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INSURANCES ASSIGNMENT, 보험 위임 계약서, 영문 계약서 본문

스크랩/영문 계약서

INSURANCES ASSIGNMENT, 보험 위임 계약서, 영문 계약서

bangla 2017. 12. 14. 14:45
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INSURANCES ASSIGNMENT

 

 

BETWEEN

 

 

 

[NAME OF THE ASSIGNOR]

 

 

As Assignor

 

 

 

and

 

 

 

THE EXPORT-IMPORT BANK OF KOREA

 

 

as Lender

 

 

 

 

 

Relating to a [type of the Vessel] vessel bearing Hull Number [·]

 

 

 

 

 

Dated [·], 20[·]

 


contents

Clause                                                                                                                                  Page

1.         DEFINITIONS AND INTERPRETATION................................................................ 1

2.         ASSIGNMENT............................................................................................................. 2

3.         NOTICES...................................................................................................................... 2

4.         ENFORCEMENT.......................................................................................................... 3

5.         RECEIVER................................................................................................................... 5

6.         POWERS OF RECEIVER............................................................................................ 5

7.         APPLICATION OF PROCEEDS................................................................................ 6

8.         DELEGATION............................................................................................................. 7

9.         FURTHER ASSURANCES......................................................................................... 7

10.       POWER OF ATTORNEY............................................................................................ 7

11.       MISCELLANEOUS..................................................................................................... 7

12.       RELEASE...................................................................................................................... 7

13.       COUNTERPARTS........................................................................................................ 8

14.       GOVERNING LAW..................................................................................................... 8

Schedule

1.                  FORM OF NOTICE OF ASSIGNMENT OF OBLIGATORY INSURANCES....... 9

2.                  FORM OF LETTER OF UNDERTAKING............................................................... 10

3.                  DRAFT LETTER OF UNDERTAKING................................................................... 12

4.                  FORM OF LETTER OF UNDERTAKING............................................................... 14

5.                  FORM OF LOSS PAYABLE CLAUSE (HULL AND MACHINERY AND WAR RISKS INSURANCES).......................................................................................................... 16

6.                  FORM OF LOSS PAYABLE CLAUSE (LOSS OF EARNINGS AND/OR LOSS OF CHARTERHIRE INSURANCES)............................................................................. 17

SIGNATORIES TO INSURANCES ASSIGNMENT.......................................................... 18


 

THIS DEED is dated [·], 20[·] between: 

(1)               [name of the Assignor] a company incorporated in [·], whose registered office is at [·] (the Assignor); and

(2)               THE EXPORT-IMPORT BANK OF KOREA (the Lender).

BACKGROUND:

(A)             The Assignor enters into this Deed in connection with the Facility Agreement (as defined below).

(B)              It is intended this document takes effect as a deed notwithstanding the fact that a party may only execute this document under hand.

IT IS AGREED as follows:

1.                  DEFINITIONS AND INTERPRETATION

1.1              Definitions

In this Deed:

Act means the Law of Property Act 1925.

Assigned Property means the Obligatory Insurances.

Assigned Rights means:

(a)                all amounts payable in respect of the Obligatory Insurances; and

(b)               all the Assignor's right, title and interest in connection with the Obligatory Insurances.

Facility Agreement means the facility agreement for up to US$[·] dated on or about the date of this Deed between (among others) the Assignor as an Owner and the Lender.

Obligatory Insurances means in respect of the Vessel:

(a)                all contracts and policies of insurance and all entries in clubs and/or associations which are from time to time required to be effected and maintained in accordance with the Facility Agreement in respect of the Vessel; and

(b)               all benefits under the contracts, policies and entries under paragraph (a) above and all claims in respect of them and the return of premiums.

Receiver means an administrative receiver, receiver and manager or receiver, in each case appointed under this Deed.

Security Assets means all assets of the Assignor which are the subject of any security created by this Deed.

