Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12, 7.1.1(p) or 7.2.4 (but excluding Sections 7.2.4(A) and 7.2.4(B) (which shall be regulated in accordance with Section 9.1.13(d) and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3); provided that any default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 (but excluding Section 7.2.4(A) to Section 7.2.4(C) inclusive) that occurs during the Financial Covenant Waiver Period (but without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial Covenant Waiver Period) shall not (as long as no Event of Default under Section 8.1.5 has occurred and is continuing, or no Prepayment Event under Section 9.1.13 or Section 9.1.14 has occurred, in each case during the Financial Covenant Waiver Period) constitute a Prepayment Event.” [Insert name of relevant Guarantor here] This Certificate is delivered on behalf of [Insert name of relevant Guarantor here] (the Guarantor), a [company][corporation] incorporated in [●]. [I][We], [insert name of the authorized officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule 1 of this Certificate) as follows: 1. Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall have the meanings when used in this Certificate. 2. The Guarantor is a guarantor under each Agreement. 3. [I][We] hereby acknowledge on behalf of the Guarantor that each Agreement shall be amended or, as the case may be, amended and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective parties to an amendment of the existing financial covenants and their application (whether or not applicable to some or all of the fixed charge coverage ratio, the net debt to capitalization ratio, the minimum stockholders' equity level and/or minimum liquidity) for the purposes of amending some or all of (i) the method of calculation of cash for purposes of testing the fixed charge coverage ratio during the first 3 quarters following the expiry of the Financial Covenant Waiver Period (as such term is defined in each Agreement), (ii) the method of calculation of stockholders' equity, (iii) the improvement of the level of net debt to capitalization ratio and (iv) the timing of disapplication of the financial covenant applicable to minimum liquidity and to reduce the frequency of the provision of certain financial reporting under some or all of the Agreements, and further to make any other changes to such Agreements and to enter into or amend any other agreements to the extent deemed appropriate by the Borrower. 4. This Certificate is one of the “certificates” required to be provided pursuant to clause 3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following: a. the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof are acknowledged; b. the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment of each such Agreement pursuant to the Vessel Loan Amendment applicable to it; c. the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and d. continuing to guarantee the amended obligations of the Borrower under the Agreements as amended by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded. 5. [I][we] hereby confirm that: a. the copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of the Guarantor (collectively, the Organizational Documents); and b. the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents), in each case, appended to the Secretary’s Certificate dated [[18][21] December 2020][21 April 2021] (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect. 6. [I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority to sign this Certificate as evidenced by Schedule […] of the Original Secretary’s Certificate (the Authorization). The Authorization has not been modified or rescinded and remains in full force and effect. 7. [The Guarantor does not have its management or control in Liberia nor does it undertake any business activity in Liberia. 8. Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident in Liberia.] 9. This Certificate shall be governed by and construed in accordance with New York law.
Appears in 4 contracts
Samples: Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12, 7.1.1(p7.1.1(q.) or 7.2.4 (but excluding Sections 7.2.4(A) and 7.2.4(B) (which shall be regulated in accordance with Section 9.1.13(d9.1.12(d)) and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3); provided that any default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 (but excluding Section 7.2.4(A) to Section 7.2.4(C) inclusive) that occurs during the Financial Covenant Waiver Period (but without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial Covenant Waiver Period) shall not (as long as no Event of Default under Section 8.1.5 has occurred and is continuing, or no Prepayment Event under Section 9.1.13 9.1.12 or Section 9.1.14 9.1.13 has occurred, in each case during the Financial Covenant Waiver Period) constitute a Prepayment Event.” " [Insert name of relevant Guarantor here] This Certificate is delivered on behalf of [Insert name of relevant Guarantor here] (the Guarantor), a [company][corporation] incorporated in [●]. [I][We], [insert name of the authorized officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule 1 of this Certificate) as follows:
1. Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall have the meanings when used in this Certificate.
2. The Guarantor is a guarantor under each Agreement.
3. [I][We] hereby acknowledge on behalf of the Guarantor that each Agreement shall be amended or, as the case may be, amended and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective parties to an amendment of the existing financial covenants and their application (whether or not applicable to some or all of the fixed charge coverage ratio, the net debt to capitalization ratio, the minimum stockholders' equity level and/or minimum liquidity) for the purposes of amending some or all of (i) the method of calculation of cash for purposes of testing the fixed charge coverage ratio during the first 3 quarters following the expiry of the Financial Covenant Waiver Period (as such term is defined in each Agreement), (ii) the method of calculation of stockholders' equity, (iii) the improvement of the level of net debt to capitalization ratio and (iv) the timing of disapplication of the financial covenant applicable to minimum liquidity and to reduce the frequency of the provision of certain financial reporting under some or all of the Agreements, and further to make any other changes to such Agreements and to enter into or amend any other agreements to the extent deemed appropriate by the Borrower.
