Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 (Scope of Obligatory Insurances), the Owner shall: (a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part; (b) not cause or permit the Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory Insurances; (c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance; (d) at least 28 days before the relevant policies, contracts or entries expire, notify the Facility Agent of the names of the insurance companies and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so given; (e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that: (i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment; (ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee; (iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances; (iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions; (v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding; (vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only; (vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and (viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent; (f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document; (g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association; (h) procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance; and (i) in the event that the Owner receives payment of any moneys under the Delivery General Assignment in respect of Insurances, save as provided in the loss payable clauses scheduled to the Delivery General Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys shall be held in trust for the Security Trustee by the Owner.
Appears in 6 contracts
Samples: Credit Facility Agreement (Ocean Rig UDW Inc.), Credit Facility Agreement (DryShips Inc.), Credit Facility Agreement (DryShips Inc.)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 (Scope Section 9.20, each Vessel Owner will or, in the case of Obligatory Insurances)a Collateral Vessel subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group, shall procure that the Owner shallCharterer of such Collateral Vessel will:
(a) not without the prior consent of either in accordance with the Facility Agent (acting on Requisite Program Debt, subject to Section 24.9, or by the instructions of the Majority Lenders) Required Holders, materially alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Collateral Vessel to be operated or traded in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, or which would trigger the exclusion clause (or similar) under, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Collateral Vessel in the relevant Required Insurance Amount and her freights for an amount approved either in accordance with the Requisite Program Debt, subject to Section 24.9, or by the Required Holders in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 three (3) days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Note Administrative Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating insurance to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case Note Administrative Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless either in accordance with the Facility Agent (acting promptly and on Requisite Program Debt, subject to Section 24.9, or the instructions of the Majority Lenders, acting reasonably) is Required Holders are satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Financing Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the Insurances Assignment is endorsed on all policies of insurance relating to the Collateral Vessels;
(j) obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and
(ik) in the event that the Vessel Owner (or, where applicable, the relevant Charterer of a Collateral Vessel which is subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group) receives payment of any moneys under the Delivery General Assignment in respect of InsurancesInsurance Assignment, save as provided in the loss payable clauses scheduled to the Delivery General Insurance Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys (to the extent they are held by an Obligor) shall be held in trust for the Security Trustee by the OwnerTrustee.
Appears in 2 contracts
Samples: Note Purchase Agreement (Atlas Corp.), Note Purchase Agreement (Atlas Corp.)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 16.26 (Scope of Obligatory Insurances), the Owner shallBorrower will:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Facility Agent (acting on the instructions of the Majority Lenders) in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 fourteen (14) days before the relevant policies, policies or contracts or entries expire, notify the Facility Agent of the names of the with underwriters or insurance companies either previously approved by the Majority Lenders or of a security rating of A- or higher, and procure that the brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide insurance to the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee Facility Agent is noted on all policies of insuranceinsurance relating to the Vessels;
(i) procure that a loss payee provision in the form scheduled to the Insurances Assignment and reflecting the provisions of Clause 16.28 (Application of Insurance Proceeds) is endorsed on all policies of insurance relating to the Vessels;
(j) obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and
(ik) in the event that the Owner Borrower receives payment of any moneys under the Delivery General Assignment in respect of InsurancesInsurance Assignment, save as provided in the loss payable clauses scheduled to the Delivery General Insurance Assignment, forthwith pay over the same to the Security Trustee Facility Agent and, until paid over, such moneys shall be held in trust for the Security Trustee Facility Agent by the OwnerBorrower.
Appears in 2 contracts
Samples: Credit Facility (Seaspan CORP), Reducing Revolving Credit Facility (Seaspan CORP)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 23.1 (Scope of Obligatory Insurances), the Owner Borrower shall:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory Insurances;
(c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) at least 28 days before the relevant policies, contracts or entries expire, notify the Facility Agent of the names of the insurance companies and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) and associations in each case approved in accordance with Clause 17.1 23.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so given;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security TrusteeAgent;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner Borrower or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee Agent as mortgagee or assignee is noted on all policies of insurance; and
(i) in the event that the Owner Borrower receives payment of any moneys under the Delivery General Assignment in respect of Insurances, save as provided in the loss payable clauses scheduled to the Delivery General Assignment, forthwith pay over the same to the Security Trustee Agent and, until paid over, such moneys shall be held in trust for the Security Trustee Agent by the OwnerBorrower.
