officer of the Managing General Partner of the Shareholder's Certificate of Registration as a Limited Partnership and its Limited Partnership Agreement;
(iii) a copy, certified a true copy by a duly authorised officer of the Relevant Party, of the constitutive documents of such Relevant Party;
(iv) a copy, certified a true copy by a duly authorised officer of the Initial Charterer, of a Board Resolution of the Initial Charterer approving the execution, delivery and performance of the Initial Charter and the terms and conditions thereof and authorising a named person or persons to sign the Initial Charter;
(v) a certificate of a duly authorised officer of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, each of the Facility Documents and any documents to be delivered pursuant thereto; and
(vi) a copy, certified a true copy by a duly authorised officer of the Subsequent Charterer, of a Board Resolution of the Subsequent Charterer approving the execution, delivery and performance of the Subsequent Charter and the terms and conditions thereof and authorising a named person or persons to sign and deliver the Subsequent Charter;
(vi) a certificate of a duly authorised officer of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, each of the Facility Documents and any documents to be delivered pursuant thereto; and
(vii) a copy certified a true copy by a duly authorised officer of the Borrower of the proforma opening balance sheet of the Borrower evidencing its capital structure including the amount of its Working Capital;
(viii) a certificate of a duly authorised officer of the Managing General Partner of the Shareholder setting out the partners (both general and limited) of the Shareholder; and
(ix) a certificate of a duly authorised officer of the Borrower certifying that the Shareholder is the sole Shareholder of the Borrower.
2. A copy of the Cayman Islands Exempted Limited Partnership Law and of each such other law, decree, consent, licence, approval, registration or declaration as is, in the opinion of counsel to the Banks, necessary to render the Facility Documents the Charter and the Charters CHARTER GUARANTEE legal, valid, binding and enforceable, to make them admissible in evidence in the Cayman Islands and Liberia Panama and to enable the Borrower lawfully to perform its obligations under the Facility Documents.
3. An opinion of the Banks' Initial Bank's counsel in relation to Liberian Panamanian law in a form satisfactory to the BanksInitial Bank.
4. An opinion of the Banks' Initial Bank's Cayman Islands Counsel counsel in a form satisfactory to the BanksInitial Bank.
5. An opinion of the Initial Charterer's internal counsel in a form satisfactory to the Banks Initial Bank relating to the Initial Charter.
6. An opinion of the Subsequent Charterer's internal counsel in a form satisfactory to the Banks Initial Bank relating to the Subsequent Charter.;
7. An opinion of Xxxxxxxx Chance in a form satisfactory to the BanksInitial Bank.
8. Evidence that Xxxxxxxx Chance Secretaries Limited has agreed to act as the agent of the Borrower for the service of process in England.
9. A copy, certified to be a true copy by a duly authorised officer of the Borrower of the Memorandum of Agreement showing the purchase price of the Vessel to be $31,000,000.
10. A copy, certified to be a true copy by a duly authorised officer of the Borrower of each of the Charters.
11. [Intentionally Deleted]
Appears in 1 contract
NON-EXCLUSIVE SUBMISSIONS. The submission to the jurisdiction of the courts referred to in Clause 32.1 (ENGLISH COURTS) shall not (and shall not be construed so as to) limit the right of the Agent, the Banks or the Security Trustee to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE CONDITION PRECEDENT DOCUMENTS
1. In relation to the Borrower, the Shareholder, the Managing General Partner, the Initial Charterer and the Subsequent Charterer Charter Guarantor (herein together referred to as the "RELEVANT PARTIES"):
(i) a copy, certified a true copy by a duly authorised officer of the Borrower, of a Board Resolution of the Borrower approving the execution, delivery and performance of each of the Facility Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each of the Facility Documents;
(ii) a copy, certified a true copy by a duly authorised officer of the Managing General Partner of the Shareholder's Certificate of Registration as a Limited Partnership and its Limited Partnership Agreement;
(iii) a copy, certified a true copy by a duly authorised officer of the Relevant Party, of the constitutive documents of such Relevant Party;
(iv) a copy, certified a true copy by a duly authorised officer of the Initial Charterer, of a Board Resolution of the Initial Charterer approving the execution, delivery and performance of the Initial Charter and the terms and conditions thereof and authorising a named person or persons to sign the Initial Charter;
(v) a copy, certified a true copy by a duly authorised officer of the Charter Guarantor of a Board Resolution of the Charter Guarantor approving the execution, delivery and performance of the Charter Guarantee and the terms and conditions thereof and authorising a named person or persons to sign the Charter Guarantee;
(vi) a certificate of a duly authorised officer of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, each of the Facility Documents and any documents to be delivered pursuant thereto; and
(vi) a copy, certified a true copy by a duly authorised officer of the Subsequent Charterer, of a Board Resolution of the Subsequent Charterer approving the execution, delivery and performance of the Subsequent Charter and the terms and conditions thereof and authorising a named person or persons to sign and deliver the Subsequent Charter;
(vii) a copy certified a true copy by a duly authorised officer of the Borrower of the proforma opening balance sheet of the Borrower evidencing its capital structure including the amount of its Working Capital;
(viii) a certificate of a duly authorised officer of the Managing General Partner of the Shareholder setting out the partners (both general and limited) of the Shareholder; and
(ix) a certificate of a duly authorised officer of the Borrower certifying that the Shareholder is the sole Shareholder of the Borrower.