4. This Certificate is one of the “certificates” required to be provided pursuant to clause 3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:
a. the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof are acknowledged;
b. the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment of each such Agreement pursuant to the Vessel Loan Amendment applicable to it;
c. the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and
d. continuing to guarantee the amended obligations of the Borrower under the Agreements as amended by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded.
5. [I][we] hereby confirm that:
a. the copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of the Guarantor (collectively, the Organizational Documents); and
b. the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents), in each case, appended to the Secretary’s Certificate dated [[18][21] December 2020][21 April 2021] (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.
6. [I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority to sign this Certificate as evidenced by Schedule […] of the Original Secretary’s Certificate (the Authorization). The Authorization has not been modified or rescinded and remains in full force and effect.
7. [The Guarantor does not have its management or control in Liberia nor does it undertake any business activity in Liberia.
8. Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident in Liberia.]
9. This Certificate shall be governed by and construed in accordance with New York law.
Appears in 4 contracts
Samples: Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12, 7.1.1(p) or 7.2.4 (but excluding Sections 7.2.4(A) and 7.2.4(B) (which shall be regulated in accordance with Section 9.1.13(d9.1.11(d) and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3); provided that any such default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 (but again excluding Section 7.2.4(A) to Section 7.2.4(C) inclusive) that occurs during the Financial Covenant Waiver Period (but without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial Covenant Waiver Period) shall not (as long as no Event of Default under Section 8.1.5 has occurred and is continuing, or no Prepayment Event under Section 9.1.13 9.1.11 or Section 9.1.14 9.1.12 has occurred, in each case during the Financial Covenant Waiver Period) constitute a Prepayment Event.” [Insert name of relevant Guarantor here] This Certificate is delivered on behalf of [Insert name of relevant Guarantor here] (the Guarantor), a [company][corporation] incorporated in [●]. [I][We], [insert name of the authorized officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule 1 of this Certificate) as follows:
1. Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall have the meanings when used in this Certificate.
2. The Guarantor is a guarantor under each Agreement.
3. [I][We] hereby acknowledge on behalf of the Guarantor that each Agreement shall be amended or, as the case may be, amended and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective parties to an amendment of the existing financial covenants and their application (whether or not applicable to some or all of the fixed charge coverage ratio, the net debt to capitalization ratio, the minimum stockholders' equity level and/or minimum liquidity) for the purposes of amending some or all of (i) the method of calculation of cash for purposes of testing the fixed charge coverage ratio during the first 3 quarters following the expiry of the Financial Covenant Waiver Period (as such term is defined in each Agreement), (ii) the method of calculation of stockholders' equity, (iii) the improvement of the level of net debt to capitalization ratio and (iv) the timing of disapplication of the financial covenant applicable to minimum liquidity and to reduce the frequency of the provision of certain financial reporting under some or all of the Agreements, and further to make any other changes to such Agreements and to enter into or amend any other agreements to the extent deemed appropriate by the Borrower.
4. This Certificate is one of the “certificates” required to be provided pursuant to clause 3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:
a. the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof are acknowledged;
b. the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment of each such Agreement pursuant to the Vessel Loan Amendment applicable to it;
c. the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and
d. continuing to guarantee the amended obligations of the Borrower under the Agreements as amended by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded.
5. [I][we] hereby confirm that:
a. the copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of the Guarantor (collectively, the Organizational Documents); and
b. the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents), in each case, appended to the Secretary’s Certificate dated [[18][21] December 2020][21 April 2021] (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.
6. [I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority to sign this Certificate as evidenced by Schedule […] of the Original Secretary’s Certificate (the Authorization). The Authorization has not been modified or rescinded and remains in full force and effect.
7. [The Guarantor does not have its management or control in Liberia nor does it undertake any business activity in Liberia.
8. Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident in Liberia.]
9. This Certificate shall be governed by and construed in accordance with New York law.
Appears in 2 contracts
Samples: Amendment Agreement (Royal Caribbean Cruises LTD), Amendment Agreement (Royal Caribbean Cruises LTD)
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12, 7.1.1(p7.1.1(q) or 7.2.4 (but excluding Sections 7.2.4(A) and 7.2.4(B) (which shall be regulated in accordance with Section 9.1.13(d9.1.12(d)) and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3); provided that any default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 (but excluding Section 7.2.4(A) to Section 7.2.4(C) inclusive) that occurs during the Financial Covenant Waiver Period (but without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial Covenant Waiver Period) shall not (as long as no Event of Default under Section 8.1.5 has occurred and is continuing, or no Prepayment Event under Section 9.1.13 9.1.12 or Section 9.1.14 9.1.13 has occurred, in each case during the Financial Covenant Waiver Period) constitute a Prepayment Event.” " [Insert name of relevant Guarantor here] This Certificate is delivered on behalf of [Insert name of relevant Guarantor here] (the Guarantor), a [company][corporation] incorporated in [●]. [I][We], [insert name of the authorized officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule 1 of this Certificate) as follows:
1. Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall have the meanings when used in this Certificate.
2. The Guarantor is a guarantor under each Agreement.
3. [I][We] hereby acknowledge on behalf of the Guarantor that each Agreement shall be amended or, as the case may be, amended and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective parties to an amendment of the existing financial covenants and their application (whether or not applicable to some or all of the fixed charge coverage ratio, the net debt to capitalization ratio, the minimum stockholders' equity level and/or minimum liquidity) for the purposes of amending some or all of (i) the method of calculation of cash for purposes of testing the fixed charge coverage ratio during the first 3 quarters following the expiry of the Financial Covenant Waiver Period (as such term is defined in each Agreement), (ii) the method of calculation of stockholders' equity, (iii) the improvement of the level of net debt to capitalization ratio and (iv) the timing of disapplication of the financial covenant applicable to minimum liquidity and to reduce the frequency of the provision of certain financial reporting under some or all of the Agreements, and further to make any other changes to such Agreements and to enter into or amend any other agreements to the extent deemed appropriate by the Borrower.
4. This Certificate is one of the “certificates” required to be provided pursuant to clause 3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:
a. the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof are acknowledged;
b. the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment of each such Agreement pursuant to the Vessel Loan Amendment applicable to it;
c. the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and
d. continuing to guarantee the amended obligations of the Borrower under the Agreements as amended by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded.
5. [I][we] hereby confirm that:
a. the copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of the Guarantor (collectively, the Organizational Documents); and
b. the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents), in each case, appended to the Secretary’s Certificate dated [[18][21] December 2020][21 April 2021] (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.
6. [I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority to sign this Certificate as evidenced by Schedule […] of the Original Secretary’s Certificate (the Authorization). The Authorization has not been modified or rescinded and remains in full force and effect.
7. [The Guarantor does not have its management or control in Liberia nor does it undertake any business activity in Liberia.
8. Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident in Liberia.]
9. This Certificate shall be governed by and construed in accordance with New York law.
Appears in 2 contracts
Samples: Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12, 7.1.1(p7.1.1(q) or 7.2.4 (but excluding Sections 7.2.4(A) and 7.2.4(B) (which shall be regulated in accordance with Section 9.1.13(d9.1.12(d) and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3); provided that any default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 (but excluding Section 7.2.4(A) to Section 7.2.4(C) inclusive) that occurs during the Financial Covenant Waiver Period (but without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial Covenant Waiver Period) shall not (as long as no Event of Default under Section 8.1.5 has occurred and is continuing, or no Prepayment Event under Section 9.1.13 9.1.12 or Section 9.1.14 9.1.13 has occurred, in each case during the Financial Covenant Waiver Period) constitute a Prepayment Event.” [Insert name of relevant Guarantor here] This Certificate is delivered on behalf of [Insert name of relevant Guarantor here] (the Guarantor), a [company][corporation] incorporated in [●]. [I][We], [insert name of the authorized officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule 1 of this Certificate) as follows:
1. Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall have the meanings when used in this Certificate.
2. The Guarantor is a guarantor under each Agreement.
3. [I][We] hereby acknowledge on behalf of the Guarantor that each Agreement shall be amended or, as the case may be, amended and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective parties to an amendment of the existing financial covenants and their application (whether or not applicable to some or all of the fixed charge coverage ratio, the net debt to capitalization ratio, the minimum stockholders' equity level and/or minimum liquidity) for the purposes of amending some or all of (i) the method of calculation of cash for purposes of testing the fixed charge coverage ratio during the first 3 quarters following the expiry of the Financial Covenant Waiver Period (as such term is defined in each Agreement), (ii) the method of calculation of stockholders' equity, (iii) the improvement of the level of net debt to capitalization ratio and (iv) the timing of disapplication of the financial covenant applicable to minimum liquidity and to reduce the frequency of the provision of certain financial reporting under some or all of the Agreements, and further to make any other changes to such Agreements and to enter into or amend any other agreements to the extent deemed appropriate by the Borrower.
4. This Certificate is one of the “certificates” required to be provided pursuant to clause 3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:
a. the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof are acknowledged;
b. the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment of each such Agreement pursuant to the Vessel Loan Amendment applicable to it;
c. the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and
d. continuing to guarantee the amended obligations of the Borrower under the Agreements as amended by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded.
5. [I][we] hereby confirm that:
a. the copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of the Guarantor (collectively, the Organizational Documents); and
b. the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents), in each case, appended to the Secretary’s Certificate dated [[18][21] December 2020][21 April 2021] (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.
6. [I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority to sign this Certificate as evidenced by Schedule […] of the Original Secretary’s Certificate (the Authorization). The Authorization has not been modified or rescinded and remains in full force and effect.
7. [The Guarantor does not have its management or control in Liberia nor does it undertake any business activity in Liberia.
8. Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident in Liberia.]