Secured Liabilities means all present and future obligations and liabilities (whether actual or contingent owed in any capacity whatsoever) of the Owners to the Lender under each Finance Document to which the Assignor is or becomes a party, except for any obligation which, if it were so included, would result in this Deed contravening Section 151 of the Companies Act 1985.

Security Period means the period beginning on the date of this Deed and ending on the date on which all the Secured Liabilities have been unconditionally and irrevocably paid and discharged in full.

Vessel means [type of the Vessel] vessel to be constructed in accordance with the Shipbuilding Contract with Hull Number [·]

1.2              Interpretation

(a)                Capitalised terms defined in the Facility Agreement have, unless expressly defined in this Deed, the same meaning in this Deed.

(b)               The provisions of Clause 1.2 (Construction) of the Facility Agreement apply to this Deed as if they were set out in full in this Deed except that references to the Facility Agreement are to be construed as references to this Deed. 

(c)                If the Lender considers that an amount paid by the Assignor or any other Owner under a Finance Document is capable of being avoided or otherwise set aside on the liquidation or administration of the Assignor or otherwise, then that amount shall not be considered to have been irrevocably paid for the purposes of this Deed.

(d)               A reference in this Deed to assets includes, unless the context otherwise requires, present and future assets.

2.                  ASSIGNMENT

As continuing security for the full and complete discharge of the Secured Liabilities and in consideration of the Lender agreeing to make each Loan under the Facility Agreement, the Assignor, with full title guarantee, assigns by way of security to the Lender absolutely all the Assignor's rights, title and interest in or to:

(a)                the Assigned Property; and

(b)               all of the Assigned Rights.

Unless and until an Event of Default has occurred and is continuing, the Lender agrees that the Assignor may continue to exercise all its rights in respect of the Security Assets.

3.                  NOTICES

The Assignor shall forthwith:

(a)                (i)         give notice in the form set out in Schedule 1 or in such other form as the Lender may require, and cause its insurance brokers to give notice of this Deed in respect of Obligatory Insurances, to all insurers, clubs and associations providing insurance in connection with the Vessel; and

(ii)               procure that such notice is endorsed on all policies, entries, slips, cover notes or other instruments of the Obligatory Insurances effected in respect of the Vessel;

(b)               ensure that:

(i)                 all relevant brokers, insurers, underwriters, war risk clubs and protection and indemnity associations will address to the Lender letters of undertaking in the LIBA form in the case of London brokers, in their standard form in the case of London clubs and substantially in the form set out in Schedule 2, Schedule 3 or Schedule 4 (as appropriate) in any other case; and

(ii)               the approved brokers shall retain all policies, entries, slips, cover notes or other instruments of Obligatory Insurance and supply copies of those documents to the Lender; and

(c)                ensure that a loss payable clause substantially in the form set out in Schedule 5 or Schedule 6 (as appropriate), or in their standard form in the case of London clubs, is endorsed on all Obligatory Insurances, certificates of entry, slips, cover notes or other instruments of Obligatory Insurance and that the interest of the Lender in the Obligatory Insurances by virtue of the assignment contained in this Deed ranks in all respects prior to the interest of the Assignor.

4.                  ENFORCEMENT

4.1              Enforcement of Security

This security shall become immediately enforceable if an Event of Default has occurred and is continuing and the Lender gives notice to the Assignor in accordance with Clause 18.14 (Acceleration) of the Facility Agreement. The Lender shall thereafter be entitled without notice immediately or at any time while the Event of Default is continuing to put into force and exercise all the powers and remedies possessed by it according to law as mortgagee and chargee of the Security Assets as and when it may see fit (so that sections 93 and 103 of the Act shall not apply to this security) and in particular:

 

(a)                to exercise all the rights and remedies in foreclosure and otherwise given to the Lender by any applicable law;

(b)               to exercise all or any of the Assigned Rights to the exclusion of the Assignor;

(c)                to recover and collect all moneys payable under or in respect of the Security Assets, to give a good receipt for all or any of them on behalf of the Assignor, to permit the brokers through whom collection or recovery of any of the Obligatory Insurances are effected to charge and retain the usual brokerage for their services and to require that all policies, contracts and other records relating to the Obligatory Insurances (including details of and correspondence concerning outstanding claims) be immediately delivered to or to the order of the Lender;