Appears in 2 contracts
Samples: Facility Agreement (Ocean Rig UDW Inc.), Facility Agreement (DryShips Inc.)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 (Scope Section 5.26, each Vessel Owner will or, in the case of Obligatory Insurances)a Collateral Vessel subject to a Charter which is a demise or bareboat charter to a person who is not a member of the Guarantor Group, shall procure that the Owner shallCharterer of such Collateral Vessel will:
(a) not without the prior consent of the Facility Administrative Agent (acting on the instructions of the Majority Lenders) materially alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Collateral Vessel to be operated or traded in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, or which would trigger the exclusion clause (or similar) under, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Collateral Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Administrative Agent in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 three (3) days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Administrative Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating insurance to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case Administrative Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Administrative Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Loan Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the Insurances Assignment is endorsed on all policies of insurance relating to the Collateral Vessels;
(j) obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and
(ik) in the event that the Vessel Owner (or, where applicable, the relevant Charterer of a Collateral Vessel which is subject to a Charter which is a demise or bareboat charter to a person who is not a member of the Guarantor Group) receives payment of any moneys under the Delivery General Assignment in respect of InsurancesInsurance Assignment, save as provided in the loss payable clauses scheduled to the Delivery General Insurance Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys (to the extent they are held by an Obligor) shall be held in trust for the Security Trustee by the OwnerTrustee.
Appears in 2 contracts
Samples: Credit Agreement (Atlas Corp.), Credit Agreement (Atlas Corp.)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 16.26 (Scope of Obligatory Insurances), the Owner shallBorrower will:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Facility Agent (acting on the instructions of the Majority Lenders) in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 fourteen (14) days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide insurance to the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee Facility Agent is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the Insurances Assignment and reflecting the provisions of Clause 16.28 (Application of Insurance Proceeds) is endorsed on all policies of insurance;
(j) obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and
(ik) in the event that the Owner Borrower receives payment of any moneys under the Delivery General Assignment in respect of InsurancesInsurance Assignment, save as provided in the loss payable clauses scheduled to the Delivery General Insurance Assignment, forthwith pay over the same to the Security Trustee Facility Agent and, until paid over, such moneys shall be held in trust for the Security Trustee Facility Agent by the OwnerBorrower.
Appears in 2 contracts
Samples: Credit Facility Agreement, Credit Facility Agreement (Seaspan CORP)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 17.38 (Scope of Obligatory Insurances), the Owner shallBorrower will:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any the Obligatory InsurancesInsurance without first covering the Vessel in the Required Amount and her freights for an amount approved by the Agent in Dollars or another approved currency with approved insurers;
(c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 14 days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating insurance to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests any of the Finance Parties Banks' interests under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee Agent and the Banks is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the General Assignment and reflecting the provisions of Clause 17.41 (Application of Insurance Proceeds) is endorsed on all policies of insurance;
(j) obtain from the relevant insurance brokers P&I Club letters and undertakings in the forms scheduled to the General Assignment; and
(ik) in the event that the Owner Borrower receives payment of any moneys under the Delivery General Assignment in respect of InsurancesAssignment, save as provided in the loss payable clauses scheduled to the Delivery General Assignment, forthwith pay over the same to the Security Trustee and, Agent and until paid over, over such moneys shall be held in trust for the Security Trustee Agent by the OwnerBorrower.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Teekay LNG Partners L.P.)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 16.26 (Scope of Obligatory Insurances), the Owner shallBorrower will:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Secured Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Facility Agent (acting on the instructions of the Majority Lenders) in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 fourteen (14) days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide insurance to the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee Facility Agent is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the Insurances Assignment and reflecting the provisions of Clause 16.28 (Application of Insurance Proceeds) is endorsed on all policies of insurance relating to the Secured Vessels;
(j) obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and
(ik) in the event that the Owner Borrower receives payment of any moneys under the Delivery General Assignment in respect of InsurancesInsurance Assignment, save as provided in the loss payable clauses scheduled to the Delivery General Insurance Assignment, forthwith pay over the same to the Security Trustee Facility Agent and, until paid over, such moneys shall be held in trust for the Security Trustee Facility Agent by the OwnerBorrower.