9. This Certificate shall be governed by and construed in accordance with New York law.
Appears in 2 contracts
Samples: Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12, 7.1.1(p) or 7.2.4 (but excluding Sections 7.2.4(A) and 7.2.4(B) (which shall be regulated in accordance with Section 9.1.13(d9.1.12(d) and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3); provided that any default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 (but excluding Section 7.2.4(A) to Section 7.2.4(C) inclusive) that occurs during the Financial Covenant Waiver Period (but without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial Covenant Waiver Period) shall not (as long as no Event of Default under Section 8.1.5 has occurred and is continuing, or no Prepayment Event under Section 9.1.13 9.1.12 or Section 9.1.14 9.1.13 has occurred, in each case during the Financial Covenant Waiver Period) constitute a Prepayment Event.” [Insert name of relevant Guarantor here] This Certificate is delivered on behalf of [Insert name of relevant Guarantor here] (the Guarantor), a [company][corporation] incorporated in [●]. [I][We], [insert name of the authorized officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule 1 of this Certificate) as follows:
1. Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall have the meanings when used in this Certificate.
2. The Guarantor is a guarantor under each Agreement.
3. [I][We] hereby acknowledge on behalf of the Guarantor that each Agreement shall be amended or, as the case may be, amended and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective parties to an amendment of the existing financial covenants and their application (whether or not applicable to some or all of the fixed charge coverage ratio, the net debt to capitalization ratio, the minimum stockholders' equity level and/or minimum liquidity) for the purposes of amending some or all of (i) the method of calculation of cash for purposes of testing the fixed charge coverage ratio during the first 3 quarters following the expiry of the Financial Covenant Waiver Period (as such term is defined in each Agreement), (ii) the method of calculation of stockholders' equity, (iii) the improvement of the level of net debt to capitalization ratio and (iv) the timing of disapplication of the financial covenant applicable to minimum liquidity and to reduce the frequency of the provision of certain financial reporting under some or all of the Agreements, and further to make any other changes to such Agreements and to enter into or amend any other agreements to the extent deemed appropriate by the Borrower.
4. This Certificate is one of the “certificates” required to be provided pursuant to clause 3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:
a. the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof are acknowledged;
b. the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment of each such Agreement pursuant to the Vessel Loan Amendment applicable to it;
c. the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and
d. continuing to guarantee the amended obligations of the Borrower under the Agreements as amended by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded.
5. [I][we] hereby confirm that:
a. the copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of the Guarantor (collectively, the Organizational Documents); and
b. the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents), in each case, appended to the Secretary’s Certificate dated [[18][21] December 2020][21 April 2021] (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.
6. [I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority to sign this Certificate as evidenced by Schedule […] of the Original Secretary’s Certificate (the Authorization). The Authorization has not been modified or rescinded and remains in full force and effect.
7. [The Guarantor does not have its management or control in Liberia nor does it undertake any business activity in Liberia.
8. Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident in Liberia.]
9. This Certificate shall be governed by and construed in accordance with New York law.
Appears in 2 contracts
Samples: Credit Agreement (Royal Caribbean Cruises LTD), Credit Agreement (Royal Caribbean Cruises LTD)
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12, 7.1.1(p) or 7.2.4 (but excluding Sections 7.2.4(A) and 7.2.4(B) (which shall be regulated in accordance with Section 9.1.13(d9.1.11(d) and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3); provided that any such default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 (but again excluding Section 7.2.4(A) to Section 7.2.4(C) inclusive) that occurs during the Financial Covenant Waiver Period (but without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial Covenant Waiver Period) shall not (as long as no Event of Default under Section 8.1.5 has occurred and is continuing, or no Prepayment Event under Section 9.1.13 9.1.11 or Section 9.1.14 9.1.12 has occurred, in each case during the Financial Covenant Waiver Period) constitute a Prepayment Event.” Schedule 4 Form of Guarantor Confirmation Certificate [Insert name of relevant Guarantor here] This Certificate is delivered on behalf of [Insert name of relevant Guarantor here] (the Guarantor), a [company][corporation] incorporated in [●]. [I][We], [insert name of the authorized officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule 1 of this Certificate) as follows:
1. Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall have the meanings when used in this Certificate.
2. The Guarantor is a guarantor under each Agreement.
3. [I][We] hereby acknowledge on behalf of the Guarantor that each Agreement shall be amended or, as the case may be, amended and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective parties to an amendment of the existing financial covenants and their application (whether or not applicable to some or all of the fixed charge coverage ratio, the net debt to capitalization ratio, the minimum stockholders' equity level and/or minimum liquidity) for the purposes of amending some or all of (i) the method of calculation of cash for purposes of testing the fixed charge coverage ratio during the first 3 quarters following the expiry of the Financial Covenant Waiver Period (as such term is defined in each Agreement), (ii) the method of calculation of stockholders' equity, (iii) the improvement of the level of net debt to capitalization ratio and (iv) the timing of disapplication of the financial covenant applicable to minimum liquidity and to reduce the frequency of the provision of certain financial reporting under some or all of the Agreements, and further to make any other changes to such Agreements and to enter into or amend any other agreements to the extent deemed appropriate by the Borrower.
