Loan Documentation. The Administrative Agent (or the Pari Passu Collateral Agent pursuant to the Intercreditor Agreement) shall have received the following, each dated as of the Closing Date unless otherwise indicated below, duly executed (as appropriate) by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent: (i) this Agreement; (ii) the Notice of Borrowing, in accordance with Section 2.03; (iii) any Note requested by a Lender pursuant to Section 2.05(f) payable to the order of such requesting Lender in the amount of its Commitment; (iv) the Security Agreement and the Pledge Agreement, together with UCC-1 financing statements, stock certificates, stock powers executed in blank, and any other documents, agreements or instruments necessary to create a security interest in the Collateral described therein; (v) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not Permitted Liens have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent); (vi) [RESERVED]; (vii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name either Borrower or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any Collateral described in any Collateral Agreement, other than such financing statements that evidence the Liens permitted under this Agreement and the other Loan Documents), which search reports shall evidence that appropriately completed Uniform Commercial Code lien financing statements naming each Borrower and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents have been filed under the Uniform Commercial Code of all jurisdictions or Companies Registry filings as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Collateral Agreements; (viii) the Intercreditor Joinder Agreements, the Intercreditor Designation Notice and the Insurance and Earnings Supplement; (ix) each Earnings Assignment (as the same has been supplemented by the Insurance and Earnings Supplement) and an account control agreement in respect thereof for the benefit of the Pari Passu Collateral Agent, (x) each Insurance Assignment; (xi) pledge agreements for each relevant jurisdiction with respect to the Equity Interests of each Credit Party other than the Parent; (xii) with respect to each Vessel, copies of each of the following: (1) certificates of ownership, abstracts of title or transcripts of registry from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of such Vessel by the relevant Credit Party and (ii) valid and current ISM/ISPS Code documentation required with respect to the Deepwater Vessels pursuant to applicable Legal Requirements and (iii) the results of maritime registry searches with respect to such Vessel, indicating no record Liens other than other than Permitted Liens; (2) copies of Panamanian Permanent Patentes respecting the Panamanian Flagged Vessels to be received on the Closing Date; (3) evidence that such Vessel has received the highest classification from the classification society issuing such class for such vessels and the conditions and recommendations of such classification society with respect to such Vessel shall be satisfactory to the Administrative Agent in its reasonable discretion; (4) a Ship Mortgage (including the Amendments and, in the case of the Platinum Explorer and the Titanium Explorer, the associated Amendment to Deed of Covenants) duly authorized, executed and delivered by the applicable Credit Party granting a Lien to the Collateral Agent in such Vessel to secure the Obligations, together with any other documents, agreements or instruments necessary to create a security interest in such Vessel and requested by the Collateral Agent, duly filed with the Panamanian or Bahamian authorities, as applicable, and otherwise in appropriate form for recording in the appropriate vessel registry and, with respect to each Panamanian Mortgage Amendment, duly provisionally filed with the Panamanian authorities; (5) duly executed Internal Charters, if any, together with any Earnings Assignment (as the same has been supplemented by the Insurance and Earnings Supplement) relating thereto, respecting the Vessels and a certificate of the Administrative Borrower describing all existing Internal Charters respecting the Vessels, and stating that the copies delivered are true, correct and complete; (6) duly executed Drilling Contracts respecting the Vessels (except with respect to the Tungsten Explorer) and a certificate of the Administrative Borrower dated as of the Closing Date and certifying that such are the only Drilling Contracts currently in effect and that the copies delivered are true, correct and complete; (7) all filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect and preserve such security interests shall have been duly effected and the Administrative Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Administrative Agent; (8) (i) evidence of insurance respecting the Vessels that complies with the insurance requirements set forth in this Agreement and the Collateral Agreements, including copies of cover notes (with loss payable clause and notice of assignment attached), letter from protection and indemnity club, (ii) a broker’s report and undertaking letter issued by the independent marine insurance broker of the Company and (iii) a report by the Collateral Agent’s independent insurance advisors describing all marine insurances in detail, and confirming that such insurances conform to the requirements of this Agreement and the Collateral Agreements, together with the Insurance and Earnings Supplement supplementing the existing Insurance Assignments; (9) (i) copies of the Tungsten Explorer Construction Contract, the Tungsten Explorer refund guarantee and the written consent of DSME and the issuer of the Tungsten Explorer refund guarantee and (ii) a certificate of the Company dated as of the Closing Date and certifying that the copies delivered pursuant to clause (i) of this paragraph are true, correct and complete; (10) copies of the perfected assignment of the Tungsten Explorer Construction Contract and the Tungsten Explorer refund guarantee; (11) copies of a duly executed Insurance and Earnings Supplement; and (12) such other documents, certificates and opinions as the Administrative Agent shall have reasonably requested;
