Common use of Conditions precedent documents Clause in Contracts

Conditions precedent documents. (a) A Request in respect of any Loan may not be given until the Facility Agent has notified the Owner and the Lenders that it has received all of the documents and evidence set out in Schedule 2 (Conditions Precedent) in respect of the Loan the subject of that Request in form and substance satisfactory to the Facility Agent or that it expects to receive outstanding documents or evidence on or before the Utilisation Date of such Loan or, in the case of evidence on the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, on or before the date which falls one (1) Business Day after the date of service of the relevant Request to the Facility Agent (provided that it will be a condition precedent to the obligations of each Lender to advance such Loan that, as at the relevant Utilisation Date (or, in the case of evidence of the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, as at the date which falls one (1) Business Day after the date the Request is served), such outstanding documents or evidence have been received by the Facility Agent in form and substance satisfactory to the Facility Agent. The Facility Agent must give this notification to the Owner and the Lenders promptly upon being so satisfied. (b) That part of the Delivery Loan which relates to all or part of the Instalment payable on the Delivery Date shall, if the Delivery Date has not at such time occurred, be deposited by the Facility Agent into the account of [the Refund Guarantor]1 (the Escrow Account) with its correspondent bank in New York three Business Days prior to the proposed Delivery Date, subject to the following irrevocable instructions (addressed to [the Refund Guarantor] with a copy to the correspondent bank): “We have today credited to the account of [“Calyon”] (account number [•] with [•] ([here inset international recognition codes]) the amount of [insert here the amount of final Loan to be used in respect of the Delivery Date Instalment] United States Dollars (US$[•]) (the Deposit). This payment is made in connection with the delivery instalment which will become payable by Drillship Skopelos Owners Inc. (the Buyer) to Samsung Heavy Industries Co., Ltd. (the Builder) under the terms of the shipbuilding contract dated 24 January 2008 relating to Hull no. 1865 (the Ship). You are irrevocably instructed to order the release of the Deposit to either (a) the Builder upon your receipt of both (i) a copy of the Protocol of Delivery and Acceptance relating to the Ship signed by the Builder and the Buyer and (ii) a written confirmation from the Facility Agent that the Deposit may be released to the Builder or (b) us (for credit to account number [•] to [•] ([here insert international recognition codes]) upon your receipt of written instructions from both us and the Buyer to do so. If, by noon (Korean time) on the date which falls [five] days after the proposed Delivery Date, you have not ordered the release of the Deposit to the Builder in accordance with (a) above or to us in accordance with (b) above you shall (unless otherwise instructed by us) immediately instruct the return of the Deposit to us (for credit to the account referred to above) on and for value on the date which falls [five] days after the proposed Delivery Date”.] (c) If the Delivery Date has not occurred at the time the Request for the Delivery Loan is served, the Owner undertakes with the Finance Parties not to sign a Protocol of Delivery and Acceptance in respect of the Vessel unless the Facility Agent has confirmed that the conditions precedent referred to in Clause 3.1(a) above in respect of the Delivery Loan above have been or will, simultaneously with such signing, be satisfied.

Conditions precedent documents. (a) A Request in respect of any Loan may shall not be given drawn down until the Facility Agent has notified the Owner Borrower and the Lenders that it has received all of the documents and evidence set out in Part 1 of Schedule 2 (Initial Conditions PrecedentPrecedent Documents) in respect of the Loan the subject of that Request in form and substance satisfactory to the Facility Agent or that it expects to receive outstanding documents or evidence on or before the Utilisation Date of such date that Loan or, in the case of evidence on the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, on or before the date which falls one (1) Business Day after the date of service of the relevant Request is to the Facility Agent (provided that it will be a condition precedent to the obligations of each Lender to advance such Loan that, as at the relevant Utilisation Date (or, in the case of evidence of the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, as at the date which falls one (1) Business Day after the date the Request is served), such outstanding documents or evidence have been received by the Facility Agent in form and substance satisfactory to the Facility Agentdrawn down. The Facility Agent must give this notification to the Owner Borrower and the Lenders promptly upon being so satisfied. (b) That part of As soon as reasonably practicable following the Delivery date on which the first Loan which relates is drawn down, the Borrower shall procure that a legal opinion in form and substance