4. This Certificate is one of the “certificates” required to be provided pursuant to clause 3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:
a. the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof are acknowledged;
b. the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment of each such Agreement pursuant to the Vessel Loan Amendment applicable to it;
c. the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and
d. continuing to guarantee the amended obligations of the Borrower under the Agreements as amended by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded.
5. [I][we] hereby confirm that:
a. the copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of the Guarantor (collectively, the Organizational Documents); and
b. the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents), in each case, appended to the Secretary’s Certificate dated [[18][21] December 2020][21 April 2021] (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.
6. [I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority to sign this Certificate as evidenced by Schedule […] of the Original Secretary’s Certificate (the Authorization). The Authorization has not been modified or rescinded and remains in full force and effect.
7. [The Guarantor does not have its management or control in Liberia nor does it undertake any business activity in Liberia.
8. Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident in Liberia.]
9. This Certificate shall be governed by and construed in accordance with New York law.
Appears in 1 contract
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12, 7.1.1(pClause 6.17 (Use of Proceeds) or 7.2.4 (but excluding Sections 7.2.4(A) and 7.2.4(BClause 9.4(a) (which shall be regulated in accordance with Section 9.1.13(dFinancial Condition) and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3or Clause 8.1(t); provided that any such default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 Clause 9.4(a) (but excluding Section 7.2.4(A) to Section 7.2.4(C) inclusiveFinancial Condition) that occurs during the Financial Covenant Waiver Period (but without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial Covenant Waiver Period) shall not (as long as no Event of Default under Section 8.1.5 any of Clauses 10.1(e) to 10.1(g) (inclusive) has occurred and is continuing, or no Mandatory Prepayment Event under Section 9.1.13 Clause 11.1(o) (Framework Prohibited Events) or Section 9.1.14 Clause 11.1(p) (Breach of Principles or Framework) has occurred, in each case during the Financial Covenant Waiver Period) constitute a Mandatory Prepayment Event.” [Insert name of relevant Guarantor here] This Certificate is delivered on behalf of [Insert name of relevant Guarantor here] (the Guarantor), a [company][corporation] incorporated in [●]. [I][We], [insert name of the authorized officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule 1 of this Certificate) as follows:
1. Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall have the meanings when used in this Certificate.
2. The Guarantor is a guarantor under each Agreement.
3. [I][We] hereby acknowledge on behalf of the Guarantor that each Agreement shall be amended or, as the case may be, amended and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective parties to an amendment of the existing financial covenants and their application (whether or not applicable to some or all of the fixed charge coverage ratio, the net debt to capitalization ratio, the minimum stockholders' equity level and/or minimum liquidity) for the purposes of amending some or all of (i) the method of calculation of cash for purposes of testing the fixed charge coverage ratio during the first 3 quarters following the expiry of the Financial Covenant Waiver Period (as such term is defined in each Agreement), (ii) the method of calculation of stockholders' equity, (iii) the improvement of the level of net debt to capitalization ratio and (iv) the timing of disapplication of the financial covenant applicable to minimum liquidity and to reduce the frequency of the provision of certain financial reporting under some or all of the Agreements, and further to make any other changes to such Agreements and to enter into or amend any other agreements to the extent deemed appropriate by the Borrower.
4. This Certificate is one of the “certificates” required to be provided pursuant to clause 3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:
a. the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof are acknowledged;
b. the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment of each such Agreement pursuant to the Vessel Loan Amendment applicable to it;
c. the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and
d. continuing to guarantee the amended obligations of the Borrower under the Agreements as amended by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded.
5. [I][we] hereby confirm that:
a. the copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of the Guarantor (collectively, the Organizational Documents); and
b. the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents), in each case, appended to the Secretary’s Certificate dated [[18][21] December 2020][21 April 2021] (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.
6. [I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority to sign this Certificate as evidenced by Schedule […] of the Original Secretary’s Certificate (the Authorization). The Authorization has not been modified or rescinded and remains in full force and effect.
7. [The Guarantor does not have its management or control in Liberia nor does it undertake any business activity in Liberia.
8. Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident in Liberia.]
9. This Certificate shall be governed by and construed in accordance with New York law.
Appears in 1 contract
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12, 7.1.1(p) 7.1.1(r), 7.1.7 or 7.2.4 (but excluding Sections 7.2.4(A) and 7.2.4(B) (which shall be regulated in accordance with Section 9.1.13(d9.1.15(d) and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3); provided that any unless the default is in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 (but excluding Section 7.2.4(A) to Section 7.2.4(C) inclusive) that occurs during the Financial Covenant Waiver Period (but (a) without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial Covenant Waiver PeriodPeriod and (b) shall not (as long as subject to no Event of Default under Section 8.1.5 has occurred and is continuingor Section 8.1.6, or no a Prepayment Event under Section 9.1.13 9.1.15 or Section 9.1.14 has occurred9.1.16, in each case occurring during the Financial Covenant Waiver Period) constitute a Prepayment Eventperiod of any such non-compliance).” [Insert name of relevant Guarantor here] This Certificate is delivered on behalf of [Insert name of relevant Guarantor here] (the Guarantor), a [company][corporation] incorporated in [●]. [I][We], [insert name of the authorized officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule 1 of this Certificate) as follows:
1. Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall have the meanings when used in this Certificate.
2. The Guarantor is a guarantor under each Agreement.
3. [I][We] hereby acknowledge on behalf of the Guarantor that each Agreement shall be amended or, as the case may be, amended and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective parties to an amendment of the existing financial covenants and their application (whether or not applicable to some or all of the fixed charge coverage ratio, the net debt to capitalization ratio, the minimum stockholders' equity level and/or minimum liquidity) for the purposes of amending some or all of (i) the method of calculation of cash for purposes of testing the fixed charge coverage ratio during the first 3 quarters following the expiry of the Financial Covenant Waiver Period (as such term is defined in each Agreement), (ii) the method of calculation of stockholders' equity, (iii) the improvement of the level of net debt to capitalization ratio and (iv) the timing of disapplication of the financial covenant applicable to minimum liquidity and to reduce the frequency of the provision of certain financial reporting under some or all of the Agreements, and further to make any other changes to such Agreements and to enter into or amend any other agreements to the extent deemed appropriate by the Borrower.
4. This Certificate is one of the “certificates” required to be provided pursuant to clause 3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:
a. the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof are acknowledged;
b. the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment of each such Agreement pursuant to the Vessel Loan Amendment applicable to it;
c. the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and
d. continuing to guarantee the amended obligations of the Borrower under the Agreements as amended by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded.
5. [I][we] hereby confirm that:
a. the copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of the Guarantor (collectively, the Organizational Documents); and
b. the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents), in each case, appended to the Secretary’s Certificate dated [[18][21] December 2020][21 April 2021] (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.
6. [I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority to sign this Certificate as evidenced by Schedule […] of the Original Secretary’s Certificate (the Authorization). The Authorization has not been modified or rescinded and remains in full force and effect.
7. [The Guarantor does not have its management or control in Liberia nor does it undertake any business activity in Liberia.
8. Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident in Liberia.]
9. This Certificate shall be governed by and construed in accordance with New York law.
Appears in 1 contract
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12, 7.1.1(p7.1.1(q) or 7.2.4 (but excluding Sections 7.2.4(A) and 7.2.4(B) (which shall be regulated in accordance with Section 9.1.13(d9.1.12(d) and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3); provided that any default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 (but excluding Section 7.2.4(A) to Section 7.2.4(C) inclusive) that occurs during the Financial Covenant Waiver Period (but without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial Covenant Waiver Period) shall not (as long as no Event of Default under Section 8.1.5 has occurred and is continuing, or no Prepayment Event under Section 9.1.13 9.1.12 or Section 9.1.14 9.1.13 has occurred, in each case during the Financial Covenant Waiver Period) constitute a Prepayment Event.” [Insert name of relevant Guarantor here] This Certificate is delivered on behalf of [Insert name of relevant Guarantor here] (the Guarantor), a [company][corporation] incorporated in [●]. [I][We], [insert name of the authorized officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule 1 of this Certificate) as follows:
1. Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall have the meanings when used in this Certificate.
2. The Guarantor is a guarantor under each Agreement.
3. [I][We] hereby acknowledge on behalf of the Guarantor that each Agreement shall be amended or, as the case may be, amended and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective parties to an amendment of the existing financial covenants and their application (whether or not applicable to some or all of the fixed charge coverage ratio, the net debt to capitalization ratio, the minimum stockholders' equity level and/or minimum liquidity) for the purposes of amending some or all of (i) the method of calculation of cash for purposes of testing the fixed charge coverage ratio during the first 3 quarters following the expiry of the Financial Covenant Waiver Period (as such term is defined in each Agreement), (ii) the method of calculation of stockholders' equity, (iii) the improvement of the level of net debt to capitalization ratio and (iv) the timing of disapplication of the financial covenant applicable to minimum liquidity and to reduce the frequency of the provision of certain financial reporting under some or all of the Agreements, and further to make any other changes to such Agreements and to enter into or amend any other agreements to the extent deemed appropriate by the Borrower.
4. This Certificate is one of the “certificates” required to be provided pursuant to clause 3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:
a. the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof are acknowledged;
b. the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment of each such Agreement pursuant to the Vessel Loan Amendment applicable to it;
c. the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and
d. continuing to guarantee the amended obligations of the Borrower under the Agreements as amended by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded.
5. [I][we] hereby confirm that:
a. the copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of the Guarantor (collectively, the Organizational Documents); and
b. the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents), in each case, appended to the Secretary’s Certificate dated [[18][21] December 2020][21 April 2021] (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.
6. [I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority to sign this Certificate as evidenced by Schedule […] of the Original Secretary’s Certificate (the Authorization). The Authorization has not been modified or rescinded and remains in full force and effect.
7. [The Guarantor does not have its management or control in Liberia nor does it undertake any business activity in Liberia.
8. Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident in Liberia.]