Appears in 2 contracts
Samples: Credit Facility Agreement (Seaspan CORP), Credit Facility Agreement (Seaspan CORP)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 (Scope of Obligatory Insurances), the Owner shall (and shall procure that during the Bareboat Charter Period the Bareboat Charterer shall:):
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory Insurances;
(c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) at least 28 days before the relevant policies, contracts or entries expire, notify the Facility Agent of the names of the insurance companies and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so given;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form forms scheduled to the Delivery General Assignment and the Bareboat Charterer Insurances Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ ' notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment nonpayment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance; and
(i) in the event that the Owner receives payment of any moneys under the Delivery General Assignment in respect of Insurances, save as provided in the loss payable clauses scheduled to the Delivery General Assignment, or the Bareboat Charterer receives payment of any moneys, save as provided in the loss payable clauses scheduled to the Bareboat Charterer Insurances Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys shall be held in trust for the Security Trustee by the Owner, or as the case may be, the Bareboat Charterer.
Appears in 2 contracts
Samples: Credit Facility Agreement (Ocean Rig UDW Inc.), Credit Facility Agreement (Ocean Rig UDW Inc.)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 17.37 (Scope of Obligatory Insurances), the Owner shallBorrower will:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any the Obligatory InsurancesInsurance without first covering the Vessel in the Required Amount and her freights for an amount approved by the Agent in euros or another approved currency with approved insurers;
(c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 14 days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating insurance to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests any of the Finance Parties Banks' interests under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee Agent and the Banks is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the Insurances Assignment and reflecting the provisions of Clause 17.40 (Application of Insurance Proceeds) is endorsed on all policies of insurance;
(j) obtain from the relevant insurance brokers P&I Club letters and undertakings in the forms scheduled to the General Assignment; and
(ik) in the event that the Owner Borrower receives payment of any moneys under the Delivery General Assignment in respect of InsurancesAssignment, save as provided in the loss payable clauses scheduled to the Delivery General Assignment, forthwith pay over the same to the Security Trustee and, Agent and until paid over, over such moneys shall be held in trust for the Security Trustee Agent by the OwnerBorrower.
Appears in 1 contract
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 18.24 (Scope of Obligatory Insurances), the Borrower shall not and shall procure that each Owner shallwill:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Vessel in the Required Insurance Amount and her freights for an amount approved by the Facility Agent (acting on the instructions of the Majority Lenders) in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 fourteen (14) days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide insurance to the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, settlement compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Facility Agent and/or the Security Trustee as mortgagee or assignee is noted on all policies of insuranceinsurance and, as the case may be, all policies of reinsurance;
(i) procure that a loss payee provision in the form scheduled to the General Assignment, and reflecting the provisions of Clause 18.27 (Application of Insurance Proceeds) is endorsed on all policies of insurance and reinsurance, as the case may be;
(j) obtain from the relevant insurance brokers, reinsurance brokers and P&I Club letters and undertakings in the forms scheduled to the General Assignment; and
(ik) in the event that the an Owner receives payment of any moneys under the Delivery General Assignment in respect of InsurancesAssignment, save as provided in the loss payable clauses scheduled to the Delivery General Assignment, forthwith pay over the same to the Security Trustee and, Facility Agent and until paid over, over such moneys shall be held in trust for the Security Trustee Facility Agent by the Borrower, or as the case may be, the relevant Owner.