reasonable satisfactory to all or part of the Instalment payable on the Delivery Date shall, if the Delivery Date has not at such time occurred, be deposited by the Facility Agent into the account Agent, issued by Global Law Office, People's Republic of [the Refund Guarantor]1 (the Escrow Account) with its correspondent bank in New York three Business Days prior China legal advisors to the proposed Delivery DateLenders, subject is provided to the following irrevocable instructions (addressed to [the Refund Guarantor] with a copy to the correspondent bank): “We have today credited to the account of [“Calyon”] (account number [•] with [•] ([here inset international recognition codes]) the amount of [insert here the amount of final Loan to be used Facility Agent, in respect of the Delivery Date Instalment] United States Dollars (US$[•]) (the Deposit). This payment is made in connection with the delivery instalment which will become payable by Drillship Skopelos Owners Inc. (the Buyer) to Samsung Heavy Industries Co., Ltd. (the Builder) under the terms execution of the shipbuilding contract dated 24 January 2008 relating to Hull no. 1865 (the Ship). You are irrevocably instructed to order the release Shipbuilding Contracts in respect of the Deposit to either (a) CSAV Vessels and K-Line Vessels and the Builder upon your receipt of both (i) a copy Time Charters in respect of the Protocol of Delivery and Acceptance relating COSCON Vessels and, if applicable, the Charter Guarantees, such opinion to the Ship signed by the Builder and the Buyer and (ii) a written confirmation from be addressed to the Facility Agent that the Deposit may be released to the Builder or (b) us (as agent for credit to account number [•] to [•] ([here insert international recognition codes]) upon your receipt and on behalf of written instructions from both us itself and the Buyer to do so. If, by noon (Korean time) on the date which falls [five] days after the proposed Delivery Date, you have not ordered the release of the Deposit to the Builder in accordance with (a) above or to us in accordance with (b) above you shall (unless otherwise instructed by us) immediately instruct the return of the Deposit to us (for credit to the account referred to above) on and for value on the date which falls [five] days after the proposed Delivery Date”Lenders.] (c) If On or prior to the Delivery Date has not occurred at last Business Day in each six (6) month period (the time the Request for the Delivery Loan is servedRelevant Period), the Owner undertakes first such period ending on 31 December 2007, in which a Refund Guarantee is issued by a Refund Guarantor established in the People's Republic of China and assigned to the Lenders pursuant to this Agreement, the Borrower shall provide the Facility Agent with evidence of the Finance Parties authority of each such Refund Guarantor to issue the relevant Refund Guarantee, including but not limited to sign the business licence and articles of association or other constating documents and, if such Refund Guarantee or Refund Guarantees are not issued by SWIFT, directors' resolutions, powers of attorney or other corporate authorities with respect to the execution of such Refund Guarantee or Refund Guarantees (whether in the form of new copies of the relevant documents or a Protocol bring down certificate with respect to documents previously provided). For the avoidance of Delivery doubt, if no Refund Guarantees are issued and Acceptance assigned to the Lenders pursuant to this Agreement in the Relevant Period, there shall be no requirement to satisfy the terms and conditions of this Clause 3.1(c). (d) Within ten (10) Business Days of the end of the Relevant Period (as defined above) and unless otherwise waived by the Majority Lenders, the Borrower shall procure that a legal opinion in form and substance reasonably satisfactory to the Facility Agent, issued by Global Law Office, People's Republic of China legal advisors to the Lenders, is provided to the Facility Agent, in respect of the Vessel unless issuance of the Refund Guarantees referred to above during that Relevant Period. For the avoidance of doubt, if no Refund Guarantees are issued and assigned to the Lenders pursuant to this Agreement in the Relevant Period, there shall be no requirement to satisfy the terms and conditions of this Clause 3.1(d). (e) A Loan in respect of a Delivery Date Instalment may not occur until the Facility Agent has confirmed notified the Borrower and the Lenders that the conditions precedent referred to in Clause 3.1(a) above in respect it has received all of the documents and evidence set out in Part 2 of Schedule 2 (Delivery Loan above have been Date Conditions Precedent Documents) in form and substance satisfactory to the Facility Agent or will, simultaneously with such signing, be that it expects to receive outstanding documents or evidence on or before the relevant Delivery Date. The Facility Agent must give this notification to the Borrower and the Lenders promptly upon being so satisfied. (f) Immediately following the date upon which a Vessel is delivered the Borrower shall provide to the Facility Agent all documents and evidence set out in Schedule 3 (Conditions Subsequent to Delivery Date) in form and substance satisfactory to the Facility Agent.

