Common use of Delivery Date Conditions Clause in Contracts

Delivery Date Conditions. On or before the Drawdown Date for Advances to be made to fund amounts due on the Delivery Date of each Collateral Vessel, the Administrative Agent shall have received the documents or evidence described in Part B of Schedule 3 in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified in Schedule 3). Notwithstanding the foregoing or anything to the contrary contained herein, but without limitation of the requirements of Section 10.4 and 10.5 hereof, an Advance may be borrowed to fund amounts due on the Delivery Date of each Collateral Vessel before the conditions precedent set forth in Part B of Schedule 3 are satisfied, provided that in any such circumstance, the Administrative Agent shall (A) on the applicable Drawdown Date, preposition an amount equal to the aggregate principal amount of the Advance at a bank or other financial institution (the “Builder’s Bank”) satisfactory to the Administrative Agent (on behalf of the Lenders), which funds shall be held at the Builder’s Bank in the name and under the sole control of the Administrative Agent and (B) issue a SWIFT MT 199 or other similar communication (each such communication, a “Disbursement Authorization”) authorizing the release of such funds by the Builder’s Bank on the relevant Delivery Date upon receipt of certain of the required documents or evidence described in Part B of Schedule 3 in form and substance reasonably satisfactory to the Administrative Agent (on behalf of the Lenders) (unless otherwise specified in Schedule 3); and provided further, that if the Delivery Date of the relevant Collateral Vessel does not occur within fifteen (15) Business Days following the relevant Drawdown Date, the funds held at the Builder’s Bank shall (at the Borrowers’ expense) be returned to the Administrative Agent for further distribution to the Lenders; and provided further, that notwithstanding the provisions of Section 6 hereof, in the event that an Advance has been prepositioned in accordance with the terms of this Section 10.3, the duration of the first Interest Period applicable to the relevant Loan shall be one (1) month, which Interest Period shall terminate upon the applicable Delivery Date (as provided in Section 6.2(c) hereof) and thereafter shall revert to the duration of each Interest Period elected by the Borrowers in accordance with Section 6.2 hereof. Notwithstanding anything to the contrary contained herein (including Sections 8.13, 8.14 and 8.17 hereof), (i) no Floating Rate Breakage Costs shall be due in connection with any return of funds to the Lenders pursuant to the final proviso of the preceding sentence, and (ii) any such returned funds may be subsequently reborrowed. For the avoidance of doubt, the Disbursement Authorization described in this Section 10.3 may include an instruction to the Builder’s Bank to hold such funds in trust and release such funds to the Builder only upon presentation by the Builder to the Builder’s Bank of a fax or emailed copy of the protocol of delivery and acceptance for the applicable Collateral Vessel duly signed by the authorized representative of each of the Builder and the applicable Borrower and countersigned by a designated person acting on behalf of the Administrative Agent.”; (ii) Part B of Schedule 3 to the Credit Agreement is amended by deleting Clause (iii). (An Assignment of Re-insurances for each Collateral Vessel); and (iii) Clause (xx) of Part B of Schedule 3 to the Credit Agreement is amended and restated as follows: “Evidence that the relevant Borrower, as owner is in compliance with the ISM and also with the International Ship and Port Facility Security Code as adopted by the IMO, such evidence being a valid Document of Compliance (being a Document issued as evidence of its compliance with the requirements of the ISM Code) duly issued and a valid interim Safety Management Certificate (being a Document issued to a vessel as evidence that the vessel operator and its shipboard management operate in accordance with an approved and structured and documented system enabling the Personnel of that vessel manager to implement effectively the safety and environmental protection policy of that vessel manager) duly issued to the respective Collateral Vessel pursuant to the ISM Code, provided that if an interim Safety Management Certificate is not available on the Delivery Date, the relevant Borrower shall deliver the interim Safety Management Certificate no later than five (5) Business Days after the relevant Delivery Date (or such longer period of time as the Administrative Agent, in its reasonable discretion, may agree).”