Appears in 1 contract
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 16.28 (Scope of Obligatory Insurances), the Owner shalleach Borrower will :
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the its Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Facility Agent (acting on the instructions of the Majority Lenders) in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 seven (7) days before the relevant policies, contracts or entries expire, notify the Facility Agent of the names of the insurance companies and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) before the relevant policies or contracts expire and procure that the approved brokers and/or war risks and protection and indemnity clubs and associations shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide insurance to the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee Facility Agent is noted on all policies of insurance;
(i) procure that a loss payee provision in the relevant form scheduled to the General Assignment and reflecting the provisions of Clause 16.31 (Application of Insurance Proceeds) is endorsed on all policies of insurance;
(j) obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the relevant General Assignment or otherwise in market standard form; and
(ik) in the event that the Owner a Borrower receives payment of any moneys under the Delivery relevant General Assignment in respect of InsurancesAssignment, save as provided in the loss payable clauses scheduled to the Delivery relevant General Assignment, forthwith pay over the same to the Security Trustee Facility Agent and, until paid over, such moneys shall be held in trust for the Security Trustee Facility Agent by the Ownerthat Borrower.
Appears in 1 contract
Samples: Credit Facility Agreement (Global Ship Lease, Inc.)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 17.35 (Scope of Obligatory Insurances), the Owner shallBorrower will:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any the Obligatory InsurancesInsurance without first covering the Vessel in the Required Amount and her freights for an amount approved by the Agent in euros or another approved currency with approved insurers;
(c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) at least 28 days renew all Obligatory Insurances before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating insurance to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests any of the Finance Parties Banks’ interests under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee Agent and the Banks is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the Insurances Assignment and reflecting the provisions of Clause 17.38 (Application of Insurance Proceeds) is endorsed on all policies of insurance;
(j) obtain from the relevant insurance brokers P&I Club letters and undertakings in the forms scheduled to the Insurances Assignment; and
(ik) in the event that the Owner Borrower receives payment of any moneys under the Delivery General Assignment in respect of InsurancesAssignment, save as provided in the loss payable clauses scheduled to the Delivery General Insurances Assignment, forthwith pay over the same to the Security Trustee and, Agent and until paid over, over such moneys shall be held in trust for the Security Trustee Agent by the OwnerBorrower.
Appears in 1 contract
Samples: Credit Facility Agreement (Teekay LNG Partners L.P.)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 (Scope Section 5.26, each Vessel Owner will, or, in the case of Obligatory Insurances)a Collateral Vessel subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group, shall procure that the Owner shallCharterer of such Collateral Vessel will:
(a) not without the prior consent of the Facility Administrative Agent (acting on the instructions of the Majority Lenders) materially alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Collateral Vessel to be operated or traded in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, or which would trigger the exclusion clause (or similar) under, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Collateral Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Administrative Agent in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;; 71 #4858-9314-8498
(d) renew all Obligatory Insurances at least 28 three (3) days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Administrative Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating insurance to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case Administrative Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Administrative Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Loan Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the Insurances Assignment is endorsed on all policies of insurance relating to the Collateral Vessels;
(j) obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and
(ik) in the event that the Vessel Owner (or, where applicable, the relevant Charterer of a Collateral Vessel which is subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group) receives payment of any moneys under the Delivery General Assignment in respect of InsurancesInsurances Assignment, save as provided in the loss payable clauses scheduled to the Delivery General Insurances Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys (to the extent they are held by any Obligor) shall be held in trust for the Security Trustee by the OwnerTrustee.