2. A copy of the Cayman Islands Exempted Limited Partnership Law and of each such other law, decree, consent, licence, approval, registration or declaration as is, in the opinion of counsel to the Banks, necessary to render the Facility Documents Documents, the Charter and the Charters Charter Guarantee legal, valid, binding and enforceable, to make them admissible in evidence in the Cayman Islands and Liberia and to enable the Borrower lawfully to perform its obligations under the Facility Documents.
3. An opinion of the Banks' counsel in relation to Liberian and New York law in a form satisfactory to the Banks.
4. An opinion of the Banks' Cayman Islands Counsel counsel in a form satisfactory to the Banks.
5. An opinion of the Initial ChartererCharter Guarantor's internal counsel in a form satisfactory to the Banks relating to the Initial CharterCharterer and Charter Guarantor.
6. An opinion of the Subsequent Charterer's internal counsel in a form satisfactory to the Banks relating to the Subsequent Charter.
7. An opinion of Xxxxxxxx Chance in a form satisfactory to the Banks.
87. Evidence that Xxxxxxxx Chance Secretaries Limited has agreed to act as the agent of the Borrower for the service of process in England.
98. A copy, certified to be a true copy by a duly authorised officer of the Borrower of the Memorandum of Agreement showing the purchase price of the Vessel to be $31,000,00036,100,000.
109. A copy, certified to be a true copy by a duly authorised officer of the Borrower of each the Charter.
10. A copy of the ChartersCharter Guarantee on terms and conditions acceptable to the Banks.
Appears in 1 contract
NON-EXCLUSIVE SUBMISSIONS. The submission to the jurisdiction of the courts referred to in Clause 32.1 (ENGLISH COURTS) shall not (and shall not be construed so as to) limit the right of the Agent, the Banks or the Security Trustee to take proceedings against the either Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE CONDITION PRECEDENT DOCUMENTS
1. In relation to the each Borrower, the Shareholder, Shareholder and the Managing General Partner, the Initial Charterer and the Subsequent Charterer Partner (herein together referred to as the "RELEVANT PARTIES"):
(i) a copy, certified a true copy by a duly authorised officer of the relevant Borrower, of a Board Resolution of the such Borrower approving the execution, delivery and performance of each of the Facility Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each of the Facility DocumentsDocuments to which it is a party;
(ii) a copy, certified a true copy by a duly authorised officer of the Managing General Partner of the Shareholder's Certificate of Registration as a Limited Partnership and its Limited Partnership Agreement;
(iii) a copy, certified a true copy by a duly authorised officer of the Relevant Party, of the constitutive documents of such Relevant Party;
(iv) a copy, certified a true copy by a duly authorised officer of the Initial Charterer, of a Board Resolution of the Initial Charterer approving the execution, delivery and performance of the Initial Charter and the terms and conditions thereof and authorising a named person or persons to sign the Initial Charter;
(v) a certificate of a duly authorised officer of the Borrower relevant Borrower, setting out the names and signatures of the persons authorised to sign, on behalf of the such Borrower, each of the Facility Documents to which it is a party and any documents to be delivered by it pursuant hereto or thereto; and
(vi) a copy, certified a true copy by a duly authorised officer of the Subsequent Charterer, of a Board Resolution of the Subsequent Charterer approving the execution, delivery and performance of the Subsequent Charter and the terms and conditions thereof and authorising a named person or persons to sign and deliver the Subsequent Charter;
(viiv) a copy certified a true copy by a duly authorised officer of the Borrower relevant Borrower, of the proforma opening balance sheet of the such Borrower evidencing its capital structure including the amount of its Working Capital;
(viiivi) a certificate of a duly authorised officer of the Managing General Partner of the Shareholder setting out the partners (both general and limited) of the Shareholder; and
(ixvii) a certificate of a duly authorised officer of the each Borrower certifying that the Shareholder is the sole Shareholder of the such Borrower.
2. A copy of the Cayman Islands Exempted Limited Partnership Law and of each such other law, decree, consent, licence, approval, registration or declaration as is, in the opinion of counsel to the Banks, necessary to render the Facility Documents and the Charters legal, valid, binding and enforceable, to make them admissible in evidence in the Cayman Islands and Liberia and to enable the each Borrower lawfully to perform its obligations under the Facility Documents.