Appears in 1 contract
Loan Documentation. The Administrative Agent (or the Pari Passu Collateral Agent pursuant to the Intercreditor Agreement) shall have received the following, each dated as of the Closing Date unless otherwise indicated below, duly executed (as appropriate) by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) this Agreement;
(ii) the Notice of Borrowing, in accordance with Section 2.03;
(iii) any Note requested by a Lender pursuant to Section 2.05(f) payable to the order of such requesting Lender in the amount of its Commitment;
(iv) the Security Agreement and the Pledge Agreement, together with UCC-1 financing statements, stock certificates, stock powers executed in blank, and any other documents, agreements or instruments necessary to create a security interest in the Collateral described therein;
(v) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not Permitted Liens have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent);
(vi) [RESERVED]appropriately completed copies of Uniform Commercial Code Form UCC-3 termination statements, if any, necessary to release all Liens (other than Permitted Liens) of any Person in any Collateral described in any Collateral Agreement previously granted by any Person;
(vii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name either Borrower or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any Collateral described in any Collateral Agreement, other than such financing statements that evidence the Liens permitted under this Agreement and the other Loan Documents), which search reports shall evidence that appropriately completed Uniform Commercial Code lien financing statements naming each Borrower and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents have been filed under the Uniform Commercial Code of all jurisdictions or Companies Registry filings as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Collateral Agreements;
(viii) the Intercreditor Joinder Agreements, the Intercreditor Designation Notice and the Insurance and Earnings SupplementAgreement;
(ix) each Earnings Assignment (as the same has been supplemented by the Insurance and Earnings Supplement) and an account control agreement in respect thereof for the benefit of the Pari Passu Collateral Agent,
(x) each Insurance Assignment;
(xi) pledge agreements for each relevant jurisdiction with respect to the Equity Interests of each Credit Party other than the Parent;
(xii) with respect to each Vessel, copies of each of the following:
(1) certificates of ownership, abstracts of title or transcripts of registry from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of such Vessel by the relevant Credit Party and (ii) valid and current ISM/ISPS Code documentation required with respect to the Deepwater Vessels pursuant to applicable Legal Requirements and (iii) the results of maritime registry searches with respect to such Vessel, indicating no record Liens liens other than other than Permitted Liens;
(2) copies of Panamanian Permanent Patentes respecting the Panamanian Flagged Vessels to be received on the Closing DateVessels;
(3) evidence that such Vessel has received the highest classification from the classification society issuing such class for such vessels and the conditions and recommendations of such classification society with respect to such Vessel shall be satisfactory to the Administrative Agent in its reasonable discretion;
(4) a Ship Mortgage (including the Amendments and, in the case of the Platinum Explorer and the Titanium Explorer, the associated Amendment to Deed of Covenants) duly authorized, executed and delivered by the applicable Credit Party granting a Lien to the Collateral Agent in such Vessel to secure the Obligations, together with any other documents, agreements or instruments necessary to create a security interest in such Vessel and requested by the Collateral Agent, duly provisionally filed with the Panamanian or Bahamian authorities, as applicable, and otherwise in appropriate form for recording in the appropriate vessel registry and, with respect to each Panamanian Mortgage Amendment, duly provisionally filed with the Panamanian authoritiesregistry;
(5) duly executed Internal Charters, if any, together with any Earnings Assignment (as the same has been supplemented by the Insurance and Earnings Supplement) relating thereto, respecting the Vessels and a certificate of the Administrative Borrower describing all existing Internal Charters respecting the Vessels, and stating that the copies delivered are true, correct and complete;
(6) duly executed Drilling Contracts respecting the Vessels (except with respect to the Tungsten Explorer) and a certificate of the Administrative Borrower dated as of the Closing Date and certifying that such are the only Drilling Contracts currently in effect and that the copies delivered are true, correct and complete;
(7) all filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect and preserve such security interests shall have been duly effected and the Administrative Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Administrative Agent;