Appears in 1 contract
Samples: Credit Agreement (Atlas Corp.)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 (Scope Section 5.26, each Vessel Owner will, or, in the case of Obligatory Insurances)a Collateral Vessel subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group, shall procure that the Owner shallCharterer of such Collateral Vessel will:
(ai) not without the prior consent of the Facility Administrative Agent (acting on the instructions of the Majority Lenders) materially alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(bii) not cause or permit the any Collateral Vessel to be operated or traded in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, or which would trigger the exclusion clause (or similar) under, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Collateral Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Administrative Agent in Dollars or another approved currency with the Insurers;
(ciii) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(div) renew all Obligatory Insurances at least 28 three (3) days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Administrative Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(ev) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating insurance to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case Administrative Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Administrative Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Loan Document;
(gvii) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(hviii) procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance; #4866-5228-1161
(ix) procure that a loss payee provision in the form scheduled to the Insurances Assignment is endorsed on all policies of insurance relating to the Collateral Vessels;
(x) obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and
(ixi) in the event that the Vessel Owner (or, where applicable, the relevant Charterer of a Collateral Vessel which is subject to a Charter which is a demise or bareboat charter to a Person who is not a member of the Guarantor Group) receives payment of any moneys under the Delivery General Assignment in respect of InsurancesInsurances Assignment, save as provided in the loss payable clauses scheduled to the Delivery General Insurances Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys (to the extent they are held by any Obligor) shall be held in trust for the Security Trustee by the OwnerTrustee.
Appears in 1 contract
Samples: Credit Agreement (Atlas Corp.)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 (Scope of Obligatory Insurances)Section 5.26, the each Vessel Owner shallwill:
(a) not without the prior consent of the Facility Administrative Agent (acting on the instructions of the Majority Lenders) materially alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Collateral Vessel to be operated or traded in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, or which would trigger the exclusion clause (or similar) under, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Collateral Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Administrative Agent in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 three (3) days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Administrative Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating insurance to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case Administrative Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Administrative Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the Insurances Assignment is endorsed on all policies of insurance relating to the Collateral Vessels;
(j) obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and
(ik) in the event that the Vessel Owner receives payment of any moneys under the Delivery General Assignment in respect of InsurancesInsurance Assignment, save as provided in the loss payable clauses scheduled to the Delivery General Insurance Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys shall be held in trust for the Security Trustee by the OwnerBorrower.
Appears in 1 contract
Samples: Credit Agreement (Seaspan CORP)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 16.26 (Scope of Obligatory Insurances), each Borrower will or shall procure that the Owner shallManager or the Bareboat Charterer will:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) Lender alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Lender in Dollars or another approved currency with approved insurers;
(c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 14 days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenLender as and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating insurance to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case Lender stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) Lender is satisfied that such release, settlement, settlement compromise or abandonment will not prejudice the its interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee Lender is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the relevant Bareboat Charter and reflecting the provisions of Clause 16.29 (Application of Insurance Proceeds) is endorsed on all policies of insurance;
(j) obtain from the relevant insurance brokers and P&I Club letters and undertakings in form and substance satisfactory to the Lender; and
(ik) in the event that an Owner, a Borrower or the Owner Bareboat Charterer receives payment of any moneys under the Delivery General Assignment in respect of InsurancesAssignment, save as provided in the loss payable clauses scheduled to the Delivery General Assignmentrelevant Bareboat Charter, forthwith pay over the same to the Security Trustee and, Lender and until paid over, over such moneys shall be held in trust for the Security Trustee Lender by a Borrower, the OwnerOwner or the Bareboat Charterer, as the case may be.
Appears in 1 contract
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 16.26 (Scope of Obligatory Insurances), the Owner shallGuarantor will:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Facility Agent (acting on the instructions of the Majority Lenders) in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 fourteen (14) days before the relevant policies, policies or contracts or entries expire, notify the Facility Agent of the names of the with underwriters or insurance companies either previously approved by the Majority Lenders or of a security rating of A- or higher, and procure that the brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide insurance to the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee Facility Agent is noted on all policies of insuranceinsurance relating to the Vessels;
(i) procure that a loss payee provision in the form scheduled to the Insurances Assignment and reflecting the provisions of Clause 16.28 (Application of Insurance Proceeds) is endorsed on all policies of insurance relating to the Vessels;
(j) obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and
(ik) in the event that the Owner Guarantor receives payment of any moneys under the Delivery General Assignment in respect of InsurancesInsurance Assignment, save as provided in the loss payable clauses scheduled to the Delivery General Insurance Assignment, forthwith pay over the same to the Security Trustee Facility Agent and, until paid over, such moneys shall be held in trust for the Security Trustee Facility Agent by the OwnerGuarantor.