3. An opinion of the Banks' counsel in relation to Liberian and New York law in a form satisfactory to the Banks.
4. An opinion of the Banks' Cayman Islands Counsel counsel in a form satisfactory to the Banks.
5. An opinion of the Initial Charterer's internal counsel in a form satisfactory to the Banks relating to the Initial Charter.
6. An opinion of the Subsequent Charterer's internal counsel in a form satisfactory to the Banks relating to the Subsequent Charter.
7. An opinion of Xxxxxxxx Chance in a form satisfactory to the Banks.
86. Evidence that Xxxxxxxx Chance Secretaries Limited has agreed to act as the agent of the each Borrower for the service of process in England.
97. A Priority Agreement between the Borrowers, the Banks and the Agent under this Agreement and the Agent and the lenders under the Junior Facility Agreement.
8. A copy, certified to be a true copy by a duly authorised officer of the relevant Borrower of each of the Memorandum of Agreement Agreements showing the purchase price of the Vessel Stavanger Boss (to be renamed Boss) is $31,000,00025,750,000 and the Stavanger Sun (to be renamed Sun) is $25,900,000.
9. Details of the managers of the Vessels and a certified true copy of each Initial Management Agreements and each Subsequent Management Agreements for each Vessel in a form acceptable to the Banks.
10. A copy, certified to be a true copy by a duly authorised officer of Confirmation that the Borrower technical management of each of the ChartersVessels is or will be with firstly, Det Stavangerske Damskipsselskap, Norway and secondly with Universe Tankships (Bermuda) Ltd.
PART 2 Each of the following documents duly executed by the Borrower which is the purchaser of the Vessel which is to be purchased with the relevant Advance.
(i) In respect of Stavanger Sun Ltd as the relevant Borrower, a first preferred Liberian ship mortgage granted by such Borrower over its Vessel in favour of the Security Trustee in a form acceptable to the Agent.
(ii) In respect of Boss Ltd as the relevant Borrower, the Norwegian International Ship Mortgages granted by such Borrower over its Vessel in favour of the Security Trustee in a form acceptable to the Agent.
2. An assignment of earnings and insurances agreement entered into by such Borrower in favour of the Security Trustee to secure the Borrower's obligations under this Agreement in a form acceptable to the Agent.
3. An assignment of such Borrower's bank accounts in a form acceptable to the Agent.
4. A security trust deed whereby the Security Trustee agrees to hold the benefit of the security created by the mortgage and the assignment of earnings and insurances and the assignment of accounts referred to in paragraphs 1, 2 and 3 above on trust for the Beneficiaries named therein in a form acceptable to the Agent.
5. All notices to be given under the assignments referred to in 2 and 3 above.
6. The Protocol of Delivery and Acceptance of its Vessel duly signed by such Borrower and the Seller.
(i) In respect of Stavanger Sun Ltd as the relevant Borrower, evidence of deletion of its Vessel from Norwegian flag and evidence of registration under Liberian flag.
(ii) In respect of Boss Ltd as the relevant Borrower, evidence of registration of its Vessel under the Norwegian flag.
8. Valid up-to-date class certificates from a classification society acceptable to the Agent and showing its Vessel to be in a class acceptable to the Agent, without extension or recommendations.
9. A copy of the Xxxx of Sale relating to its Vessel and any other documents required to be produced by the Seller or the Borrower pursuant to the Memorandum of Agreement.
10. Evidence of the discharge of any existing mortgages over its Vessel. THE SECOND SCHEDULE NOTICE OF DRAWDOWN From: Boss Ltd./Stavanger Sun Ltd. To: Christiania Bank og Kreditkasse ASA as Agent Dear Sirs,
1. We refer to the agreement (the "FACILITY AGREEMENT") dated __________ 1997 and made between ourselves as borrowers, yourselves as agent and security trustee and the Initial Bank as defined therein. Terms defined in the Facility Agreement shall have the same meaning in this notice.
2. We hereby give you notice that, pursuant to the Facility Agreement and on _____________________, we wish to borrow the amount of ________________ United States Dollars (being an amount equal to the lesser of the amount of the Facility Amount and 9.5 per cent. of the purchase price of the m/t "STAVANGER BOSS/STAVANGER SUN upon the terms and subject to the conditions contained therein. We hereby confirm that the aggregate sum of this proposed drawdown and the amount drawndown (or to be drawndown) under the Senior Facility Agreement shall not exceed 65% of the Fair Market Value of the relevant Vessel.
3. We would like an Advance to have a first Interest Period of: First Choice: _____________________________ months' duration. Second Choice:* __________________________ months' duration.