(8) (i) evidence of insurance respecting the Vessels that complies with the insurance requirements set forth in this Agreement and the Collateral Agreements, including copies of cover notes (with loss payable clause and notice of assignment attached), letter from protection and indemnity club, (ii) a broker’s report and undertaking letter issued by the independent marine insurance broker of the Company and Company, (iii) a report by the Collateral Agent’s independent insurance advisors describing all marine insurances in detail, and confirming that such insurances conform to the requirements of this Agreement and the Collateral Agreements, together with the Insurance and Earnings Supplement supplementing the existing Insurance Assignments;
(9) (i) copies of the Tungsten Explorer Construction Contract, the Tungsten Explorer refund guarantee and the written consent of DSME and the issuer of the Tungsten Explorer refund guarantee Assignments and (iiiv) a certificate appropriate assignments of the Company dated as of the Closing Date and certifying that the copies delivered pursuant to clause (i) of this paragraph are true, correct and complete;
(10) copies of the perfected assignment of the Tungsten Explorer Construction Contract and the Tungsten Explorer refund guarantee;
(11) copies of a duly executed Insurance and Earnings Supplementsuch insurances; and
(129) such other documents, certificates and opinions as the Administrative Agent shall have reasonably requested;
Appears in 1 contract
Loan Documentation. The Administrative Agent and the Lenders shall have received.
(i) a supplement to the Security Documents or a joinder agreement in form and substance reasonably satisfactory to the Pari Passu Collateral Administrative Agent pursuant to which Online Resources and its Domestic Subsidiaries (collectively, the Intercreditor “New Credit Parties”) shall each become a Subsidiary Guarantor and grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary in support of the Secured Obligations, which such supplements or joinder agreements shall be in full force and effect;
(ii) supplements to the schedules to the Credit Agreement and the Collateral Agreement with respect to the New Credit Parties;
(iii) a certificate of a Responsible Officer of each New Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such New Credit Party executing Loan Documents (including, without limitation, the documents referred to in clause (i) above) to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation of such New Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or formation, (B) the bylaws or other governing document of such New Credit Party as in effect on the Online Resources Acquisition Closing Date, (C) resolutions duly adopted by the board of directors or other governing body of such New Credit Party authorizing and approving the transactions contemplated hereby and the execution, delivery and performance of the Loan Documents to which it is a party (including, without limitation, the documents referred to in clause (i) above), and (D) each certificate required to be delivered pursuant to Section 7(a)(iv) below;
(iv) certificates as of a recent date of the good standing of each New Credit Party under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where such New Credit Party is qualified to do business and, to the extent available and requested by the Administrative Agent, a certificate of the relevant taxing authorities of such jurisdictions certifying that such New Credit Party has filed required tax returns and owes no delinquent taxes;
(v) favorable opinions of counsel to the New Credit Parties addressed to the Administrative Agent and the Lenders with respect to the New Credit Parties, the transactions contemplated hereby and by the other Loan Documents (including, without limitation, the documents referred to in clause (i) above) and such other matters as the Lenders shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the addressees thereof);
(vi) all filings and recordations that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the followingAdministrative Agent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon;
(vii) (A) original stock certificates or other certificates evidencing the Capital Stock pledged pursuant to the Security Documents (including, without limitation, the Online Resources Shares accepted or purchased pursuant to the Online Resources Acquisition Documents), together with an undated stock power for each dated as of the Closing Date unless otherwise indicated below, such certificate duly executed in blank by the registered owner thereof or in the case of any “Uncertificated Security” (as appropriate) by all defined in the parties theretoUCC), each an agreement, in form and substance reasonably satisfactory to the Administrative Agent:
(i) this Agreement;
(ii) , executed by the Notice of Borrowing, in accordance with Section 2.03;
(iii) any Note requested by a Lender pursuant to Section 2.05(f) payable to the order issuer of such requesting Lender in Uncertificated Security, the amount applicable Credit Party or New Credit Party that is the registered owner of its Commitment;
(iv) the such Uncertificated Security Agreement and the Pledge Agreement, together with UCC-1 financing statements, stock certificates, stock powers executed in blank, and any other documents, agreements or instruments necessary to create a security interest in the Collateral described therein;
(v) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not Permitted Liens have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent);
(vi) [RESERVED];
