Charters. Each Vessel Owner shall be entitled to let its Collateral Vessels, pursuant to an Eligible Charter or other Charter, provided always that each Vessel Owner complies with the terms of this Agreement and the other Loan Documents (including the Concentration Limit Requirements) and:
(a) if a Vessel Owner enters into a Charter in respect of a Collateral Vessel, it promptly notifies the Administrative Agent thereof;
(b) such Vessel Owner shall either promptly obtain the consent (if required) of the Charterer to the assignment of that Charter pursuant to the General Assignment or ensure that the terms of such Charter permit assignment of that Charter without consent;
(c) such Vessel Owner serves a notice of assignment upon the Charterer pursuant to the terms of the General Assignment and, if such Vessel Owner is party to a Charter with a term that exceeds twelve (12) months (including any extension options) such Vessel Owner shall obtain an acknowledgement from the Charterer (and such Vessel Owner shall use reasonable endeavors to obtain such acknowledgement in a signed writing as opposed to by email, which shall otherwise be acceptable if such Charterer refuses to provide such acknowledgement in a signed writing);
(d) Vessel Owners may only enter into bareboat or demise charters with Eligible Bareboat Charterers, as such term is defined in Schedule 2.02, and, prior to entering into any such bareboat or demise charter, the Borrower shall procure that a Charterer’s Undertaking is provided by the applicable Charterer (unless, after using commercially reasonable efforts to procure such Charterer’s Undertaking, the Borrower is unable to reach agreement with the relevant Charterer for the provision of such Charterer’s Undertaking and the Administrative Agent consents to the foregoing). In addition, the Borrower shall procure that any such bareboat or demise charter includes an undertaking from the Charterer to the effect that such Charterer will not permit the use or operation of the applicable Collateral Vessel (i) in any country or territory that at such time is the subject of Sanctions, or (ii) in any other manner that will result in a violation by any Person, the Finance Parties or any other person participating in the Program Debt (whether as underwriter, advisor, investor or otherwise) of Sanctions;
(e) Vessel Owners shall procure the prior written consent of the Administrative Agent for any charter where more than six (6) months charterhire is paid in advance;...
Charters. The Certificate of Formation of each of the Borrower and TPVG certified by the Secretary of State of its jurisdiction of organization; and a certified copy of the Borrower’s limited liability company agreement and TPVG’s articles of incorporation;
Charters without the prior written consent of the Agent (acting on the instructions of the Lenders) and then, if such consent is given, only subject to such conditions as the Agent (acting on the instructions of the Lenders) may impose, let or agree to let any Vessel:
(i) on demise charter for any period; or
(ii) by any time or consecutive voyage charter for a term which exceeds or which by virtue of any optional extensions therein contained may exceed twelve (12) months’ duration; or
(iii) on terms whereby more than two (2) months’ hire (or the equivalent) is payable in advance; or
(iv) below a fair and reasonable arms-length rate obtainable at the time when the relevant Vessel is fixed;
Charters. AWA, at its sole discretion, may market charter flights on the Aircraft. Mesa shall operate such charter flights provided flight crews and Aircraft are available and not otherwise subject or committed to maintenance requirements. Mesa is required to operate the charters in a manner consistent with the terms of this Agreement. In respect of any charter flight, AWA and Mesa, in good faith, shall negotiate the costs and expenses to be paid by AWA for such services. Mesa, upon 90 days’ prior written notice to AWA, may use any Aircraft for company business; provided, however, that no such trips may disrupt scheduled Flights. If such trips disrupt scheduled Flights, Mesa, within 10 days after receipt of written demand, shall pay to AWA an amount equal to [***] times the number of Flights disrupted (the “Disruption Fee”). If the Disruption Fee is not paid timely, then AWA may offset the Disruption Fee against the next amounts due by AWA to Mesa.
Charters. On each Borrowing Date, any Eligible Charter relating to a Collateral Vessel which is the subject of such Borrowing shall be in full force and effect.
Charters advise the Agent promptly of any Charter of its Ship and (a) forthwith after its execution deliver a certified copy of each such Charter to the Agent, (b) forthwith following demand by the Agent execute in favour of the Security Agent a Charter Assignment and any notice of assignment required in connection therewith and promptly procure the service of any such notice of assignment on the relevant Charterer and the acknowledgement of such notice by the relevant Charterer (including, but without limitation, legal opinions regarding the valid execution and binding effect thereof) and (c) pay all legal and other costs incurred by the Agent or any other Creditor in connection with any such Charter Assignments, notice of assignment and the acknowledgement thereof.
Charters provided it has first obtained the consent of the Security Agent or any other Creditors in accordance with the relevant Ship Security Documents and/or clause 8.5, (i) deliver to the Agent, a certified copy of each time charter or other contract of employment (excluding any time-charters entered into with any of its Related Companies) of its Ship with a tenor (including any options to extend) exceeding twelve (12) months, forthwith after its execution, (ii) forthwith on the Agents request execute (1) a specific assignment of any such time charter or other contract of employment in favour of the Security Agent in a form acceptable to the Agent in its sole discretion and (2) any notice of assignment required in connection therewith in a form acceptable to the Agent in its sole discretion, and promptly procure the acknowledgement of any such notice of assignment by the relevant charterer in a form acceptable to the Agent in its sole discretion, and (iii) pay all legal and other costs incurred by any Creditor in connection with any such specific assignments, forthwith following the Agent’s demand.
Charters. In respect of each Vessel, any Time Charter in respect of that Vessel shall be in full force and effect.
Charters. (a) The Borrower will not let any of the Vessels on demise, consecutive voyage or voyage charter for any period without the consent of the Facility Agent (acting on the instructions of the Majority Lenders) such consent not to be unreasonably withheld.
(b) The Borrower shall be entitled to let its Vessels, in accordance with the terms of the Time Charters PROVIDED always that:
(i) the Borrower shall remain liable under any time charter to perform all the obligations assumed by it under the Time Charter;
(ii) the Facility Agent shall not be under any obligations or liability under any time charter or liable to make any payment under that time charter; and
(iii) the Facility Agent shall not be obliged to enforce against any charterer any term of any time charter, or to make any enquiries as to the nature or sufficiency of any payment received by the Facility Agent.
Charters provided it has first obtained the consent of the Agent or any other Creditors in accordance with the relevant Ship Security Documents, (i) deliver to the Agent, a certified copy of each time charter or other contract of employment of the Ship with a tenor (including any options to extend) exceeding six (6) months, forthwith after its execution, (ii) forthwith on the Agent's request execute (1) a specific assignment of any such time charter or other contract of employment in favour of the Mortgagees in a form acceptable to the Agent in its sole discretion and (2) any notice of assignment required in connection therewith in a form acceptable to the Agent in its sole discretion, and promptly procure the acknowledgement of any such notice of assignment by the relevant charterer in a form acceptable to the Agent in its sole discretion, and (iii) pay all legal and other costs incurred by any Creditor in connection with any such specific assignments, forthwith following the Agent's demand.