4. We further confirm that, at the date hereof, the representations set out in Clauses 12.1 and 12.2 of the Facility Agreement are true and that no event which is or may become (with the passage of time, the giving of notice, the making of any determination under the Facility Agreement or any combination thereof) an Event of Default has occurred.
5. The proceeds of this drawdown should be credited to our account with the Agent's New York branch. Yours faithfully ---------------------------- for and on behalf of BOSS LTD./STAVANGER SUN LTD. -------------------------------------------------------------------------------- *. Only if the first choice Interest Period is twelve months. THE THIRD SCHEDULE FORM OF TRANSFER CERTIFICATE To: Christiania Bank og Kreditkasse ASA (as Agent) and Boss Ltd. and Stavanger Sun Ltd. TRANSFER CERTIFICATE relating to the agreement (as from time to time amended, varied, novated or supplemented, the "FACILITY AGREEMENT") dated [ ] whereby a US$5,000,000 loan facility was made available to Boss Ltd. and Stavanger Sun Ltd. (the "BORROWERS") by the Initial Bank as defined therein in connection with which Christiania Bank og Kreditkasse ASA acted as Agent and Security Trustee.
1. Terms defined in the Facility Agreement shall, subject to any contrary indication, have the same meanings herein. The terms Bank, Transferee, Bank's Participation and Amount Transferred are defined in the schedule hereto.
2. The Bank confirms that the Bank's Participation is an accurate summary of its participation in the Facility Agreement and requests the Transferee to accept and procure the transfer to the Transferee of a percentage of the Bank's Participation (equal to the percentage that the Amount Transferred is of the aggregate of the component amounts (as set out in the Schedule hereto) of the Bank's Participation) by counter-signing and delivering this Transfer Certificate to the Agent at its address for the service of notices specified in the Facility Agreement.
3. The Transferee hereby requests the Agent to accept this Transfer Certificate as being delivered to the Agent pursuant to and for the purposes of Clause 26.2 of the Facility Agreement so as to take effect in accordance with the terms thereof on the Transfer Date or on such later date as may be determined in accordance with the terms thereof.
4. The Transferee warrants that it has received a copy of the Facility Agreement together with such other information as it has required in connection with this transaction and that it has not relied and will not hereafter rely on the Bank to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such information and further agrees that it has not relied and will not rely on the Bank to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of either Borrower.
5. The Transferee hereby undertakes with the Bank and each of the other parties to the Facility Agreement that it will perform in accordance with their terms all those obligations which by the terms of the Facility Agreement will be assumed by it after delivery of this Transfer Certificate to the Agent and satisfaction of the conditions (if any) subject to which this Transfer Certificate is expressed to take effect.
6. The Bank makes no representation or warranty and assumes no responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Facility Agreement or any document relating thereto and assumes no responsibility for the financial condition of the Borrower or for the performance and observance by either Borrower of any of its obligations under the Facility Agreement or any document relating thereto and any and all such conditions and warranties, whether express or implied by law or otherwise, are hereby excluded.
7. The Bank hereby gives notice that nothing herein or in the Facility Agreement (or any document relating thereto) shall oblige the Bank to (i) accept a re-transfer from the Transferee of the whole or any part of its rights, benefits and/or obligations under the Facility Agreement transferred pursuant hereto or (ii) support any losses directly or indirectly sustained or incurred by the Transferee for any reason whatsoever including, without limitation, the non-performance by either Borrower or any other party to the Facility Agreement (or any document relating thereto) of its obligations under any such document. The Transferee hereby acknowledges the absence of any such obligations under any such document. The Transferee hereby acknowledges the absence of any such obligation as is referred to in (i) or (ii) above.
8. This Transfer Certificate and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with English law. SCHEDULE
1. Bank:
2. Transferee:
3. Transfer Date:
4. Bank's Participation: Bank's portion of the Loan: Bank's Commitment:
5. Amount Transferred:
Appears in 1 contract
NON-EXCLUSIVE SUBMISSIONS. The submission to the jurisdiction of the courts referred to in Clause 32.1 (ENGLISH COURTS) shall not (and shall not be construed so as to) limit the right of the Agent, the Banks or the Security Trustee to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE CONDITION PRECEDENT DOCUMENTS
1. In relation to the Borrower, the Shareholder, the General Managing General Partner, the Initial Guarantor, the Charterer and the Subsequent Charterer Charter Guarantor (herein together referred to as the "RELEVANT PARTIES"):
(i) a copy, certified a true copy by a duly authorised officer of the Borrower, of a Board Resolution of the Borrower approving the execution, delivery and performance of each of the Facility Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each of the Facility Documents;
(ii) a copy, certified a true copy by a duly authorised officer of the Managing General Partner of the ShareholderBorrower of the Borrower's Certificate of Registration as a Limited Partnership and its Limited Partnership Agreement;
(iiiii) a copy, certified a true copy by a duly authorised officer of the Relevant Party, of the constitutive documents of such Relevant Party;
(iii) a copy, certified a true copy by a duly authorised officer of the Managing General Partner of the Borrower, of a Board Resolution of the Managing General Partner on behalf of the Borrower approving the execution, delivery and performance of each of the Financing Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each of such Financing Documents and any documents to be delivered by the Borrower pursuant hereto;
(iv) a copy, certified a true copy by a duly authorised officer of the Initial Charterer, of a Board Resolution of the Initial Charterer approving the execution, delivery and performance of the Initial Charter and the terms and conditions thereof and authorising a named person or persons to sign the Initial Charter;
(v) a certificate of a duly authorised officer of the Borrower each Relevant Party setting out the names and signatures of the persons authorised to sign, on behalf of the Borrowersuch Relevant Party, each of the Facility Financing Documents and the Charter or the Charter Guarantee (to the extent it is a party thereto) and any documents to be delivered pursuant thereto; and
(vi) a copy, certified a true copy by a duly authorised officer of the Subsequent ChartererManaging General Partner of the Borrower of each of the powers of attorney, if any, issued pursuant to the resolutions or other authority referred to in (iii) above.