(d)               to take over or institute all such proceedings in connection with all or any of the Security Assets as the Lender in its absolute discretion thinks fit and to discharge, compound, release or compromise all or any of the Security Assets or claims in respect of the Security Assets;

(e)                to sell all or any of the Security Assets by public auction or private contract, at any place in the world, with or without advertisement or notice to the Assignor, for cash or on credit and otherwise and upon such terms as the Lender in its absolute discretion may determine;

(f)                to set off any moneys comprised in the Security Assets against such or any of the Secured Liabilities;

(g)               to implement any contracts included in the Security Assets, or to agree with any other party to those contracts to determine the same on such terms and conditions as the Lender and that party may agree;

(h)               to settle, arrange, compromise or submit to arbitration any accounts, claims, questions or disputes whatsoever which may arise in connection with the Security Assets or in any way relating to this Deed and execute releases or other discharges in relation to the Security Assets or this Deed;

(i)                 to bring, take, defend, compromise, submit to arbitration or discontinue any actions, suits or proceedings whatsoever, civil or criminal, in relation to the Security Assets; and

(j)                 to execute and do all such acts, deeds and things as the Lender may consider necessary or proper for or in relation to any of the above purposes.

4.2              Protection of third parties

No person (including a purchaser) dealing with the Lender or a Receiver or its or his agents will be concerned to enquire:

(a)                whether the Secured Liabilities have become payable;

(b)               whether any power which the Lender or the Receiver is purporting to exercise has become exercisable;

(c)                whether any money remains due under the Finance Documents; or

(d)               how any money paid to the Lender or to the Receiver is to be applied.

5.                  RECEIVER

5.1              Appointment of Receiver

(a)                In addition to the powers conferred above, at any time after the security created by this Deed shall have become enforceable, the Lender may appoint in writing a receiver or a receiver and manager (a Receiver) of all or any part of the Security Assets and remove a Receiver so appointed and appoint another in his stead and may from time to time fix the remuneration of a Receiver.

(b)               The Lender may by instrument in writing delegate to any Receiver all or any of the rights, powers and discretions vested in it by this Deed.

(c)                The Lender is not entitled to appoint a Receiver solely as a result of the obtaining of a moratorium (or anything done with a view to obtaining a moratorium) under the Insolvency Act 2000 except with the leave of the Court.

(d)               The Lender shall not be responsible for misconduct or negligence on the part of a Receiver.

(e)                A Receiver shall be the agent of the Assignor and the Assignor shall be responsible for his acts, defaults and remuneration and liable on any contracts made by him.

5.2              Relationship with Lender

To the fullest extent permitted by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) upon a Receiver in respect of the Security Assets may upon and at any time after the occurrence of an Event of Default be exercised by the Lender in relation to any of the Security Assets without first appointing a Receiver or notwithstanding the appointment of a Receiver.

6.                  POWERS OF RECEIVER

6.1              General

(a)                Each Receiver has, and is entitled to exercise, all of the rights, powers and discretions set out below in this Clause 6 and all such rights, powers and discretions conferred upon the Lender by this Deed in addition to those conferred by the Act on any receiver appointed under the Act and those conferred by the Insolvency Act 1986 or an administrative receiver appointed under the Insolvency Act 1986.

(b)               If there is more than one Receiver holding office at the same time, each Receiver may (unless the document appointing him states otherwise) exercise all of the powers conferred on a Receiver under this Deed individually and to the exclusion of any other Receiver.

6.2              Possession

To the extent permitted by law a Receiver may take immediate possession of, get in and collect any Security Assets.

6.3              Sale of assets

To the extent permitted by law, a Receiver may sell, exchange, convert into money and realise any Security Asset by public auction or private contract and generally in any manner and on any terms which he reasonably thinks proper.  The consideration for any such transaction may consist of cash, debentures or other obligations, shares, stock or other valuable consideration and any such consideration may be payable in a lump sum or by instalments spread over such period as he thinks fit.