9. This Certificate shall be governed by and construed in accordance with New York law.. Royal Caribbean Cruises Ltd. ) Name: Axxxx X. Xxxxxx ) /s/ AXXXX X. XXXXXX Title: Vice President and Treasurer ) KfW IPEX-Bank GmbH ) Name: Dxxxxxxx Xxxxxxx/Grit Zierau ) /s/ DXXXXXXX XXXXXXX Title: Director/Assistant Vice President ) /s/ GRIT ZIERAU KfW IPEX-Bank GmbH ) Name: Dxxxxxxx Xxxxxxx/Grit Zxxxxx ) /s/ DXXXXXXX XXXXXXX Title: Director/Assistant Vice President ) /s/ GRIT ZIERAU BNP Paribas Fortis SA/NV ) Name: Vxxxxxxxx Xx Xxxxxxxx/Axxxx Vanden Haute ) /s/ VXXXXXXXX XX XXXXXXXX Title: Head of Middle Office/Business management ) /s/ ALAIN VANDEN HAUTE KfW IPEX-Bank GmbH ) Name: Dxxxxxxx Xxxxxxx/Grit Zxxxxx ) /s/ DXXXXXXX XXXXXXX Title: Director/Assistant Vice President ) /s/ GRIT ZIERAU BNP Paribas Fortis SA/NV ) Name: Vxxxxxxxx Xx Xxxxxxxx/Axxxx Vanden Haute ) /s/ VXXXXXXXX XX XXXXXXXX Title: Head of Middle Office/Business management ) /s/ ALAIN VANDEN HAUTE HSBC Bank plc ) Name: Vxxxxx Xxxxxx ) /s/ VXXXXX XXXXXX Title: Director (Authorised Signatory) ) HSBC Bank USA, National Association ) Name: Jxxxx Xxxxxxx ) /s/ JXXXX XXXXXXX Title: Director ) Commerzbank AG, New York Branch ) Name: Cxxxxxxxx Sxxxx Xxxxxxx/Bxxx Xxxxxxx ) /s/ CXXXXXXXX SXXXX XXXXXXX Title: ) /s/ BXXX XXXXXXX Banco Santander, S.A. ) Name: Cxxxxx Xxxxxxx/Exxxx Xxxxxxxx ) /s/ CXXXXX XXXXXXX Title: Vice President ) /s/ EXXXX XXXXXXXX Banco Bilbao Vizcaya Argentaria, S.A., ) Niederlassung Deutschland ) Name: Lxx Xxxxxxx/Axx Xxxxxx ) /s/ LXX XXXXXXX Title: Authorised Signatory/Authorised Signatory ) /s/ AXX XXXXXX Bayerische Landesbank, New York Branch ) Name: Axxxxx Xxxxxxx/Gxxx Xxxxxxxx ) /s/ AXXXXX XXXXXXX Title: Executive Director/Vice President ) /s/ GXXX XXXXXXXX DZ BANK AG, New York Branch ) Name: Rxxxx Xxxxx/Gxxxxxxx Gountenidis ) /s/ RXXXX XXXXX Title: Lxxxxx Export Finanzierung/Vice President ) /s/ GEORGIOS GOUNTENIDIS JPMorgan Chase Bank, N.A., ) London Branch ) Name: Francois Turpault ) /s/ FRANCOIS TURPAULT Title: Vice President ) SMBC Bank International plc ) Name: Kxxxx Xxxxxxxx/Myokoyama ) /s/ KXXXX XXXXXXXX Title: ) /s/ MYOKOYAMA Finnish Export Credit Ltd ) Name: Axxxx Xxxxx ) /s/ AXXXX XXXXX Title: Managing Director ) KfW IPEX-Bank GmbH ) Name: Dxxxxxxx Xxxxxxx/Grit Zierau ) /s/ DXXXXXXX XXXXXXX Title: Director/Assistant Vice President ) /s/ GRIT ZIERAU BNP Paribas Fortis SA/NV ) Name: Vxxxxxxxx Xx Xxxxxxxx/Axxxx Vanden Haute ) /s/ VXXXXXXXX XX XXXXXXXX Title: Head of Middle Office/ Business management ) /s/ ALAIN VANDEN HAUTE HSBC Bank plc ) Name: Vxxxxx Xxxxxx ) /s/ VXXXXX XXXXXX Title: Director (Authorised Signatory) ) HSBC Bank USA, National Association ) Name: Jxxxx Xxxxxxx ) /s/ JXXXX XXXXXXX Title: Director ) Commerzbank AG, New York Branch ) Name: Cxxxxxxxx Sxxxx Xxxxxxx/Bxxx Xxxxxxx ) /s/ CXXXXXXXX SXXXX XXXXXXX Title: ) /s/ BXXX XXXXXXX
Appears in 1 contract
Non-Performance of Certain Covenants and Obligations. The Borrower shall default in the due performance and observance of any of the covenants set forth in Sections 4.12, 7.1.1(pClause 6.15 (Use of Proceeds) or 7.2.4 (but excluding Sections 7.2.4(A) and 7.2.4(BClause 9.4(a) (which shall be regulated in accordance with Section 9.1.13(dFinancial Condition) and also excluding Section 7.2.4(C), a breach of which is regulated in accordance with Section 8.1.3or Clause 8.1(t); provided that any such default in respect of the due performance or observance of any of the covenants set forth in Section 7.2.4 Clause 9.4(a) (but excluding Section 7.2.4(A) to Section 7.2.4(C) inclusiveFinancial Condition) that occurs during the Financial Covenant Waiver Period (but without prejudice to the rights of the Lenders in respect of any further breach that may occur following the expiry of the Financial Covenant Waiver Period) shall not (as long as no Event of Default under Section 8.1.5 any of Clauses 10.1(e) to 10.1(g) (inclusive) has occurred and is continuing, or no Mandatory Prepayment Event under Section 9.1.13 Clause 11.1(m) (Framework Prohibited Events) or Section 9.1.14 Clause 11.1(n) (Breach of Principles or Framework) has occurred, in each case during the Financial Covenant Waiver Period) constitute a Mandatory Prepayment Event.” the cross-references in clause 11.2(b) (Mandatory Prepayment) to Clause 9.4 (Financial Condition) shall be corrected to Clause 9.4(a) (Financial Condition). [Insert name of relevant Guarantor here] This Certificate is delivered on behalf of [Insert name of relevant Guarantor here] (the Guarantor), a [company][corporation] incorporated in [●]. [I][We], [insert name of the authorized officers/directors], the undersigned, in [my][our] capacity as [[a] duly authorized officer[s]] [or][director] of the Guarantor and not in any individual capacity, do hereby confirm in relation to the Agreements (each as more particularly defined in Schedule 1 of this Certificate) as follows:
1. Unless otherwise defined in this Certificate, words and expressions defined in the Agreements shall have the meanings when used in this Certificate.
2. The Guarantor is a guarantor under each Agreement.
3. [I][We] hereby acknowledge on behalf of the Guarantor that each Agreement shall be amended or, as the case may be, amended and restated pursuant to an amendment agreement (each a Vessel Loan Amendment) in order to record the agreement of the respective parties to an amendment of the existing financial covenants and their application (whether or not applicable to some or all of the fixed charge coverage ratio, the net debt to capitalization ratio, the minimum stockholders' equity level and/or minimum liquidity) for the purposes of amending some or all of (i) the method of calculation of cash for purposes of testing the fixed charge coverage ratio during the first 3 quarters following the expiry of the Financial Covenant Waiver Period (as such term is defined in each Agreement), (ii) the method of calculation of stockholders' equity, (iii) the improvement of the level of net debt to capitalization ratio and (iv) the timing of disapplication of the financial covenant applicable to minimum liquidity and to reduce the frequency of the provision of certain financial reporting under some or all of the Agreements, and further to make any other changes to such Agreements and to enter into or amend any other agreements to the extent deemed appropriate by the Borrower.
4. This Certificate is one of the “certificates” required to be provided pursuant to clause 3.1(b) of each Vessel Loan Amendment and in the context of the requirements of clause 3.1(b) of each Vessel Loan Amendment, [I][we] hereby further acknowledge and confirm on behalf of the Guarantor the following:
a. the amendments contemplated in the Vessel Loan Amendment for each Agreement and the contents thereof are acknowledged;
b. the Guarantee given by the Guarantor in each Agreement and each other Loan Document or Finance Document, as the case may be (as defined in each such Agreement) to which the Guarantor is a party shall remain and continue in full force and effect notwithstanding the amendment of each such Agreement pursuant to the Vessel Loan Amendment applicable to it;
c. the Guarantee given by the Guarantor in each Agreement shall extend to any new obligations assumed by the Borrower under such Agreement as amended by the Vessel Loan Amendment applicable to it; and
d. continuing to guarantee the amended obligations of the Borrower under the Agreements as amended by the Vessel Loan Amendment applicable to it does not cause any borrowing, guaranteeing or similar limit binding on the Guarantor to be exceeded.
5. [I][we] hereby confirm that:
a. the copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document of the Guarantor (collectively, the Organizational Documents); and
b. the by-laws or operating, management or similar agreements of the Guarantor (collectively, the Operating Documents), in each case, appended to the Secretary’s Certificate dated [[18][21] December 2020][21 April 2021] (the Original Secretary’s Certificate) remain true and correct on the date of this Certificate and have not been amended, modified or revoked and remain in full force and effect.
6. [I][we] hereby represent and warrant on behalf of the Guarantor that [I][we] have the authority to sign this Certificate as evidenced by Schedule […] of the Original Secretary’s Certificate (the Authorization). The Authorization has not been modified or rescinded and remains in full force and effect.
7. [The Guarantor does not have its management or control in Liberia nor does it undertake any business activity in Liberia.
8. Less than a majority of the shareholders of the Guarantor hereto by vote or value are resident in Liberia.]
9. This Certificate shall be governed by and construed in accordance with New York law.
Appears in 1 contract