(vii) a copy, certified a true copy by a duly authorised officer of the Charter Guarantor, of a Board Resolution of the Subsequent Charterer Charter Guarantor approving the execution, delivery and performance of the Subsequent Charter Guarantee and the terms and conditions thereof and authorising a named person or persons to sign and deliver the Subsequent CharterCharter Guarantee;
(viiviii) a copy certified a true copy by a duly authorised officer of the Managing General Partner of the Borrower of the proforma opening balance sheet of the Borrower evidencing its capital structure including the amount of its Working Capital;its
(viiiix) a certificate of a duly authorised officer of the Managing General Partner of the Shareholder Borrower setting out the partners (both general and limited) of the Shareholder; andBorrower;
(ixx) a copy, certified a true copy by a duly authorised officer of the Guarantor, of a Board Resolution of the Guarantor approving the execution, delivery and performance of each of the Financing Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each such Financing Document.
(xi) a certificate of a duly authorised officer of the Borrower certifying that Managing General Partner setting out the Shareholder is the sole Shareholder shareholders of the BorrowerManaging General Partner.
2. A copy of the Cayman Islands Exempted Limited Partnership Law and of each such other law, decree, consent, licence, approval, registration or declaration as is, in the opinion of counsel to the BanksInitial Bank, necessary to render the Facility Financing Documents and the Charters Charter legal, valid, binding and enforceable, to make them admissible in evidence in the Cayman Islands and Liberia and to enable the Borrower lawfully to perform its their respective obligations under the Facility Financing Documents.
3. An opinion of the Banks' Initial Bank's counsel in relation to Liberian law in a form satisfactory to the BanksInitial Bank.
4. An opinion of the Banks' Initial Bank's Cayman Islands Counsel in a form satisfactory to the BanksInitial Bank.
5. An opinion of the Initial ChartererCharter Guarantor's internal counsel in a form satisfactory to the Banks Initial Bank relating to the Initial CharterCharterer and the Charter Guarantor.
6. An opinion of the Subsequent Charterer's internal counsel in a form satisfactory to the Banks relating to the Subsequent Charter.
7. An opinion of Xxxxxxxx Chance in a form satisfactory to the BanksInitial Bank.
87. Evidence that Xxxxxxxx Chance Secretaries Limited has agreed to act as the agent of the Borrower and the Guarantor for the service of process in England.
98. A copy, certified to be a true copy by a duly authorised officer of the Managing General Partner of the Borrower of the Memorandum of Agreement showing the purchase price of the Vessel to be $31,000,000.39,000,000;
109. A copy, certified to be a true copy by of a duly authorised officer of the Borrower of each Managing General Partner of the ChartersBorrower, of the Charter.