Conditions precedent documents. (a) A Request in respect of any Loan may not be given until the Facility Agent has notified the Owner and the Lenders that it has received all of the documents and evidence set out in Schedule 2 (Conditions Precedent) in respect of the Loan the subject of that Request in form and substance satisfactory to the Facility Agent or that it expects to receive outstanding documents or evidence on or before the Utilisation Date of such Loan or, in the case of evidence on the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, on or before the date which falls one (1) Business Day after the date of service of the relevant Request to the Facility Agent (provided that it will be a condition precedent to the obligations of each Lender to advance such Loan that, as at the relevant Utilisation Date (or, in the case of evidence of the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, as at the date which falls one (1) Business Day after the date the Request is served), such outstanding documents or evidence have been received by the Facility Agent in form and substance satisfactory to the Facility Agent. The Facility Agent must give this notification to the Owner and the Lenders promptly upon being so satisfied. (b) That part of the Delivery Loan which relates to all or part of the Instalment payable on the Delivery Date shall, if the Delivery Date has not at such time occurred, be deposited by the Facility Agent into the account of [the Refund Guarantor]1 (the Escrow Account) with its correspondent bank in New York three Business Days prior to the proposed Delivery Date, subject to the following irrevocable instructions (addressed to [the Refund Guarantor] with a copy to the correspondent bank): “"We have today credited to the account of [“Calyon”"The Export-Import Bank of Korea"] (account number [•] with [•·] ([here inset international recognition codes]) the amount of [insert here the amount of final Loan to be used in respect of the Delivery Date Instalment] United States Dollars (US$[•·]) (the Deposit). This payment is made in connection with the delivery instalment which will become payable by Drillship Skopelos Kithira Owners Inc. (the Buyer) to Samsung Heavy Industries Co., Ltd. (the Builder) under the terms of the shipbuilding contract dated 24 24th January 2008 relating to Hull no. 1865 (the Ship). You are irrevocably instructed to order the release of the Deposit to either (a) the Builder upon your receipt of both (i) a copy of the Protocol of Delivery and Acceptance relating to the Ship signed by the Builder and the Buyer and (ii) a written confirmation from the Facility Agent that the Deposit may be released to the Builder or (b) us (for credit to account number [•·] to [•·] ([here insert international recognition codes]) upon your receipt of written instructions from both us and the Buyer to do so. If, by noon (Korean time) on the date which falls [five5] days after the proposed Delivery Date, you have not ordered the release of the Deposit to the Builder in accordance with (a) above or to us in accordance with (b) above you shall (unless otherwise instructed by us) immediately instruct the return of the Deposit to us (for credit to the account referred to above) on and for value on the date which falls [five5] days after the proposed Delivery Date”."] (c) If the Delivery Date has not occurred at the time the Request for the Delivery Loan is served, the Owner undertakes with the Finance Parties not to sign a Protocol of Delivery and Acceptance in respect of the Vessel unless the Facility Agent has confirmed that the conditions precedent referred to in Clause 3.1(a) above in respect of the Delivery Loan above have been or will, simultaneously with such signing, be satisfied.

Conditions precedent documents. (a) A Request in respect of any Loan may not be given until the Facility Agent has notified the Owner and the Lenders that it has received all of the documents and evidence set out in Schedule 2 (Conditions Precedent) in respect of the Loan the subject of that Request in form and substance satisfactory to the Facility Agent or that it expects to receive outstanding documents or evidence on or before the Utilisation Date of such Loan or, in the case of evidence on the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, on or before the date which falls one (1) Business Day after the date of service of the relevant Request to the Facility Agent (provided that it will be a condition precedent to the obligations of each Lender to advance such Loan that, as at the relevant Utilisation Date (or, in the case of evidence of the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, as at the date which falls one (1) Business Day after the date the Request is served), such outstanding documents or evidence have been received by the Facility Agent in form and substance satisfactory to the Facility Agent. The Facility Agent must give this notification to the Owner and the Lenders promptly upon being so satisfied. (b) That part of the Delivery Loan which relates to all or part of the Instalment payable on the Delivery Date shall, if the Delivery Date has not at such time occurred, be deposited by the Facility Agent into the account of [the Refund Guarantor]1 (the Escrow Account) with its correspondent bank in New York three Business Days prior to the proposed Delivery Date, subject to the following irrevocable instructions (addressed to [the Refund Guarantor] with a copy to the correspondent bank): “We have today credited to the account of [“CalyonThe Export-Import Bank of Korea”] (account number [•] with [•] ([here inset international recognition codes]) the amount of [insert here the amount of final Loan