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Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 (Scope of Obligatory Insurances)6.1 The Subsidiary Guarantor shall ensure that the Collateral Vessel is, at all times, during the Owner shallSecurity Period, insured against:
(a) not without fire and marine risks (including hull and machinery, hull interest and freight interest insurance) and war risks in an amount equal to at least the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Required Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;Amount; and
(b) not cause or permit the Vessel to be operated protection and indemnity risks (including pollution and Excess Risks) in any way inconsistent accordance with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory Insurances;
(c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable usual practice for a “full entry” in respect of any Obligatory Insurance;
(d) at least 28 days before the relevant policies, contracts or entries expire, notify the Facility Agent full value and full tonnage of the names of Collateral Vessel, such insurance to be expressed in an Approved Currency and arranged through the Approved Brokers and to be on such terms and with such insurers or insurance companies and/or (or, in the case of war risks and protection and indemnity associations proposed risks, such war risk or protection and indemnity associations) as may be approved, in writing, by the Security Trustee from time to time (such approval not to be employed for the purposes unreasonably withheld or delayed).
6.2 The Subsidiary Guarantor shall effect and maintain oil pollution insurance cover in respect of the renewal Collateral Vessel in an amount equal to US$1,000,000,000 in respect of each incident (such insurance shall include cover taken out or effected under Clause 6.1 insofar as insurance risks are concerned) or where (in the reasonable opinion of an Instructing Group, which shall take into consideration the price at which such cover can be effected) such insurance cannot be obtained in the international insurance market following due diligence (other than where the absence of available cover is caused by a history of accidents and/or spillage in respect of the Collateral Vessel and/or the Subsidiary Guarantor) such insurance shall be in an amount equal to at least US$500,000,000 in respect of each incident (or such other amount as may be agreed by the Instructing Group).
6.3 If the Subsidiary Guarantor fails to take out or maintain any Obligatory Insurance required to be effected by it pursuant to the provisions of Clauses 6.1 and 6.2, the Security Trustee, for and on behalf of the Subsidiary Guarantor, may (but shall not be obliged to) effect any such insurance (without prejudice to any other right of the Security Trustee arising hereunder or under any other Finance Document) and the Subsidiary Guarantor will on demand promptly pay to the Security Trustee the amount of any payment made in connection therewith, together with interest thereon at the rate and in the manner specified in clause 23.2 (Default Rate) of the Credit Facility Agreement.
6.4 Without prejudice to the Subsidiary Guarantor’s continuing obligations under this Clause 6, it shall, at least seven days before the expiry of any Obligatory Insurances (other than entry in a protection and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicableindemnity association) and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days one day before such the expiry of any entry in the protection and indemnity association (or within such shorter period as the Facility Agent Security Trustee may from time to time agree) confirm taken out or effected by it or on its behalf in writing respect of the Collateral Vessel confirm, in writing, to the Facility Agent Security Trustee that such renewals have the same has been effected renewed in accordance with the instructions so given;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers terms hereunder and the approved P&I Club promptly provide the Facility Agent with pro forma certified copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms and conditions of the instructions;renewal.
6.5 Without prejudice to Clause 3(h) (v) they will Insurance Covenants), provided that no Event of Default shall have occurred and be continuing, the Subsidiary Guarantor may settle or compromise a claim arising out of any event or circumstance which does not exercise any rights constitute a total loss or a Damage Notification Event of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurancesCollateral Vessel. Further, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association where in accordance with the rules Clause 5(f) (Maintenance of such club or association;
(hSecurity Covenants) procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance; and
(i) in the event that the Owner receives payment of any moneys under the Delivery General Assignment in respect of Insurances, save as provided in the loss payable clauses scheduled to the Delivery General Assignment, forthwith pay over the same Requisition Compensation has been paid to the Security Trustee and, until paid over, such moneys shall be held in trust for (to the extent that it is entitled to retain the same) the Security Trustee by shall, provided that the OwnerSubsidiary Guarantor is in compliance with its obligations under the Transaction Documents to which it is a party, release such proceeds to the Subsidiary Guarantor.
