The Rigs. Each of the Rigs are:
(a) in the absolute ownership of the relevant Rig Owner described in Schedule 2 (Guarantors and Collateral Rigs) hereto free and clear of all encumbrances (other than current crew wages and the relevant Mortgage) and, the respective Rig Owner will be the sole, legal and beneficial owner of such Rig;
(b) registered in the name of the relevant Rig Owner as described in Schedule 2 (Guarantors and Collateral Rigs) with a Ship Registry;
(c) operationally seaworthy in every way and fit for service; and
(d) classed with a classification society acceptable to the Required Lenders, free of all overdue requirements and recommendations.
The Rigs. In respect of each of the Rigs:
(a) Reports on the Market Value not being older than 3 months before the date of this Agreement of each Rig obtained in accordance with the terms of this Agreement and evidencing that the aggregate Market Value of all the Rigs is higher than 175 % of the requested amount to be borrowed on the First Utilisation Date;
(b) Satisfactory searches in maritime registries, including, but not limited evidence (by way of transcript of registry) that the Rig is registered in the name of the relevant Rig Owner in the relevant Ship Registry, that the Mortgage has been, or will in connection with the utilisation of the relevant Loan be, executed and recorded with its intended first priority against the Rig and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the Rig;
(c) An updated class certificate related to the Rig from the relevant classification society, confirming that the Rig is classed with the highest class in accordance with Clause 26.6 (Classification and repairs), free of extensions and overdue recommendations;
(d) Certificates from insurers and/or insurance brokers confirming compliance with the insurance requirements under this Agreement, including, but not limited to copies of insurance policies/cover notes documenting that insurance cover has been taken out in respect of the Rig in accordance with Clause 26.3 (Insurance) and the GIEK Guarantee, and evidencing that the Agent’s (on behalf of the Finance Parties) Security Interest in the insurance policies have been noted in accordance with the relevant notices as required under the Assignment Insurances ; and
(e) Evidence and copies (save for copies of Charter Contracts of West Orion if not permitted in accordance with applicable terms) of (i) the technical management agreement for each Rig, (ii) documents of compliance with the ISM Code and ISPS Code, (iii) bareboat charter, the Charter Contracts as well as other charter agreements for the Rigs and service contracts relating thereto, (iv) all kind of guarantees related to such Charter Contracts, service contracts or other agreements together with evidence that, where required under any employment contract for a Rig, the charterer of such Rig has accepted that it becomes subject to the relevant Mortgage. Subject to contractual agreed “quiet enjoyment” undertakings with the end-user of the Rigs to be entered into if it is required by the relevant end-user pursuant to the relevan...
The Rigs. (a) In respect of each of the Rigs satisfactory searches in maritime registries, including, but not limited evidence (by way of transcript of registry) that the Rig is registered in the name of the relevant Rig Owner in the relevant Ship Registry, that the Mortgage has been, or will in connection with the utilisation of the relevant Loan be, executed and recorded with its intended first priority against the Rig and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the Rig.
(b) Evidence that the Rig West Vencedor has been employed pursuant to the relevant Charter Contract.
The Rigs. (a) Satisfactory evidence that the Rig West Gemeni has been accepted by the charterer of the Rig on a Satisfactory Drilling Contract; and
(b) The Rigs West Orion and West Vencedor to remain employed under its respective Charter Contracts;
The Rigs. In respect of each of the Rigs satisfactory searches in maritime registries, including, but not limited evidence (by way of transcript of registry) that the Rig is registered in the name of the relevant Rig Owner in the relevant Ship Registry, that the Mortgage has been, or will in connection with the utilisation of the relevant Loan be, executed and recorded with its intended first priority against the Rig and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the Rig.
The Rigs. Each of the Rigs is (or will be at the time of delivery, as the case may be):
(a) in the absolute ownership of the relevant Rig Owner described in Schedule 2 (Borrowers, Guarantors and Collateral Rigs) hereto free and clear of all encumbrances (other than current crew wages and the relevant Mortgage) and, the respective Rig Owner will be the sole, legal and beneficial owner of such Rig;
(b) registered in the name of the relevant Rig Owner as described in Schedule 2 (Borrowers, Guarantors and Collateral Rigs) with a Ship Registry;
(c) operationally seaworthy in every way and fit for service; and
(d) classed with a classification society acceptable to the Required Lenders, free of all overdue requirements and recommendations.
The Rigs. In respect of each Collateral Rig (with the exception of West Elara):
(a) Satisfactory searches in maritime registries, including, but not limited evidence (by way of transcript of registry) that each Collateral Rig is registered in the name of the respective Rig Owner in the relevant Ship Registry, that the Mortgages have been, or will in connection with the utilisation of the relevant Loan be, executed and recorded with its intended first priority against each Collateral Rig and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the Collateral Rigs;
(b) Certificates from insurers and/or insurance brokers confirming compliance with the insurance requirements under this Agreement, including, but not limited to copies of insurance policies/cover notes documenting that insurance cover has been taken out in respect of the Collateral Rigs in accordance with Clause 24.3 (Insurance), and evidencing that the Agent’s (on behalf of the Finance Parties) Security Interest in the insurance policies have been noted in accordance with the relevant notices as required under the Assignment of Insurances;
(c) Evidence that the Collateral Rigs are employed under employment contracts the contracts described in Schedule 2 (Guarantors and Collateral Rigs).
The Rigs. (a) In consideration of the Loan made pursuant to the Loan Agreement and evidenced by the Note and by way of security for payment of all amounts due thereunder and hereunder, the Debtor does hereby sell, assign, transfer and set over unto, and grant a security interest in favor of the Secured Party and unto the Secured Party's successors' and assigns' for the Secured Party's own proper use and benefit, as security for all amounts due and owing under the Loan Agreement and the Note, all of the Debtor's right, title and interest in and to the Rigs, whether now owned or hereafter acquired and wherever located, and including, without limitation, all parts, additions, alterations or modifications thereto or replacements of any part thereof, whenever made or performed or acquired, and all removed parts until replaced, and any proceeds and products of the foregoing.
(b) The rights and equipment referred to in this Section 2.01 are collectively referred to herein as the "Collateral".
The Rigs. In consideration of the Loan made pursuant to the Agreement and evidenced by the Note and by way of security for payment of all amounts due under its Guaranty, PDC does hereby sell, assign, transfer, and set over unto, and grant a security interest in favor of, the Bank and the Bank's successors and assigns for the Bank's own proper use and benefit, as security for all amounts due and owing under its Guaranty, all of PDC's right, title, and interest in and to the Rigs, whether now owned or hereafter acquired and wherever located, and including, without limitation, all parts, additions, alterations, or modifications thereto or replacements of any part thereof, whenever made or performed or acquired, and all removed parts until replaced, and any proceeds and products of the foregoing with all attachments, accessions, tools, parts, supplies, increases, and additions to and replacements of and substitutions for the Rigs or any portion thereof.