(vii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name either Borrower or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any Collateral described in any Collateral Agreement, other than such financing statements that evidence the Liens permitted under this Agreement and the other Loan Documents), which search reports shall evidence that appropriately completed Uniform Commercial Code lien financing statements naming each Borrower and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents have been filed under the Uniform Commercial Code of all jurisdictions or Companies Registry filings as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to which such issuer agrees to comply with instructions originated by the Collateral Agreements;Administrative Agent without further consent by the applicable registered owner of such Uncertificated Security and (B) each original promissory note pledged pursuant to the Security Documents together with an undated endorsement for each such promissory note duly executed in blank by the holder thereof; and
(viii) the Intercreditor Joinder Agreements, the Intercreditor Designation Notice and the Insurance and Earnings Supplement;
(ix) each Earnings Assignment (as the same has been supplemented by the Insurance and Earnings Supplement) and an account control agreement in respect thereof for the benefit of the Pari Passu Collateral Agent,
(x) each Insurance Assignment;
(xi) pledge agreements for each relevant jurisdiction with respect to the Equity Interests of each Credit Party other than the Parent;
(xii) with respect to each Vessel, copies of each of the following:
(1) certificates of ownership, abstracts of title or transcripts of registry from appropriate authorities showing (or confirmation updating previously reviewed certificates and indicating) the registered ownership of such Vessel by the relevant Credit Party and (ii) valid and current ISM/ISPS Code documentation required with respect to the Deepwater Vessels pursuant to applicable Legal Requirements and (iii) the results of maritime registry searches with respect to such Vessel, indicating no record Liens other than other than Permitted Liens;
(2) copies of Panamanian Permanent Patentes respecting the Panamanian Flagged Vessels to be received on the Closing Date;
(3) evidence that such Vessel has received the highest classification from the classification society issuing such class for such vessels and the conditions and recommendations of such classification society with respect to such Vessel shall be satisfactory to the Administrative Agent in its reasonable discretion;
(4) a Ship Mortgage Lien search (including the Amendments anda search as to judgments, in the case of the Platinum Explorer pending litigation, bankruptcy, tax and the Titanium Explorerintellectual property matters), the associated Amendment to Deed of Covenants) duly authorized, executed and delivered by the applicable Credit Party granting a Lien to the Collateral Agent in such Vessel to secure the Obligations, together with any other documents, agreements or instruments necessary to create a security interest in such Vessel and requested by the Collateral Agent, duly filed with the Panamanian or Bahamian authorities, as applicable, and otherwise in appropriate form for recording in the appropriate vessel registry and, with respect to each Panamanian Mortgage Amendment, duly provisionally filed with the Panamanian authorities;
(5) duly executed Internal Charters, if any, together with any Earnings Assignment (as the same has been supplemented by the Insurance and Earnings Supplement) relating thereto, respecting the Vessels and a certificate of the Administrative Borrower describing all existing Internal Charters respecting the Vessels, and stating that the copies delivered are true, correct and complete;
(6) duly executed Drilling Contracts respecting the Vessels (except with respect to the Tungsten Explorer) and a certificate of the Administrative Borrower dated as of the Closing Date and certifying that such are the only Drilling Contracts currently in effect and that the copies delivered are true, correct and complete;
(7) all filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect and preserve such security interests shall have been duly effected and the Administrative Agent shall have received evidence thereof in form and substance reasonably satisfactory thereto, made against the New Credit Parties under the UCC (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the UCC should be made to the Administrative Agent;
(8) (i) evidence of insurance respecting the Vessels that complies with the insurance requirements set forth or perfect security interests in this Agreement and the Collateral Agreements, including copies of cover notes (with loss payable clause and notice of assignment attached), letter from protection and indemnity club, (ii) a broker’s report and undertaking letter issued by the independent marine insurance broker substantially all of the Company and (iii) a report by the Collateral Agent’s independent insurance advisors describing all marine insurances in detailassets of such New Credit Party, and confirming that such insurances conform to the requirements of this Agreement and the Collateral Agreements, together with the Insurance and Earnings Supplement supplementing the existing Insurance Assignments;
(9) (i) copies of the Tungsten Explorer Construction Contract, the Tungsten Explorer refund guarantee and the written consent of DSME and the issuer of the Tungsten Explorer refund guarantee and (ii) a certificate of the Company dated as of the Closing Date and certifying indicating among other things that the copies delivered pursuant to clause assets of each such New Credit Party are free and clear of any Lien (i) of this paragraph are true, correct and complete;
(10) copies of the perfected assignment of the Tungsten Explorer Construction Contract and the Tungsten Explorer refund guarantee;
(11) copies of a duly executed Insurance and Earnings Supplement; and
(12) such other documents, certificates and opinions as the Administrative Agent shall have reasonably requested;except for Permitted Liens).