6.4              Compromise

A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of the Assignor or relating in any way to any Security Asset.

6.5              Legal Actions

A Receiver may bring, prosecute, enforce, defend and abandon all actions, suits and proceedings in relation to any Security Asset which may seem to him to be expedient.

6.6              Receipts

A Receiver may give valid receipts for all moneys and execute all assurances and things which may be proper or reasonable for realising any Security Asset.

6.7              Delegation

A Receiver may delegate his powers in accordance with Clause 8 (Delegation).

6.8              Other powers

A Receiver may:

(a)                do all other acts and things which he may consider desirable or necessary for realising any Security Asset or incidental or conducive to any of the rights, powers or discretions conferred on a Receiver under or by virtue of this Deed; and

(b)               exercise in relation to any Security Asset all the powers, authorities and things which he would be capable of exercising if he were the absolute beneficial owner of the same,

and may use the  name of the Assignor for any of the above purposes.

7.                  APPLICATION OF PROCEEDS

All moneys received by the Lender or any Receiver in respect of the Security Assets after this security has become enforceable shall be applied by the Lender in or towards payment of the Secured Liabilities in the order prescribed by Clause 13.7 (Payments) of the Facility Agreement  but without prejudice to the right of the Lender to recover any shortfall from the Assignor. 

8.                  DELEGATION

The Lender may delegate by power of attorney or in any other manner to any person any right, power or discretion exercisable by the Lender under this Deed. Any such delegation may be made upon the terms (including power to sub-delegate) and subject to any regulations which the Lender may think fit.

9.                  FURTHER ASSURANCES

The Assignor shall take whatever action the Lender may reasonably require for the purposes of:

(a)                perfecting or protecting the security intended to be created by this Deed; and

(b)               facilitating the exercise of any right, power or discretion exercisable by the Lender in respect of any Security Asset.

10.              POWER OF ATTORNEY

(a)                The Assignor, by way of security, irrevocably and severally appoints the Lender and any of its respective delegates or sub-delegates to be its attorney to take any action which the Assignor is obliged to take under this Deed (but which, prior to an Event of Default, the Assignor has failed, for whatever reason, to take).

(b)               The Assignor ratifies and confirms whatever any attorney does or purports to do pursuant to the provisions of the power of attorney and to its appointment under this Clause 10.

11.              MISCELLANEOUS

11.1          Covenant to pay

The Assignor shall pay or discharge the Secured Liabilities in the manner provided for in the Finance Documents.

11.2          Continuing security

The security constituted by this Deed is continuing and will extend to the ultimate balance of all the Secured Liabilities, regardless of any intermediate payment or discharge in whole or in part.

11.3          Additional security

The security constituted by this Deed is in addition to and is not in any way prejudiced by any other security now or subsequently held by the Lender for any Secured Liability.

12.              RELEASE

Upon the expiry of the Security Period the Lender shall, at the request and cost of the Assignor, take whatever action is necessary to reassign and release the Security Assets from the security constituted by this Deed (without recourse or warranty) and consent to the revocation of all authority and instructions given pursuant to the Schedules hereto.

13.              COUNTERPARTS

This Deed may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

14.              GOVERNING LAW

This Deed shall be governed by and construed in accordance with English law.  The provisions of Clause 33 (Enforcement) of the Facility Agreement shall apply to this Deed.

This Deed has been duly executed as a deed on the date stated at the beginning of this Deed. 

 

SCHEDULE 1 

FORM OF NOTICE OF ASSIGNMENT OF OBLIGATORY INSURANCES

(for attachment by way of endorsement to the Policy)

We, [·], the Owner of [·] HEREBY GIVE NOTICE that by an Insurances Assignment dated [·], 20[·] and made by us in favour of The Export-Import Bank of Korea (the Lender), there has been assigned by us to the Lender as first priority mortgagee and assignee of the Vessel this policy and all of our rights, title and interest in and to all insurances and entries effected and to be effected in respect of the Vessel, including the insurances constituted by the Policy or entry on which this Notice is endorsed.