10. A copy of the Charter Guarantee on terms and conditions acceptable to the Initial Bank.
Appears in 1 contract
NON-EXCLUSIVE SUBMISSIONS. The submission to the jurisdiction of the courts referred to in Clause 32.1 (ENGLISH COURTS) shall not (and shall not be construed so as to) limit the right of the Agent, the Banks or the Security Trustee to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE CONDITION PRECEDENT DOCUMENTS
1. In relation to the Borrower, the Shareholder, the Managing General Partner, the Initial Charterer and the Subsequent Charterer Charter Guarantor (herein together referred to as the "RELEVANT PARTIES"):
(i) a copy, certified a true copy by a duly authorised officer of the Borrower, of a Board Resolution of the Borrower approving the execution, delivery and performance of each of the Facility Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each of the Facility Documents;
(ii) a copy, certified a true copy by a duly authorised officer of the Managing General Partner of the Shareholder's Certificate of Registration as a Limited Partnership and its Limited Partnership Agreement;
(iii) a copy, certified a true copy by a duly authorised officer of the Relevant Party, of the constitutive documents of such Relevant Party;
(iv) a copy, certified a true copy by a duly authorised officer of the Initial Charterer, of a Board Resolution of the Initial Charterer approving the execution, delivery and performance of the Initial Charter and the terms and conditions thereof and authorising a named person or persons to sign the Initial Charter;
(v) a copy, certified a true copy by a duly authorised officer of the Charter Guarantor of a Board Resolution of the Charter Guarantor approving the execution, delivery and performance of the Charter Guarantee and the terms and conditions thereof and authorising a named person or persons to sign the Charter Guarantee;
(vi) a certificate of a duly authorised officer of the Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the Borrower, each of the Facility Documents and any documents to be delivered pursuant thereto; and
(vi) a copy, certified a true copy by a duly authorised officer of the Subsequent Charterer, of a Board Resolution of the Subsequent Charterer approving the execution, delivery and performance of the Subsequent Charter and the terms and conditions thereof and authorising a named person or persons to sign and deliver the Subsequent Charter;
(vii) a copy certified a true copy by a duly authorised officer of the Borrower of the proforma opening balance sheet of the Borrower evidencing its capital structure including the amount of its Working Capital;
(viii) a certificate of a duly authorised officer of the Managing General Partner of the Shareholder setting out the partners (both general and limited) of the Shareholder; and
(ix) a certificate of a duly authorised officer of the Borrower certifying that the Shareholder is the sole Shareholder of the Borrower.
2. A copy of the Cayman Islands Exempted Limited Partnership Law and of each such other law, decree, consent, licence, approval, registration or declaration as is, in the opinion of counsel to the Banks, necessary to render the Facility Documents the Charter and the Charters Charter Guarantee legal, valid, binding and enforceable, to make them admissible in evidence in the Cayman Islands and Liberia and to enable the Borrower lawfully to perform its obligations under the Facility Documents.
3. An opinion of the Banks' counsel in relation to Liberian and New York law in a form satisfactory to the Banks.
4. An opinion of the Banks' Cayman Islands Counsel counsel in a form satisfactory to the Banks.
5. An opinion of the Initial ChartererCharter Guarantor's internal counsel in a form satisfactory to the Banks relating to the Initial Charter.Charterer and Charter Guarantor;
6. An opinion of the Subsequent Charterer's internal counsel in a form satisfactory to the Banks relating to the Subsequent Charter.
7. An opinion of Xxxxxxxx Chance in a form satisfactory to the Banks.
87. Evidence that Xxxxxxxx Chance Secretaries Limited has agreed to act as the agent of the Borrower for the service of process in England.
98. A copy, certified to be a true copy by a duly authorised officer of the Borrower of the Memorandum of Agreement showing the purchase price of the Vessel to be $31,000,00036,100,000.
109. A copy, certified to be a true copy by a duly authorised officer of the Borrower of each the Charter.
10. A copy of the ChartersCharter Guarantee on terms and conditions acceptable to the Banks.
Appears in 1 contract
NON-EXCLUSIVE SUBMISSIONS. The submission to the jurisdiction of the courts referred to in Clause 32.1 (ENGLISH COURTS) shall not (and shall not be construed so as to) limit the right of the Agent, the Banks or the Security Trustee to take proceedings against the either Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. THE FIRST SCHEDULE CONDITION PRECEDENT DOCUMENTS
1. In relation to the each Borrower, the Shareholder, Shareholder and the Managing General Partner, the Initial Charterer and the Subsequent Charterer Partner (herein together referred to as the "RELEVANT PARTIES"):
(i) a copy, certified a true copy by a duly authorised officer of the relevant Borrower, of a Board Resolution of the such Borrower approving the execution, delivery and performance of each of the Facility Documents to which it is a party and the terms and conditions thereof and authorising a named person or persons to sign each of the Facility DocumentsDocuments to which it is a party;
(ii) a copy, certified a true copy by a duly authorised officer of the Managing General Partner of the Shareholder's Certificate of Registration as a Limited Partnership and its Limited Partnership Agreement;
(iii) a copy, certified a true copy by a duly authorised officer of the Relevant Party, of the constitutive documents of such Relevant Party;
(iv) a copy, certified a true copy by a duly authorised officer of the Initial Charterer, of a Board Resolution of the Initial Charterer approving the execution, delivery and performance of the Initial Charter and the terms and conditions thereof and authorising a named person or persons to sign the Initial Charter;
(v) a certificate of a duly authorised officer of the Borrower relevant Borrower, setting out the names and signatures of the persons authorised to sign, on behalf of the such Borrower, each of the Facility Documents to which it is a party and any documents to be delivered by it pursuant hereto or thereto; and
(vi) a copy, certified a true copy by a duly authorised officer of the Subsequent Charterer, of a Board Resolution of the Subsequent Charterer approving the execution, delivery and performance of the Subsequent Charter and the terms and conditions thereof and authorising a named person or persons to sign and deliver the Subsequent Charter;
(viiv) a copy certified a true copy by a duly authorised officer of the Borrower relevant Borrower, of the proforma opening balance sheet of the such Borrower evidencing its capital structure including the amount of its Working Capital;
(viiivi) a certificate of a duly authorised officer of the Managing General Partner of the Shareholder setting out the partners (both general and limited) of the Shareholder; and
(ixvii) a certificate of a duly authorised officer of the each Borrower certifying that the Shareholder is the sole Shareholder of the such Borrower.