Appears in 1 contract
Sources: Incremental Term Loan Agreement (Aci Worldwide, Inc.)
Loan Documentation. The Administrative Agent (or the Pari Passu Collateral Agent pursuant to the Intercreditor Agreement) shall have received the following, each dated as of the Closing Date unless otherwise indicated below, duly executed (as appropriate) by all the parties thereto, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) this Agreement;
(ii) the Notice of Borrowing, in accordance with Section 2.03;
(iii) any Note requested by a Lender pursuant to Section 2.05(f) payable to the order of such requesting Lender in the amount of its Commitment;
(iv) the Security Agreement and the Pledge Agreement, together with UCC-1 financing statements, stock certificates, stock powers executed in blank, and any other documents, agreements or instruments necessary to create a security interest in the Collateral described therein;
(v) copies of all Uniform Commercial Code, judgment and tax lien searches with respect to personal property Collateral, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement that are not Permitted Liens have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent);
(vi) [RESERVED];
(vii) certified copies of Uniform Commercial Code Requests for Information or Copies (Form UCC 11), or a similar search report certified by a party acceptable to the Collateral Agent, dated a date reasonably near to the Closing Date, listing all effective financing statements which name either Borrower or any Guarantor (under its present name and any previous names) as the debtor, together with copies of such financing statements (none of which shall cover any Collateral described in any Collateral Agreement, other than such financing statements that evidence the Liens permitted under this Agreement and the other Loan Documents), which search reports shall evidence that appropriately completed Uniform Commercial Code lien financing statements naming each Borrower and each Guarantor as a debtor and the Collateral Agent as the secured party, or other similar instruments or documents have been filed under the Uniform Commercial Code of all jurisdictions or Companies Registry filings as may be necessary or, in the reasonable opinion of the Collateral Agent and its counsel, desirable to perfect the security interests of the Collateral Agent pursuant to the Collateral Agreements;
(viii) the Intercreditor Joinder Agreements, the Intercreditor Designation Notice and the Insurance and Earnings Supplement;
(ix) each Earnings Assignment (as the same has been supplemented by the Insurance and Earnings Supplement) and an account control agreement in respect thereof for the benefit of the Pari Passu Collateral Agent,
(x) each Insurance Assignment;
(xi) pledge agreements for each relevant jurisdiction with respect to the Equity Interests of each Credit Party other than the Parent;
(xii) with respect to each Vessel, copies of each of the following:
(1i) certificates of ownershipthis Agreement duly executed by Agent, abstracts of title or transcripts of registry from appropriate authorities showing (or confirmation updating previously reviewed certificates each Lender, the Parent and indicating) the registered ownership of such Vessel by the relevant Credit Party and Borrower;
(ii) valid the Notes, to the extent requested by a ▇▇▇▇▇▇, duly executed by ▇▇▇▇▇▇▇▇ in favor of each such Lender (if any);
(iii) the Collateral Agreement and current ISM/ISPS Code documentation any and all other Security Documents required by the Agent at the Closing Date, in each case duly executed by all applicable parties;
(iv) the Agent Payments Letter duly executed by the Agent and the Borrower;
(v) the Loan Party Guaranty duly executed by each of the Loan Parties;
(vi) the Intercompany Subordination Agreement duly executed by the Ultimate Parent and each of its Subsidiaries;
(vii) a certificate or certificates of insurance evidencing the general liability and general property insurance policies of the Loan Parties, as required by Section 5.01(b);
(viii) a Notice of Borrowing with respect to the Deepwater Vessels borrowing of all Loans to be made on the Closing Date, executed by the Borrower (which must be received by Agent no later than 12:00 noon New York time one (1) Business Day prior to the Closing Date);