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Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 (Scope Section 5.26, each Vessel Owner will, or, in the case of Obligatory Insurances)a Collateral Vessel subject to a Charter which is a demise or bareboat charter to a person who is not a member of the Guarantor Group, shall procure that the Owner shallCharterer of such Collateral Vessel will:
(a) not without the prior consent of the Facility Administrative Agent (acting on the instructions of the Majority Lenders) materially alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Collateral Vessel to be operated or traded in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, or which would trigger the exclusion clause (or similar) under, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Collateral Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Administrative Agent in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 three (3) days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Administrative Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide the Facility Agent with pro forma copies of all policies relating insurance to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case Administrative Agent stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Administrative Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Loan Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the Insurances Assignment is endorsed on all policies of insurance relating to the Collateral Vessels;
(j) obtain from the relevant insurance brokers and P&I Club letters of undertaking in the forms scheduled to the Insurances Assignments; and
(ik) in the event that the Vessel Owner (or, where applicable, the relevant Charterer of a Collateral Vessel which is subject to a Charter which is a demise or bareboat charter to a person who is not a member of the Guarantor Group) receives payment of any moneys under the Delivery General Assignment in respect of InsurancesInsurance Assignment, save as provided in the loss payable clauses scheduled to the Delivery General Insurance Assignment, forthwith pay over the same to the Security Trustee and, until paid over, such moneys (to the extent they are held by any Obligor) shall be held in trust for the Security Trustee by the OwnerTrustee.
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Samples: Credit Agreement (Atlas Corp.)
Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 20.23 (Scope of Obligatory Insurances), the Owner shallBorrower shall not and shall procure that each Guarantor will:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Vessel in the Required Insurance Amount and her freights for an amount approved by the Facility Agent (acting on the instructions of the Majority Lenders) in Dollars or another approved currency with the Insurers;
(c) duly and punctually pay when due all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 fourteen (14) days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide insurance to the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, settlement compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Facility Agent and/or the Security Trustee as mortgagee or assignee is noted on all policies of insuranceinsurance and, as the case may be, all policies of reinsurance;
(i) procure that a loss payee provision in the form scheduled to the General Assignment, and reflecting the provisions of Clause 20.26 (Application of Insurance Proceeds) is endorsed on all policies of insurance and reinsurance, as the case may be;
(j) obtain from the relevant insurance brokers, reinsurance brokers and P&I Club letters and undertakings in the forms scheduled to the General Assignment; and
(ik) in the event that the Owner a Guarantor receives payment of any moneys under the Delivery General Assignment in respect of InsurancesAssignment, save as provided in the loss payable clauses clause scheduled to the Delivery General Assignment, forthwith pay over the same to the Security Trustee and, Facility Agent and until paid over, over such moneys shall be held in trust for the Security Trustee Facility Agent by the OwnerBorrower, or as the case may be, the relevant Guarantor.