2. A copy of the Cayman Islands Exempted Limited Partnership Law and of each such other law, decree, consent, licence, approval, registration or declaration as is, in the opinion of counsel to the Banks, necessary to render the Facility Documents and the Charters legal, valid, binding and enforceable, to make them admissible in evidence in the Cayman Islands and Liberia and to enable the each Borrower lawfully to perform its obligations under the Facility Documents.
3. An opinion of the Banks' counsel in relation to Liberian and New York law in a form satisfactory to the Banks.
4. An opinion of the Banks' Cayman Islands Counsel counsel in a form satisfactory to the Banks.
5. An opinion of the Initial Charterer's internal counsel in a form satisfactory to the Banks relating to the Initial Charter.
6. An opinion of the Subsequent Charterer's internal counsel in a form satisfactory to the Banks relating to the Subsequent Charter.
7. An opinion of Xxxxxxxx Chance in a form satisfactory to the Banks.
86. Evidence that Xxxxxxxx Chance Secretaries Limited has agreed to act as the agent of the each Borrower for the service of process in England.
97. A Priority Agreement between the Borrowers, the Banks and the Agent under this Agreement and the Agent and the lenders under the Junior Facility Agreement.
8. A copy, certified to be a true copy by a duly authorised officer of the relevant Borrower of each of the Memorandum of Agreement Agreements showing the purchase price of the Vessel Stavanger Boss (to be renamed Boss) to be $31,000,00025,750,00 and the Stavanger Sun (to be renamed Sun) to be $25,900,000.
9. Details of the managers of the Vessels and a certified true copy of each Initial Management Agreement and each Subsequent Management Agreement for each Vessel in a form acceptable to the Banks.
10. A copy, certified to be a true copy by a duly authorised officer of Confirmation that the Borrower technical management of each of the ChartersVessels is or will be with firstly, Det Stavangerske Damskipsselskap, Norway and secondly with Universe Tankships (Bermuda) Ltd.
PART 2 Each of the following documents duly executed by the Borrower which is the purchaser of the Vessel which is to be purchased with the relevant Advance.
(i) In respect of Stavanger Sun Ltd as the relevant Borrower, a first preferred Liberian ship mortgage granted by such Borrower over its Vessel in favour of the Security Trustee in a form acceptable to the Agent.
(ii) In respect of Boss Ltd as the relevant Borrower, the Norwegian International Ship Mortgages granted by such Borrower over its Vessel in favour of the Security Trustee in a form acceptable to the Agent.
2. An assignment of earnings and insurances agreement entered into by such Borrower in favour of the Security Trustee to secure the Borrower's obligations under this Agreement in a form acceptable to the Agent.
3. An assignment of such Borrower's bank accounts in a form acceptable to the Agent.
4. A security trust deed whereby the Security Trustee agrees to hold the benefit of the security created by the mortgage and the assignment of earnings and insurances and the assignment of accounts referred to in paragraphs 1, 2 and 3 above on trust for the Beneficiaries named therein in a form acceptable to the Agent.
5. All notices to be given under the assignments referred to in 2 and 3 above.
6. The Protocol of Delivery and Acceptance of its Vessel duly signed by such Borrower and the Seller.
(i) In respect of Stavanger Sun Ltd as the relevant Borrower, evidence of deletion of its Vessel from Norwegian flag and evidence of registration under Liberian flag.
(ii) In respect of Boss Ltd as the relevant Borrower, evidence of registration of its Vessel under the Norwegian flag.
8. Valid up-to-date class certificates from a classification society acceptable to the Agent and showing its Vessel to be in a class acceptable to the Agent, without extension or recommendations.
9. A copy of the Xxxx of Sale relating to its Vessel and any other documents required to be produced by the Seller or the Borrower pursuant to the Memorandum of Agreement.
10. Evidence of the discharge of any existing mortgages over its Vessel. THE SECOND SCHEDULE NOTICE OF DRAWDOWN From: Boss Ltd./Stavanger Sun Ltd. To: Christiania Bank og Kreditkasse ASA as Agent Dear Sirs,
1. We refer to the agreement (the "FACILITY AGREEMENT") dated __________ 1997 and made between ourselves as borrowers, yourselves as agent and security trustee and the Initial Bank as defined therein. Terms defined in the Facility Agreement shall have the same meaning in this notice.
2. We hereby give you notice that, pursuant to the Facility Agreement and on _____________________, we wish to borrow the amount of ________________ United States Dollars (being an amount equal to the lesser of the amount of the Facility Amount and 57 per cent. of the purchase price of the m/t "STAVANGER BOSS/STAVANGER SUN upon the terms and subject to the conditions contained therein.
3. We would like the Advance to have a first Interest Period of: First Choice: _____________________________ months' duration. Second Choice:* __________________________ months' duration.
4. We further confirm that, at the date hereof, the representations set out in Clauses 12.1 and 12.2 of the Facility Agreement are true and that no event which is or may become (with the passage of time, the giving of notice, the making of any determination under the Facility Agreement or any combination thereof) an Event of Default has occurred.
5. The proceeds of this drawdown should be credited to our account with the Agent's New York branch. Yours faithfully ---------------------------- for and on behalf of BOSS LTD./STAVANGER SUN LTD. -------------------------------------------------------------------------------- * Only if the first choice Interest Period is twelve months. THE THIRD SCHEDULE FORM OF TRANSFER CERTIFICATE To: Christiania Bank og Kreditkasse ASA (as Agent) and Boss Ltd. and Stavanger Sun Ltd. relating to the agreement (as from time to time amended, varied, novated or supplemented, the "FACILITY AGREEMENT") dated [ ] whereby a US$30,000,000 loan facility was made available to Boss Ltd. and Stavanger Sun Ltd. (the "BORROWERS") by the Initial Bank as defined therein in connection with which Christiania Bank og Kreditkasse ASA acted as Agent and Security Trustee.
1. Terms defined in the Facility Agreement shall, subject to any contrary indication, have the same meanings herein. The terms Bank, Transferee, Bank's Participation and Amount Transferred are defined in the schedule hereto.
2. The Bank confirms that the Bank's Participation is an accurate summary of its participation in the Facility Agreement and requests the Transferee to accept and procure the transfer to the Transferee of a percentage of the Bank's Participation (equal to the percentage that the Amount Transferred is of the aggregate of the component amounts (as set out in the Schedule hereto) of the Bank's Participation) by counter-signing and delivering this Transfer Certificate to the Agent at its address for the service of notices specified in the Facility Agreement.
3. The Transferee hereby requests the Agent to accept this Transfer Certificate as being delivered to the Agent pursuant to and for the purposes of Clause 26.2 of the Facility Agreement so as to take effect in accordance with the terms thereof on the Transfer Date or on such later date as may be determined in accordance with the terms thereof.
4. The Transferee warrants that it has received a copy of the Facility Agreement together with such other information as it has required in connection with this transaction and that it has not relied and will not hereafter rely on the Bank to check or enquire on its behalf into the legality, validity, effectiveness, adequacy, accuracy or completeness of any such information and further agrees that it has not relied and will not rely on the Bank to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of either Borrower.
5. The Transferee hereby undertakes with the Bank and each of the other parties to the Facility Agreement that it will perform in accordance with their terms all those obligations which by the terms of the Facility Agreement will be assumed by it after delivery of this Transfer Certificate to the Agent and satisfaction of the conditions (if any) subject to which this Transfer Certificate is expressed to take effect.
6. The Bank makes no representation or warranty and assumes no responsibility with respect to the legality, validity, effectiveness, adequacy or enforceability of the Facility Agreement or any document relating thereto and assumes no responsibility for the financial condition of the Borrower or for the performance and observance by either Borrower of any of its obligations under the Facility Agreement or any document relating thereto and any and all such conditions and warranties, whether express or implied by law or otherwise, are hereby excluded.
7. The Bank hereby gives notice that nothing herein or in the Facility Agreement (or any document relating thereto) shall oblige the Bank to (i) accept a re-transfer from the Transferee of the whole or any part of its rights, benefits and/or obligations under the Facility Agreement transferred pursuant hereto or (ii) support any losses directly or indirectly sustained or incurred by the Transferee for any reason whatsoever including, without limitation, the non-performance by either Borrower or any other party to the Facility Agreement (or any document relating thereto) of its obligations under any such document. The Transferee hereby acknowledges the absence of any such obligations under any such document. The Transferee hereby acknowledges the absence of any such obligation as is referred to in (i) or (ii) above.
8. This Transfer Certificate and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with English law. SCHEDULE
1. Bank:
2. Transferee:
3. Transfer Date:
4. Bank's Participation: Bank's portion of the Loan: Bank's Commitment:
Appears in 1 contract