                                                                                For and on behalf of

                                                                                [the Owner]

                                                                               

                                                                               

                                                                               

                                                                                By: __________________________

                                                                                Title:

                                                                               

 

                                                                               

                                                                                For and on behalf of

                                                                                THE EXPORT-IMPORT BANK OF KOREA

                                                                                as Lender

                                                                               

                                                                               

                                                                               

                                                                                By: __________________________

                                                                                Title:

 

 

Dated [·], 20[·].

SCHEDULE 2 

FORM OF LETTER OF UNDERTAKING

TO BE DELIVERED BY BROKERS IN RELATION TO Hull and Machinery and War Risks

To:  The Export-Import Bank of Korea

Re: [Vessel]

We acknowledge receipt of the notice of assignment of the insurances on the above vessel (the Vessel) for attachment by way of endorsement to the policies and in consideration of your approving our appointment as brokers for the Vessel pursuant to the provisions of the Insurances Assignment made by [the Owner] (the Assignor) in your favour we hereby undertake and/or confirm:

(a)                that we have effected insurance of the Vessel for hull and machinery risks and war risks with the underwriters and upon the terms and conditions set forth in Appendix A to this letter;

(b)               that pursuant to instructions received from the Assignor to hold the insurance slips or contracts, the policies (when issued), and any renewals of such policies or new policies or any policies substituted (with your consent) therefor and the benefit of the insurances thereunder, to your order as first mortgagee and assignee in accordance with the terms of the loss payable clause set out in Appendix B to this letter and to procure that the loss payable clause shall be included in and/or endorsed on all the insurance slips, contracts, policies, renewals and substitutes as aforesaid; and

(c)                that the notice of assignment in the form of Appendix C to this letter shall be endorsed upon all cover notes, policies and insurance slips or contracts, renewals or substitutes as aforesaid.

Our above undertakings are given subject to our lien on the policies for premiums in respect of effecting the policies for the Vessel only and subject to our rights of cancellation on default in payment of any such premiums, but we undertake with you (until such time as we may receive written notice to the contrary from you) (i) that we shall only exercise our lien for unpaid premiums to the extent that such unpaid premiums are attributable or may be properly allocated to the Vessel, (ii) to advise you immediately if any premiums are not paid to us by the due date and (iii) not to exercise our right of cancellation without giving you fourteen (14) days' prior notice in writing and a reasonable opportunity of paying any outstanding premiums.

We further undertake (until such time as we may receive written notice to the contrary from you) to advise you by written notice not later than fourteen (14) days prior to the expiry of the policies aforesaid and any renewals thereof if instructions have not been received for such renewals or further renewals and in the event of our receiving instructions to renew or further to renew as aforesaid to advise you promptly of the details thereof.

Finally, we undertake to notify you immediately of any material changes which are proposed to be made in the terms of the insurance, or if we cease to be the Assignor's brokers for all purposes connected with the hull and machinery risks and war risks insurances of the Vessel, or of any circumstance or event whereby the said insurances may become invalid, voidable or otherwise unenforceable.

Yours faithfully,

 

Appendix A       -            attach details of insurances

Appendix B       -            attach loss payable clause

Appendix C       -            attach notice of assignment

SCHEDULE 3 

DRAFT LETTER OF UNDERTAKING

TO BE WRITTEN BY CLUB IN RESPECT OF PROTECTION AND INDEMNITY RISKS INSURANCES.  THE CLUB SHOULD INSERT THE  RELEVANT RULE NUMBERS BY REFERENCE TO THE NOTES AT THE END OF THIS LETTER

 

To:  The Export-Import Bank of Korea

 

Dear Sirs,

Re: [Vessel]

We note that you have taken an assignment of the insurances on the above ship.  So far as this association is concerned, the managers do not consent to such assignment for the purposes of Rule [·] [see Note 1] other than to give efficacy to the loss payable clause set out below and subject always to the association's rights under Rule [·] [see Note 1].

We do confirm however that the above ship is entered in this association for protection and indemnity risks on the terms and conditions set out or to be set out in the certificate of entry.  Furthermore, in consideration of your agreeing to the entry or continuing entry of the above ship in this association, the managers agree:

(a)                that the Assignor shall not cease to be insured by the association in respect of the above ship by reason of the assignment (see Rule [·]) [see Note 2]; and

(b)               that, notwithstanding that the above ship is mortgaged to you and that no undertaking or guarantee has been given to the association to pay all contributions due in respect of the above ship, the Assignor does not cease to be insured by reason of the operation of Rule [·] [see Note 3].

It is further agreed that the following loss payable clause will be included in the certificate of entry:

"Payment of any recovery which the Assignor is entitled to make out of the funds of the association in respect of any liability, costs or expenses incurred by it shall be made to the Assignor or to its order unless and until the association receives notice from The Export-Import Bank of Korea as first mortgagee of the ship, that the Assignor is in default under the Mortgage, in which event all recoveries shall thereafter be paid to The Export-Import Bank of Korea or to its order; provided always that no liability whatsoever shall attach to the association, its managers or their agents for failure to comply with the latter obligation until after the expiry of two (2) clear business days from the receipt of such notice."

The association undertakes:

(a)                to inform you if the association gives the Assignor of the above ship notice under Rule [·] [see Note 4] that its insurance in the association in respect of the above ship is to cease at the end of the then current policy year;

(b)               to give fourteen (14) days' prior written notice of the association's intention to cancel the insurance of Assignor by reason of its failure to pay when due and demanded any sum due from it to the association.

Yours faithfully,

 

 

Notes (the relevant Rule Numbers to be inserted)

1.          The Rule relating to prohibition of assignment.

2.         The Rule stating that the Assignor will cease to be insured if the Assignor assigns any of its interest in the ship.

3.         The Rule stating that the Assignor will cease to be insured if the ship is mortgaged without the mortgagee having given an undertaking to pay all contributions as they fall due.

4.         The Rule stating that the directors may give notice to the Assignor not later than a stated date that the insurance of the ship will cease at the end of the current policy year.

SCHEDULE 4 

FORM OF LETTER OF UNDERTAKING

TO BE DELIVERED BY BROKERS IN RELATION TO Loss of Earnings and/or Loss of Charterhire

To:  The Export-Import Bank of Korea

Re: [Vessel]

We acknowledge receipt of the notice of assignment of the insurances on the above vessel (the Vessel) for attachment by way of endorsement to the policies and in consideration of your approving our appointment as brokers for the Vessel pursuant to the provisions of the Insurances Assignment made by [the Owner] (the Assignor) in your favour we hereby undertake and/or confirm:

(c)                that we have effected insurance of the Vessel for loss of earnings and/or loss of charterhire with the underwriters and upon the terms and conditions set forth in Appendix A to this letter;

(d)               that pursuant to instructions received from the Assignor to hold the insurance slips or contracts, the policies (when issued), and any renewals of such policies or new policies or any policies substituted (with your consent) therefor and the benefit of the insurances thereunder, to your order as first mortgagee and assignee in accordance with the terms of the loss payable clause set out in Appendix B to this letter and to procure that the loss payable clause shall be included in and/or endorsed on all the insurance slips, contracts, policies, renewals and substitutes as aforesaid; and

(e)                that the notice of assignment in the form of Appendix C to this letter shall be endorsed upon all cover notes, policies and insurance slips or contracts, renewals or substitutes as aforesaid.

Our above undertakings are given subject to our lien on the policies for premiums in respect of effecting the policies for the Vessel only and subject to our rights of cancellation on default in payment of any such premiums, but we undertake with you (until such time as we may receive written notice to the contrary from you) (i) that we shall only exercise our lien for unpaid premiums to the extent that such unpaid premiums are attributable or may be properly allocated to the Vessel, (ii) to advise you immediately if any premiums are not paid to us by the due date and (iii) not to exercise our right of cancellation without giving you fourteen (14) days' prior notice in writing and a reasonable opportunity of paying any outstanding premiums.

We further undertake (until such time as we may receive written notice to the contrary from you) to advise you by written notice not later than fourteen (14) days prior to the expiry of the policies aforesaid and any renewals thereof if instructions have not been received for such renewals or further renewals and in the event of our receiving instructions to renew or further to renew as aforesaid to advise you promptly of the details thereof.

Finally, we undertake to notify you immediately of any material changes which are proposed to be made in the terms of the insurance, or if we cease to be the Assignor's brokers for all purposes connected with the loss of earnings and/or loss of charterhire insurances of the Vessel, or of any circumstance or event whereby the said insurances may become invalid, voidable or otherwise unenforceable.

Yours faithfully,

 

Appendix A       -            attach details of insurances

Appendix B       -            attach loss payable clause

Appendix C       -            attach notice of assignment

 

SCHEDULE 5 

FORM OF LOSS PAYABLE CLAUSE (HULL AND MACHINERY AND WAR RISKS INSURANCES)

By an assignment of the insurances on [·] (the Vessel) contained in an Insurances Assignment dated [·], 20[·] made by [the Owner] (the Assignor) in favour of The Export-Import Bank of Korea (the Lender), the Assignor assigned to the Lender this insurance and the benefits of this insurance, including all claims of whatsoever nature in respect of the Vessel, return of premiums, and each and every right under this Deed.

It is further noted and agreed:

(a)                that in the event of actual or constructive or compromised or agreed or arranged total loss of the Vessel the proceeds of insurance shall be paid to the Lender;

(b)               that all other losses not exceeding US$[·] shall be paid to the Assignor or its order unless and until the Assignor shall be in default under a Facility Agreement dated [·], 20[·] between, amongst others, the Assignor and Lender and if the underwriters or insurers shall have been so notified by the Lender, then such losses shall be paid to the Lender;

(c)                that all other losses exceeding US$[·] shall be paid to or in accordance with the instructions of the Lender; and

(d)               that in the event of non-payment of premiums when due, the underwriters or insurers undertake not to exercise any right of cancellation which they may have without giving fourteen (14) days' prior written notice of the cancellation to the Lender and an opportunity of paying those premiums which are in default.

SCHEDULE 6 

FORM OF LOSS PAYABLE CLAUSE (LOSS OF EARNINGS AND/OR LOSS OF CHARTERHIRE INSURANCES)

By an assignment of the insurances on [·] (the Vessel) contained in an Insurances Assignment dated [·], 20[·] made by [the Owner] (the Assignor) in favour of The Export-Import Bank of Korea (the Lender), the Assignor assigned to the Lender this insurance and the benefits of this insurance, including all claims of whatsoever nature in respect of the Vessel, return of premiums, and each and every right under this Deed.

It is further noted and agreed:

(a)                that all losses shall be paid to account number [·] held with [·] and designated the ["Earnings Account"] or such other account as the Lender may notify to the underwriters or insurers from time to time unless and until the Assignor shall be in default under a Facility Agreement dated [·], 20[·] between, amongst others, the Assignor and Lender and if the underwriters or insurers shall have been so notified by the Lender, then such losses shall be paid direct to the Lender;

(b)               that in the event of non-payment of premiums when due, the underwriters or insurers undertake not to exercise any right of cancellation which they may have without giving fourteen (14) days' prior written notice of the cancellation to the Lender and an opportunity of paying those premiums which are in default.

 

SIGNATORIES TO INSURANCES ASSIGNMENT

ASSIGNOR

SIGNED as a deed by

[·]

[as attorney for]

[·]

in the presence of:

 

 

 

LENDER

SIGNED as a deed by

[·]

as attorney for

THE EXPORT-IMPORT BANK OF KOREA

in the presence of:

 

3_10 Insurances Assignment.DOC

 

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