(ix) a duly executed certificate of a Responsible Officer of ▇▇▇▇▇▇▇▇ and each other Loan Party, certifying (i) the resolutions of the boards of directors or applicable committee thereof (or other comparable body) of such Person authorizing and directing the execution and delivery of the Loan Documents to which such Person is a party and all further agreements, instruments, certificates and other documents pursuant hereto and thereto to applicable Legal Requirements which such Person is a party; (ii) the names of the officers of each such Person who are authorized to execute and deliver the Loan Documents to which such Person is a party and all other agreements, instruments, certificates and other documents to be delivered pursuant hereto and thereto to which such Person is a party (to the extent such officer will execute a Loan Document on the Closing Date), together with the true signatures of such officers (it being understood and agreed that the Agent may conclusively rely on such certificate until the Agent shall receive any further such certificate canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate) and (iii) the results of maritime registry searches with respect to such Vessel, indicating no record Liens other than other than Permitted Liens;
(2) copies of Panamanian Permanent Patentes respecting the Panamanian Flagged Vessels to be received on the Closing Date;
Organic Documents (3) evidence that such Vessel has received the highest classification from the classification society issuing such class for such vessels and the conditions and recommendations of such classification society with respect to such Vessel shall be satisfactory to the Administrative Agent in its reasonable discretion;
(4) a Ship Mortgage (including the Amendments and, in the case of the Platinum Explorer and the Titanium Explorer, the associated Amendment to Deed of Covenants) duly authorized, executed and delivered certified by the applicable Credit Party granting a Lien to the Collateral Agent in such Vessel to secure the Obligations, together with any Secretary of State or other documents, agreements or instruments necessary to create a security interest in such Vessel and requested by the Collateral Agent, duly filed with the Panamanian or Bahamian authoritiesappropriate governmental official, as applicable, and otherwise in appropriate form for recording in the appropriate vessel registry and, with respect to each Panamanian Mortgage Amendmentcertificate of incorporation or formation, duly provisionally filed with dated reasonably prior to the Panamanian authoritiesClosing Date) of each such Person;
(5x) duly executed Internal Charters, if any, together with any Earnings Assignment (as the same has been supplemented by the Insurance and Earnings Supplement) relating thereto, respecting the Vessels and a certificate of the Administrative Borrower describing all existing Internal Charters respecting the Vessels, and stating that the copies delivered are true, correct and complete[reserved];
(6) duly executed Drilling Contracts respecting the Vessels (except with respect to the Tungsten Explorer) and a certificate of the Administrative Borrower dated as of the Closing Date and certifying that such are the only Drilling Contracts currently in effect and that the copies delivered are true, correct and complete;
(7) all filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect and preserve such security interests shall have been duly effected and the Administrative Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Administrative Agent;
(8) (i) evidence of insurance respecting the Vessels that complies with the insurance requirements set forth in this Agreement and the Collateral Agreements, including copies of cover notes (with loss payable clause and notice of assignment attached), letter from protection and indemnity club, (ii) a broker’s report and undertaking letter issued by the independent marine insurance broker of the Company and (iii) a report by the Collateral Agent’s independent insurance advisors describing all marine insurances in detail, and confirming that such insurances conform to the requirements of this Agreement and the Collateral Agreements, together with the Insurance and Earnings Supplement supplementing the existing Insurance Assignments;
(9) (i) copies of the Tungsten Explorer Construction Contract, the Tungsten Explorer refund guarantee and the written consent of DSME and the issuer of the Tungsten Explorer refund guarantee and (iixi) a certificate of the Company dated as Secretary of State or other appropriate governmental official of the jurisdiction of incorporation or formation, as applicable, of Borrower and each other Loan Party, dated reasonably prior to the Closing Date Date, stating that such Person is duly formed or qualified and certifying that the copies delivered pursuant to clause (i) of this paragraph are true, correct and complete;
(10) copies of the perfected assignment of the Tungsten Explorer Construction Contract and the Tungsten Explorer refund guarantee;
(11) copies of a duly executed Insurance and Earnings Supplementin good standing in such jurisdiction; and
(12xii) such other agreements, instruments, documents, proxies and certificates (including satisfactory lien, judgment and opinions other searches) as the Administrative Agent shall have may reasonably requested;request in writing prior to the Closing Date.
Appears in 1 contract
Sources: Credit Agreement (eHealth, Inc.)