Delivery Date Conditions. On or before the Drawdown Date for Advances to be made to fund amounts due on the Delivery Date of each Collateral Vessel, the Administrative Agent shall have received the documents or evidence described in Part B of Schedule 3 in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified in Schedule 3). Notwithstanding the foregoing or anything to the contrary contained herein, but without limitation of the requirements of Section 10.4 and 10.5 hereof, an Advance may be borrowed to fund amounts due on the Delivery Date of each Collateral Vessel before the conditions precedent set forth in Part B of Schedule 3 are satisfied, provided that in any such circumstance, the Administrative Agent shall (A) on the applicable Drawdown Date, preposition an amount equal to the aggregate principal amount of the Advance at a bank or other financial institution (the “Builder’s Bank”) satisfactory to the Administrative Agent (on behalf of the Lenders), which funds shall be held at the Builder’s Bank in the name and under the sole control of the Administrative Agent and (B) issue a SWIFT MT 199 or other similar communication (each such communication, a “Disbursement Authorization”) authorizing the release of such funds by the Builder’s Bank on the relevant Delivery Date upon receipt of certain of the required documents or evidence described in Part B of Schedule 3 in form and substance reasonably satisfactory to the Administrative Agent (on behalf of the Lenders) (unless otherwise specified in Schedule 3); and provided further, that if the Delivery Date of the relevant Collateral Vessel does not occur within fifteen (15) Business Days following the relevant Drawdown Date, the funds held at the Builder’s Bank shall (at the Borrowers’ expense) be returned to the Administrative Agent for further distribution to the Lenders; and provided further, that notwithstanding the provisions of Section 6 hereof, in the event that an Advance has been prepositioned in accordance with the terms of this Section 10.3, the duration of the first Interest Period applicable to the relevant Loan shall be one (1) month, which Interest Period shall terminate upon the applicable Delivery Date (as provided in Section 6.2(c) hereof) and thereafter shall revert to the duration of each Interest Period elected by the Borrowers in accordance with Section 6.2 hereof. Notwithstanding anything to the contrary contained herein (including Sections 8.13, 8.14 and 8.17 hereof), (i) no Floating Rate Breakage Costs shall be due in connection with any return of funds to the Lenders pursuant to the final proviso of the preceding sentence, and (ii) any such returned funds may be subsequently reborrowed. For .” (d) Section 10.4(a) of the avoidance Credit Agreement is hereby amended and restated in its entirety as follows: (a) that the payment of doubt, any Project Cost (including Reimbursement Payments) being paid from such Advance is due on or before or within thirty (30) days after the Disbursement Authorization described in this Section 10.3 may include an instruction to the Builder’s Bank to hold such funds in trust and release such funds to relevant Drawdown Date (together with confirmation from the Builder only upon presentation by that all previous installments of the Builder Contract Price due and payable to it under the Builder’s Bank relevant Construction Contract have been paid), or, in the case of an Advance for payments to be made on the Delivery Date of a fax or emailed copy Collateral Vessel, such payment is expected to become due within 15 Business Days of the protocol of delivery and acceptance for the applicable Collateral Vessel duly signed by the authorized representative of each Drawdown Date related thereto;” (e) Section 13.8(b) of the Builder Credit Agreement is hereby amended by (i) replacing the reference to “September 30, 2015” in the first sentence thereof with “December 31, 2015”, (ii) replacing the reference to “December 31, 2015” in the first sentence thereof with “March 31, 2016”; and (iii) replacing the applicable Borrower and countersigned by a designated person acting on behalf of reference to “December 31, 2014” in the Administrative Agent.last sentence thereof with “September 30, 2015”; (iif) Part B Sections 13.10(a) and 13.10(b) of Schedule 3 to the Credit Agreement are each hereby amended by inserting the words “but excluding any exceptional, extraordinary, one off or non-recurring items” immediately following the words “as defined by GAAP” in each such Section; (g) Section 13.10(b)(iii) of the Credit Agreement is amended by deleting Clause (iii). (An Assignment of Re-insurances for each Collateral Vessel); and (iii) Clause (xx) of Part B of Schedule 3 to the Credit Agreement is hereby amended and restated in its entirety as follows: “Evidence that the relevant Borrower, as owner is in compliance with the ISM and also with the International Ship and Port Facility Security Code as adopted by the IMO, such evidence being a valid Document of Compliance (being a Document issued as evidence of its compliance with the requirements of the ISM Code) duly issued and a valid interim Safety Management Certificate (being a Document issued to a vessel as evidence that the vessel operator and its shipboard management operate in accordance with an approved and structured and documented system enabling the Personnel of that vessel manager to implement effectively the safety and environmental protection policy of that vessel manager) duly issued to the respective Collateral Vessel pursuant to the ISM Code, provided that if an interim Safety Management Certificate is not available on the Delivery Date, the relevant Borrower shall deliver the interim Safety Management Certificate no later than five (5) Business Days after the relevant Delivery Date (or such longer period of time as the Administrative Agent, in its reasonable discretion, may agree).”: