Common use of Change of Flag Clause in Contracts

Change of Flag. Notwithstanding anything to the contrary in this Agreement, the Company or a Mortgaged Vessel Guarantor may transfer or change the flag of any of its Mortgaged Vessels to the flag of a Permitted Flag Jurisdiction and in connection therewith the Administrative Agent shall release the existing Ship Mortgage and related Security Documents to which any Mortgaged Vessel is subject in connection with the transfer or change of the flag of such Mortgaged Vessel to another Permitted Flag Jurisdiction if (i) the owner of the Mortgaged Vessel has executed (A) a new Ship Mortgage (granting the Administrative Agent a security interest in such Mortgaged Vessel subject only to Permitted Liens) and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged if required by applicable law in order to perfect the security interest therein created, as to which the Administrative Agent shall be entitled to rely on an Opinion of Counsel to the Company with respect thereto; and (ii) the Mortgaged Vessel Guarantor has made arrangements reasonably satisfactory to the Administrative Agent for recording the Ship Mortgage referred to in clause (i) above in an appropriate registry office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as reasonably practicable.

Change of Flag. Notwithstanding anything to the contrary in this AgreementIndenture, the Company Co-Issuers or a Future Mortgaged Vessel Guarantor may transfer or change the flag of any of its Future Mortgaged Vessels to the flag of a Permitted Flag Jurisdiction and in connection therewith the Administrative Agent Collateral Trustee shall release the existing Ship Mortgage and related Security Documents to which any Future Mortgaged Vessel is subject in connection with the transfer or change of the flag of such Future Mortgaged Vessel to another Permitted Flag Jurisdiction if (i) the owner of the Future Mortgaged Vessel has executed (A) a new Ship Mortgage (granting the Administrative Agent Collateral Trustee a security interest Security Interest in such Future Mortgaged Vessel subject only to Permitted Liens) and (B) the related Security Documents with respect to such Future Mortgaged Vessel, dated the date such Future Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged and the appropriate governmental offices in the jurisdiction of incorporation and/or domicile of the applicable Co-Issuer or Future Mortgaged Vessel Guarantor if required by applicable law in order to perfect the Security Interest therein created (or, with respect to the Security Agreements, if no such perfection of security interest therein createdcan be obtained in the jurisdiction and/or domicile, in the appropriate governmental offices specified in the New York Uniform Commercial Code), as to which the Administrative Agent Collateral Trustee shall be entitled to conclusively rely on an Opinion of Counsel to the Company with respect thereto; and (ii) the Future Mortgaged Vessel Guarantor has made all arrangements reasonably satisfactory to the Administrative Agent necessary for recording the Ship Mortgage referred to in clause (i) above in an appropriate registry office of the Permitted Flag Jurisdiction under which the Future Mortgaged Vessel is being reflagged as soon as reasonably practicablepracticable and to make any other filing necessary to perfect the security therein.

Change of Flag. Notwithstanding anything to the contrary in this AgreementIndenture, the Company Co-Issuers or a Mortgaged Vessel Guarantor may transfer or change the flag of any of its Mortgaged Vessels to the flag of a Permitted Flag Jurisdiction and in connection therewith the Administrative Agent Collateral Trustee shall release the existing Ship Mortgage and related Security Documents to which any Mortgaged Vessel is subject in connection with the transfer or change of the flag of such Mortgaged Vessel to another Permitted Flag Jurisdiction if (i) the owner of the Mortgaged Vessel has executed (A) a new Ship Mortgage (granting the Administrative Agent Collateral Trustee a security interest Security Interest in such Mortgaged Vessel subject only to Permitted Liens) and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged if required by applicable law in order to perfect the security interest Security Interest therein created, as to which the Administrative Agent Collateral Trustee shall be entitled to rely on an Opinion of Counsel to the Company with respect thereto; and (ii) the Mortgaged Vessel Guarantor has made arrangements reasonably satisfactory to the Administrative Agent Collateral Trustee for recording the Ship Mortgage referred to in clause (i) above in an appropriate registry office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as reasonably practicable.

Change of Flag. Notwithstanding anything to the contrary in this AgreementIndenture, the Company Co-Issuers or a Mortgaged Vessel Guarantor may transfer or change the flag of any of its Mortgaged Vessels to the flag of a Permitted Flag Jurisdiction and in connection therewith the Administrative Agent Collateral Trustee shall release the existing Ship Mortgage and related Security Documents to which any Mortgaged Vessel is subject in connection with the transfer or change of the flag of such Mortgaged Vessel to another Permitted Flag Jurisdiction if (i) the owner of the Mortgaged Vessel has executed (A) a new Ship Mortgage (granting the Administrative Agent Collateral Trustee a security interest Security Interest in such Mortgaged Vessel subject only to Permitted Liens) and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged and the appropriate governmental offices in the jurisdiction of incorporation and/or domicile of the applicable Co-Issuer or Mortgaged Vessel Guarantor if required by applicable law in order to perfect the security interest Security Interest therein created, as to which the Administrative Agent Collateral Trustee shall be entitled to rely on an Opinion of Counsel to the Company with respect thereto; and (ii) the Mortgaged Vessel Guarantor has made arrangements reasonably satisfactory to the Administrative Agent Collateral Trustee for recording the Ship Mortgage referred to in clause (i) above in an appropriate registry office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as reasonably practicablepracticable and to make any other filing necessary to perfect the security therein.

Change of Flag. Notwithstanding anything to the contrary in this AgreementIndenture, the Company Co-Issuers or a Mortgaged Vessel Guarantor may transfer or change the flag of any of its Mortgaged Vessels to the flag of a Permitted Flag Jurisdiction and in connection therewith the Administrative Agent Collateral Trustee shall release the existing Ship Mortgage and related Security Documents to which any Mortgaged Vessel is subject in connection with the transfer or change of the flag of such Mortgaged Vessel to another Permitted Flag Jurisdiction if (i) the owner of the Mortgaged Vessel has executed (A) a new Ship Mortgage (granting the Administrative Agent Collateral Trustee a security interest Security Interest in such Mortgaged Vessel subject only to Permitted Liens) and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged and the appropriate governmental offices in the jurisdiction of incorporation and/or domicile of the applicable Co-Issuer or Mortgaged Vessel Guarantor if required by applicable law in order to perfect the Security Interest therein created (or, with respect to the Security Agreements, if no such perfection of security interest therein createdcan be obtained in the jurisdiction and/or domicile, in the appropriate governmental offices specified in the New York Uniform Commercial Code), as to which the Administrative Agent Collateral Trustee shall be entitled to rely on an Opinion of Counsel to the Company with respect thereto; and (ii) the Mortgaged Vessel Guarantor has made arrangements reasonably satisfactory to the Administrative Agent Collateral Trustee for recording the Ship Mortgage referred to in clause (i) above in an appropriate registry office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as reasonably practicablepracticable and to make any other filing necessary to perfect the security therein.

Change of Flag. Notwithstanding anything to the contrary in this Agreement, the Company The Parent or a Mortgaged Vessel Guarantor may transfer or change the flag of any of its Mortgaged Vessels to the flag of a Permitted Flag Jurisdiction and in connection therewith the Administrative Facility Agent shall instruct the Security Agent to release the existing Ship Mortgage and related Security Documents (insofar as they secure any obligations under the Finance Documents) to which any Mortgaged Vessel is subject in connection with the transfer or change of the flag of such Mortgaged Vessel to another Permitted Flag Jurisdiction if (i) the owner of the Mortgaged Vessel has executed (A) a new Ship Mortgage (granting the Administrative Security Agent a security interest in such Mortgaged Vessel subject only to Permitted Liens) and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged and the appropriate governmental offices in the jurisdiction of incorporation and/or domicile of the Parent or the applicable Mortgaged Guarantor if required by applicable law in order to perfect the security interest interests therein created, as to which the Administrative Facility Agent shall and the Security Agent will be entitled to rely on an Opinion of Counsel to the Company Parent with respect thereto; and (ii) the Mortgaged Vessel Guarantor has made all necessary arrangements reasonably satisfactory to the Administrative Agent for recording the Ship Mortgage referred to in clause (i) above in an the appropriate registry office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as reasonably practicablepracticable and to make any other filing necessary to perfect the security therein. In addition to the Opinion of Counsel referenced in (i)(B) above, prior to the Security Agent providing any such release, it shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel each stating that such release is authorized or permitted by the terms of the Finance Documents and that all conditions precedent provided in the Finance Documents relating to the execution and delivery of such release have been complied with. For the avoidance of doubt, the foregoing provisions shall not permit the Security Agent to release or grant any waivers or otherwise take any action with respect to releasing the Transaction Security to the extent in favour of any Secured Party other than the Finance Parties (and any such release, waiver or action with respect to any such other Secured Party shall be governed by the Debt Documents applicable to such secured parties, the Intercreditor Agreement and any Additional Intercreditor Agreement).

Change of Flag. Notwithstanding anything to the contrary in this AgreementIndenture, the Company Issuer or a Mortgaged Vessel Guarantor may transfer or change the flag of any of its Mortgaged Vessels to the flag of a Permitted Flag Jurisdiction and in connection therewith the Administrative Security Agent shall release the existing Ship Mortgage and related Security Documents (for the benefit of the Trustee and the Holders) to which any Mortgaged Vessel is subject in connection with the transfer or change of the flag of such Mortgaged Vessel to another Permitted Flag Jurisdiction if (i) the owner of the Mortgaged Vessel has executed (A) a new Ship Mortgage (granting the Administrative Security Agent a security interest Security Interest in such Mortgaged Vessel subject only to Permitted Liens) and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged and the appropriate governmental offices in the jurisdiction of incorporation and/or domicile of the applicable Issuer or Mortgaged Guarantor if required by applicable law in order to perfect the security interest Security Interests therein created, as to which the Administrative Trustee and the Security Agent shall will be entitled to rely on an Opinion of Counsel to the Company Issuer with respect thereto; and (ii) the Mortgaged Vessel Guarantor has made all necessary arrangements reasonably satisfactory to the Administrative Agent for recording the Ship Mortgage referred to in clause (i) above in an the appropriate registry office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as reasonably practicablepracticable and to make any other filing necessary to perfect the security therein. In addition to the Opinion of Counsel referenced in clause (i)(B) above, prior to the Security Agent providing any such release, the Security Agent shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel each stating that such release is authorized or permitted by the terms of this Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, and that all conditions precedent provided in this Indenture, the Intercreditor Agreement, any such Additional Intercreditor Agreement and the Security Documents relating to the execution and delivery of such release have been complied with. For the avoidance of doubt, the foregoing provisions shall not permit the Security Agent to release or grant any waivers or otherwise take any action with respect to releasing the Liens of any Secured Party other than the Trustee and the Holders over any Collateral securing liabilities owed to any such Secured Parties (and any such release, waiver or action shall be governed by the Debt Documents applicable to such Secured Parties, the Intercreditor Agreement and any Additional Intercreditor Agreement).

Change of Flag. Notwithstanding anything to the contrary in this Agreement, the Company or a Mortgaged Vessel Guarantor may transfer or change the flag of any of its Mortgaged Vessels to the flag of a Permitted Flag Jurisdiction and in connection therewith the Administrative Agent shall release the existing Ship Mortgage and related Security Documents to which any Mortgaged Vessel is subject in connection with the transfer or change of the flag of such Mortgaged Vessel to another Permitted Flag Jurisdiction if (i) the owner of the Mortgaged Vessel has executed (A) a new Ship Mortgage (granting the Administrative Agent a security interest Security Interest in such Mortgaged Vessel subject only to Permitted Liens) and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged if required by applicable law in order to perfect the security interest Security Interest therein created, as to which the Administrative Agent shall be entitled to rely on an Opinion of Counsel to the Company with respect thereto; and (ii) the Mortgaged Vessel Guarantor has made arrangements reasonably satisfactory to the Administrative Agent for recording the Ship Mortgage referred to in clause (i) above in an appropriate registry office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as reasonably practicable.

Change of Flag. Notwithstanding anything to the contrary in this Agreement, the Company or a Mortgaged Vessel Guarantor may transfer or change the flag of any of its Mortgaged Vessels to the flag of a Permitted Flag Jurisdiction and in connection therewith the Administrative Agent shall release the existing Ship Mortgage and related Security Documents to which any Mortgaged Vessel is subject in connection with the transfer or change of the flag of such Mortgaged Vessel to another Permitted Flag Jurisdiction if (i) the owner of the Mortgaged Vessel has executed (A) a new Ship Mortgage (granting the Administrative Agent a security interest Security Interest in such Mortgaged Vessel subject only to Permitted Liens) and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged if required by applicable law in order to perfect the security interest Security Interest therein created, as to which the Administrative Agent shall be entitled to rely on an Opinion of Counsel to the Company with respect thereto; and (ii) the Mortgaged Vessel Guarantor has made arrangements reasonably satisfactory to the Administrative Agent for recording the Ship Mortgage referred to in clause (i) above in an appropriate registry office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as reasonably practicable. [Signature pages follow.]

Change of Flag. Notwithstanding anything Prior to the contrary in this Agreementoccurrence of the Termination and Release, so long as no Event of Default shall have occurred and be continuing, the Company or a Mortgaged Vessel Guarantor any Guarantor, at any time and from time to time, may transfer cause record ownership and other documentation with respect to one or change the flag of any of its more Mortgaged Vessels to be transferred from Liberia to the flag of a Permitted Flag Jurisdiction and in connection therewith Bahamas, or from the Administrative Agent Bahamas to Liberia. The Trustee shall release such Mortgaged Vessel from the existing First Preferred Ship Mortgage covering such Vessel upon receipt by the Trustee of the following: (a) a First Preferred Ship Mortgage under the laws of the new jurisdiction covering such Mortgaged Vessel and, to the extent necessary, Security Documents amended to reflect such new First Preferred Ship Mortgage; (b) evidence from the shipping registry in the new jurisdiction that such Mortgaged Vessel has been duly registered under the laws of such jurisdiction and that a First Preferred Ship Mortgage under the laws of such jurisdiction was duly received for recording and was recorded in the ship registry office of the new jurisdiction in accordance with the laws of such jurisdiction and creating a first preferred mortgage lien on such Mortgaged Vessel; (c) a report of an insurance broker as required by Section 1.15(a)(iii) of the First Preferred Ship Mortgage with respect to the insurance policies maintained by the owner of such Vessel in respect of such Vessel, which report shall include loss payable 95 104 clauses substantially in the form set forth in Schedule I and Schedule II to the First Preferred Ship Mortgages; (d) an Officer's Certificate of the Company and such Guarantor dated as of the date of the transfer of registry of such vessel setting forth in substance as follows: (i) that no Event of Default has occurred and is continuing; (ii) that each of the First Preferred Ship Mortgage and related Security Documents other agreements executed and delivered by the Company or such Guarantor pursuant to which any Mortgaged Vessel is subject this Section 9.07 or in connection with the transfer or change of registry to the new jurisdiction (the "Change of Flag Documents") have been duly authorized, executed and delivered by, and is a valid and binding agreement of, the relevant Guarantor, enforceable against such Guarantor in accordance with its terms; (iii) that the execution and delivery by such Guarantor of, and the performance by such Guarantor of its obligations under the Change of Flag Documents, and the consummation of the flag transactions contemplated thereby, (A) shall not contravene (1) any provision of applicable law, (2) the certificate or articles of incorporation or by-laws of such Guarantor or any of its subsidiaries, (3) any agreement or other instrument binding upon such Guarantor or any of its subsidiaries that is material to such Guarantor and its subsidiaries taken as a whole, or (4) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Guarantor or any of its subsidiaries, (B) shall not result in or require the creation or imposition of any Lien upon or with respect to any of the properties of such Guarantor or any of its subsidiaries, except pursuant to the terms of the Indenture and the relevant Security Documents, or constitute a default under any agreement, contract, ordinance, license or permit, and (C) no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Guarantor of its obligations under the charge of Flag Documents; (iv) that neither such Guarantor nor any of its subsidiaries is (A) in violation of its certificate or articles of incorporation or by-laws, (B) in violation of any law, administrative regulation, ordinance, order, judgment or decree of any court or governmental agency, arbitration panel or authority applicable to such Guarantor or any of its subsidiaries or any of its respective properties or assets, which violation would have a material adverse effect upon such Guarantor and its subsidiaries, taken as a whole, or (C) in violation of or default under any obligation, agreement, covenant or condition contained in any contract, indenture, 96 105 time charter, agreement for freight or hire, lease, loan agreement, bond, debenture, mortgage, deed of trust, note or any other evidence of indebtedness to which such Guarantor or any of its subsidiaries is a party or by which such Guarantor or any of its subsidiaries is bound or to which any of their respective properties or assets are bound or subject, which violation or default would have a material adverse effect upon the Company and its subsidiaries, taken as a whole, or on such Guarantor, and no condition or event has occurred which, with notice or lapse of time or both would constitute a default under any such document or instrument or result in the imposition of any penalty or acceleration of any indebtedness which default, penalty or acceleration would have a material adverse effect on such Guarantor; (v) that such Guarantor has good and marketable title, free and clear of all Liens, to the relevant Mortgaged Vessel except such Liens as are imposed pursuant to the Indenture and any relevant Security Document and Permitted Liens; (vi) the representations and warranties made by such Guarantor in the Change of Flag Documents with respect to such Mortgaged Vessel to another Permitted Flag Jurisdiction if are true and correct; (ivii) that such Guarantor is Solvent (as used herein, the owner of the Mortgaged Vessel has executed term "Solvent" means that (A) the fair market value of the assets of such Guarantor is greater than the total amount of liabilities (including contingent liabilities) of such Guarantor, (B) the present fair saleable value of the assets of such Guarantor is greater than the amount that shall be required to pay the probable liabilities of such Guarantor on its debts as they become absolute and matured, (C) such Guarantor is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature and (D) such Guarantor does not have an unreasonably small capital); and (viii) that simultaneously with such change in registration a new Ship Mortgage (granting the Administrative Agent a valid first priority security interest in such Mortgaged Vessel subject only shall have been created and perfected under the laws of the new jurisdiction; and (e) an Opinion of Counsel setting forth in substance as follows: (i) that all conditions precedent herein relating to Permitted Lienssuch release have been complied with; 97 106 (ii) that the certificates, opinions and other instruments that have been delivered to the Trustee conform to the requirements of the Indenture and the Security Documents; (iii) that such Guarantor has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate the properties used in its business and to conduct its business as currently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on such Guarantor and its subsidiaries, taken as a whole; (iv) that each of the Change of Flag Documents delivered pursuant to Section 9.07 has been duly authorized, executed and delivered by, and is a valid and binding agreement of such Guarantor enforceable against such Guarantor, in accordance with its terms, except as (A) the enforceability thereof may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors' rights generally, (B) the related Security availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether considered in a proceeding in equity or at law) and (C) certain provisions of the Change of Flag Documents delivered pursuant to Section 9.07 are or may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of such agreements and each such agreement contains adequate provisions for enforcing performance of the obligations under such agreements and for the practical realization of the rights and benefits afforded thereby; (v) that the execution and delivery by such Guarantor of, and the performance by such Guarantor of its obligations under, the Change of Flag Documents delivered pursuant to Section 9.07 to which it is a party, and the consummation of the transactions contemplated thereby, (A) shall not contravene (1) any provision of applicable law, (2) the certificate or articles of incorporation or by-laws of such Guarantor or any of its subsidiaries, (3) any agreement or other instrument binding upon such Guarantor or any of its subsidiaries that is material to such Guarantor and its subsidiaries, taken as a whole, or (4) to the best of such counsel's knowledge, any judgment, order or decree of any governmental body, agency or Court having jurisdiction over such Guarantor or any subsidiary, (B) shall not result in or require the creation or imposition of any Lien upon or with respect to any of the properties of such Guarantor or any of 98 107 its subsidiaries, except pursuant to the terms of the Indenture and the Security Documents, or constitute a default under any agreement, contract, ordinance, license or permit, and (C) no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by such Guarantor of its obligations under the Change of Flag Documents delivered pursuant to Section 9.07 to which it is a party; (vi) such Guarantor has title of record to such Mortgaged Vessel, dated free and clear of all Liens, except for such Liens as are imposed pursuant to the date such Mortgaged Vessel shall be released from Indenture and any relevant Security Document; (vii) the existing First Preferred Ship Mortgage and related Security Documents delivered pursuant to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form Section 9.07 was duly received for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged if required by applicable law in order to perfect the security interest therein created, as to which the Administrative Agent shall be entitled to rely on an Opinion of Counsel to the Company with respect thereto; and (ii) the Mortgaged Vessel Guarantor has made arrangements reasonably satisfactory to the Administrative Agent for recording the Ship Mortgage referred to in clause (i) above in an appropriate ship registry office of the Permitted Flag Jurisdiction new jurisdiction in accordance with the laws of the ship registry office of the new jurisdiction and creates the first preferred mortgage lien covering such Mortgaged Vessel which it purports to create, with the First Preferred Ship Mortgage being a first preferred mortgage lien on such Mortgaged Vessel; (viii) neither such Guarantor nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the new jurisdiction; (ix) under the laws of the new jurisdiction, such Guarantor may validly and effectively agree that the validity, construction and performance of each of the Indenture and the Security Documents (other than the First Preferred Ship Mortgage) and all rights of the Trustee thereunder shall be governed by and construed in accordance with the laws of the State of New York. Such choice of law is a valid choice of law respecting the Indenture and the Security Documents (other than the First Preferred Ship Mortgage) and the submission by such Guarantor to the jurisdiction of any New York State or Federal court sitting in New York City and any appellate court from any thereof, in connection with all transactions arising out of the Indenture and the Security Documents is a valid submission to the jurisdiction of such courts. In the event a judgment of such courts against such Guarantor was obtained after service of process in the manner specified in the Indenture or any Security Document, the same would be enforced by the courts of the new jurisdiction without a further review on the merits unless: (A) the judgment was obtained by fraud; (B) the judgment was given in a manner contrary to natural justice, or the judgment was given in a manner contrary to the public policy of the new jurisdiction; (C) the judgment was in a case in which the defendant did not appear or in which an authorized person did 99 108 not appear in such defendant's behalf; (D) the judgment was not for a specific, ascertained sum of money; or (E) the judgment was not final and conclusive in accordance with the laws of the jurisdiction in which the judgment was obtained; and (x) that the Change of Flag Documents create valid security interests enforceable against the Guarantor party thereto with respect to the collateral subject thereto as security for the performance of the obligations secured thereby. After an Event of Default shall have occurred and be continuing, the Trustee may direct the Company to cause, and, if so directed, the Company shall cause, one or more Mortgaged Vessel is being reflagged as soon as reasonably practicableVessels to be transferred from Liberian flag to Bahamian flag or from Bahamian flag to Liberian flag in accordance with this Section 9.07. The Company and each Guarantor hereby appoint the Trustee the true and lawful attorney of the Company and each Guarantor, irrevocably, with full power (which power shall be deemed coupled with an interest) (in the name of the Company or each Guarantor or otherwise) to take all actions necessary to effect such transfer of flag in accordance with this Section 9.07. For purposes of clarification, this Section 9.07 shall not apply after the Termination and Release shall have occurred.