to be used in respect of the Delivery Date Instalment] United States Dollars (US$[•]) (the Deposit). This payment is made in connection with the delivery instalment which will become payable by Drillship Skopelos Kithira Owners Inc. (the Buyer) to Samsung Heavy Industries Co., Ltd. (the Builder) under the terms of the shipbuilding contract dated 24 24th January 2008 relating to Hull no. 1865 (the Ship). You are irrevocably instructed to order the release of the Deposit to either (a) the Builder upon your receipt of both (i) a copy of the Protocol of Delivery and Acceptance relating to the Ship signed by the Builder and the Buyer and (ii) a written confirmation from the Facility Agent that the Deposit may be released to the Builder or (b) us (for credit to account number [•] to [•] ([here insert international recognition codes]) upon your receipt of written instructions from both us and the Buyer to do so. If, by noon (Korean time) on the date which falls [five5] days after the proposed Delivery Date, you have not ordered the release of the Deposit to the Builder in accordance with (a) above or to us in accordance with (b) above you shall (unless otherwise instructed by us) immediately instruct the return of the Deposit to us (for credit to the account referred to above) on and for value on the date which falls [five5] days after the proposed Delivery Date.”.] (c) If the Delivery Date has not occurred at the time the Request for the Delivery Loan is served, the Owner undertakes with the Finance Parties not to sign a Protocol of Delivery and Acceptance in respect of the Vessel unless the Facility Agent has confirmed that the conditions precedent referred to in Clause 3.1(a) above in respect of the Delivery Loan above have been or will, simultaneously with such signing, be satisfied. 1 Samsung to confirm—see Article II paragraph 5(c) of the Shipbuilding Contract.

Conditions precedent documents. (a) A Request in respect of any Loan may not be given until the Facility Agent has notified the Owner and the Lenders that it has received all of the documents and evidence set out in Schedule 2 (Conditions Precedent) in respect of the Loan the subject of that Request in form and substance satisfactory to the Facility Agent or that it expects to receive outstanding documents or evidence on or before the Utilisation Date of such Loan or, in the case of evidence on the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, on or before the date which falls one (1) Business Day after the date of service of the relevant Request to the Facility Agent (provided that it will be a condition precedent to the obligations of each Lender to advance such Loan that, as at the relevant Utilisation Date (or, in the case of evidence of the payment of the Equity Contribution, Balancing Equity Contribution or Equity Collateral, as at the date which falls one (1) Business Day after the date the Request is served), such outstanding documents or evidence have been received by the Facility Agent in form and substance satisfactory to the Facility Agent. The Facility Agent must give this notification to the Owner and the Lenders promptly upon being so satisfied. (b) That part of the Delivery Loan which relates to all or part of the Instalment payable on the Delivery Date shall, if the Delivery Date has not at such time occurred, be deposited by the Facility Agent into the account of [the Refund Guarantor]1 (the Escrow Account) with its correspondent bank in New York three Business Days prior to the proposed Delivery Date, subject to the following irrevocable instructions (addressed to [the Refund Guarantor] with a copy to the correspondent bank): “"We have today credited to the account of [“"Calyon”"] (account number [•] with [•] ([here inset international recognition codes]) the amount of [insert here the amount of final Loan to be used in respect of the Delivery Date Instalment] United States Dollars (US$[•·]) (the Deposit). This payment is made in connection with the delivery instalment which will become payable by Drillship Skopelos Owners Inc. (the Buyer) to Samsung Heavy Industries Co., Ltd. (the Builder) under the terms of the shipbuilding contract dated 24 January 2008 relating to Hull no. 1865 (the Ship). You are irrevocably instructed to order the release of the Deposit to either (a) the Builder upon your receipt of both (i) a copy of the Protocol of Delivery and Acceptance relating to the Ship signed by the Builder and the Buyer and (ii) a written confirmation from the Facility Agent that the Deposit may be released to the Builder or (b) us (for credit to account number [•] to [•] ([here insert international recognition codes]) upon your receipt of written instructions from both us and the Buyer to do so. If, by noon (Korean time) on the date which falls [five] days after the proposed Delivery Date, you have not ordered the release of the Deposit to the Builder in accordance with (a) above or to us in accordance with (b) above you shall (unless otherwise instructed by us) immediately instruct the return of the Deposit to us (for credit to the account referred to above) on and for value on the date which falls [five] days after the proposed Delivery Date”."] (c) If the Delivery Date has not occurred at the time the Request for the Delivery Loan is served, the Owner undertakes with the Finance Parties not to sign a Protocol of Delivery and Acceptance in respect of the Vessel unless the Facility Agent has confirmed that the conditions precedent referred to in Clause 3.1(a) above in respect of the Delivery Loan above have been or will, simultaneously with such signing, be satisfied. Samsung to confirm - see Article II paragraph 5(c) of the Shipbuilding Contract.