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Obligatory Insurances. Without prejudice to its obligations under Clause 17.1 17.26 (Scope of Obligatory Insurances), each Borrower will (and the Owner shallGuarantor shall procure that each Borrower will) or procure that the Manager or the Bareboat Charterer will:
(a) not without the prior consent of the Facility Agent (acting on the instructions of the Majority Lenders) alter any Obligatory Insurance nor make, do, consent or agree to any act or omission which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum paid out under any Obligatory Insurance repayable in whole or in part;
(b) not cause or permit the any Vessel to be operated in any way inconsistent with the provisions or warranties of, or implied in, or outside the cover provided by, any Obligatory Insurance or to be engaged in any voyage or to carry any cargo not permitted by any Obligatory InsurancesInsurances without first covering the relevant Vessel in the relevant Required Insurance Amount and her freights for an amount approved by the Facility Agent (acting on the instructions of the Majority Lenders) in Dollars or another approved currency with the approved insurers;
(c) duly and punctually pay all premiums, calls, contributions or other sums of money from time to time payable in respect of any Obligatory Insurance;
(d) renew all Obligatory Insurances at least 28 14 days before the relevant policies, policies or contracts or entries expire, notify expire and procure that the Facility Agent of the names of the insurance companies approved brokers and/or the war risks and protection and indemnity associations proposed to be employed for the purposes of the renewal of such Obligatory Insurances and of the amounts in which such Obligatory Insurances are proposed to be renewed and the risks to be covered, and to procure that appropriate instructions for the renewal of such Obligatory Insurances on the terms so specified are given to the brokers (if applicable) clubs and associations in each case approved in accordance with Clause 17.1 (Scope of Obligatory Insurances) and will at least three Business Days before such expiry (or within such shorter period as the Facility Agent may from time to time agree) shall promptly confirm in writing to the Facility Agent that such renewals have been effected in accordance with the instructions so givenas and when each renewal is effected;
(e) forthwith upon the effecting of any Obligatory Insurance, ensure that all approved brokers (if applicable) and/or approved insurers and give written notice of the approved P&I Club provide insurance to the Facility Agent with pro forma copies of all policies relating to the Obligatory Insurances which they are to effect or renew and of a letter or letters of undertaking substantially in the forms scheduled to or referred to in the Delivery General Assignment or such other form acceptable to the Facility Agent, in each case stating the full particulars (including the dates and amounts) of the insurance, and on request produce the receipts for each sum paid by it pursuant to paragraph (c) above, and including undertakings from the approved brokers (if applicable) or the approved underwriters or insurance companies that:
(i) they will have endorsed on each policy, when issued, a loss payee provision and notice of assignment, in the form scheduled to the Delivery General Assignment;
(ii) they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee;
(iii) they will advise the Facility Agent forthwith of any material change to the terms of the Obligatory Insurances;
(iv) they will upon written application by the approved brokers (if applicable) to the Facility Agent notify the Facility Agent, not less than 28 days before the expiry of the Obligatory Insurances, in the event of their not having received notice of renewal instructions from the Owner or its agents and, in the event of their receiving instructions to renew, they will promptly notify the Facility Agent of the terms of the instructions;
(v) they will not exercise any rights of cancellation in respect of default in payment of premiums without giving the Facility Agent 28 days’ notice in writing, either by letter or electronically transmitted message, and a reasonable opportunity for the Facility Agent to pay any premiums outstanding;
(vi) if any of the Obligatory Insurances form part of a fleet cover, their lien on the fleet policies shall be confined to the outstanding premiums due on the Vessel only;
(vii) they shall neither set off against any claim(s) and/or returns of premium(s) in respect of the Vessel any premiums due in respect of other vessels under the fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under the fleet cover or of premiums for such other insurances; and
(viii) they will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Facility Agent;
(f) not settle, release, compromise or abandon any claim in respect of any Total Loss unless the Facility Agent (acting promptly and on the instructions of the Majority Lenders, acting reasonably) is satisfied that such release, settlement, settlement compromise or abandonment will not prejudice the interests of the Finance Parties under or in relation to any Finance Document;
(g) arrange for the execution and delivery of such guarantees as may from time to time be required by any protection and indemnity or war risks club or association in accordance with the rules of such club or association;
(h) procure that the interest of the Security Trustee as mortgagee or assignee Facility Agent is noted on all policies of insurance;
(i) procure that a loss payee provision in the form scheduled to the relevant Bareboat Charter and reflecting the provisions of Clause 17.29 (Application of Insurance Proceeds) is endorsed on all policies of insurance;
(j) obtain from the relevant insurance brokers and P&I Club letters and undertakings in form and substance satisfactory to the Facility Agent (acting in accordance with the instructions of the Majority Lenders); and
(ik) in the event that an Owner, a Borrower or the Owner Bareboat Charterer receives payment of any moneys under the Delivery General Assignment in respect of InsurancesAssignment, save as provided in the loss payable clauses scheduled to the Delivery General Assignmentrelevant Bareboat Charter, forthwith pay over the same to the Security Trustee and, Facility Agent and until paid over, over such moneys shall be held in trust for the Security Trustee Facility Agent by a Borrower, the OwnerOwner or the Bareboat Charterer, as the case may be.
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