OPERATIONAL UNDERTAKINGS. The Borrower hereby further undertakes with the Lender to comply with the following provisions of this Clause 22 at all relevant times during the Security Period except as the Lender may otherwise previously permit in writing:
22.01 to ensure that the Ship shall be kept registered as a Liberian flag ship at the port of Monrovia, Liberia, (or under such other flag as may be acceptable to the Lender in its reasonable discretion) and not to do or suffer to be done anything whereby such registration may be forfeited or imperilled;
22.02 to ensure that all the Earnings of the Ship are paid into the Earnings Account;
22.03 to pay as and when due and payable, all taxes, assessments, levies, governmental charges, fines and penalties lawfully imposed on and enforceable against the Ship;
22.04 to ensure that the Ship (or any share thereof or interest therein) shall not be sold transferred, mortgaged, charged, hypothecated or abandoned (save in the case of maritime necessity) and that neither the Insurances nor the Earnings of the Ship or any Requisition Compensation will be assigned otherwise than in favour of the Lender;
22.05 to ensure that the Ship shall neither be employed and/or operated in a manner contrary to any law or regulation in any relevant jurisdiction including without limitation to the ISM Code and the ISPS Code and all Sanctions and neither Borrower nor the Manager will engage in any unlawful trade or carry any cargo that may expose the Ship to penalty, forfeiture or capture and in the event of hostilities in any part of the world (whether a war be declared or not) nor employ the Ship or voluntarily suffer her employment in carrying any contraband goods;
22.06 not to create or permit to be created or continued any lien or Encumbrance(s) on the Ship and/or the Insurances and/or the Earnings and/or any Requisition Compensation (other than Permitted Liens) and to satisfy all claims and demands which if unpaid might in law or by statute or otherwise create a lien or Encumbrance(s) and (without prejudice to the generality of the foregoing) to procure that no lien or Encumbrance(s) is created or permitted to be created or continued on the Ship for any reason whatsoever;
22.07 on the request of the Lender, to provide to and procure that the Lender shall be provided with satisfactory evidence that the wages, allotments, insurance and pension contributions of the Master and crew of the Ship are being paid in accordance with the relevant agreements relating t...
OPERATIONAL UNDERTAKINGS. 19.1 The Borrowers hereby undertake with the Creditor Parties that on the Delivery Date of each Vessel and throughout the Security Period thereafter, shall comply with the following provisions of this Clause 19 except as the Security Trustee may, with the authorization of the Instructing Group, otherwise permit:
19.1.1 to procure that each Vessel shall be duly registered under the laws and the flag approved by the Creditor Parties in the ownership of the Owner thereof and not do or suffer to be done anything whereby the registration may be forfeited or imperilled;
19.1.2 to appoint and/or keep the Manager appointed as manager of the Vessels and not vary or terminate this appointment;
19.1.3 not save as contemplated in the Finance Documents, to create, incur or permit to subsist any Encumbrance over the Vessels, the Earnings, the Insurances or the Requisition Compensation or all or any of the present or future assets of the Borrowers or either of them (other than any Permitted Encumbrance);
19.1.4 not at any time to represent to a third party that the Creditor Parties (or any of them) are carrying cargo in the Vessels or either of them or are in any way connected or associated with an operation or carriage being undertaken by them or have any operational interest in the Vessels or either of them;
19.1.5 not to voyage or time charter the Vessels or either of them or place them/her under contract for employment (a) for any period which when aggregated with any optional periods of extension contained in the said charter or contract, would exceed twelve (12) months or (b) at a charter rate which is below the market rate at the time of the charter fixture and in case of a Vessel being employed for more than twelve (12) months, after having obtained the Security Trustee’s consent acting on the instructions of the Instructing Group, the Security Trustee shall be furnished with (i) details and documentary evidence satisfactory to the Security Trustee In its sole discretion in respect of the new employment and (ii) upon Security Trustee’s request, a specific assignment in favour of the Security Trustee of the benefit of such charter together with a notice of any such assignment addressed to the relevant charterer and endorsed with an acknowledgement of receipt by the relevant charterer all in form and substance satisfactory to the Security Trustee;
19.1.6 not to demise charter the Vessels or either of them for any period whatsoever;
19.1.7 not without the prior writ...
OPERATIONAL UNDERTAKINGS. Lessee undertakes with Lessor that at all times from Delivery until expiration or earlier termination of the Lease Period and redelivery of the Aircraft to Lessor in accordance with the terms of this Agreement to comply with the following provisions of this Article 9.
OPERATIONAL UNDERTAKINGS. Each Sub-Lease shall contain provisions corresponding in all material respects with (or imposing more onerous obligations on the Sub-Lessee than) the Operational Undertakings, other than:
(a) any covenants or undertakings which relate to the execution, registration, perfection, filing, notarising, recording or the taking of any other action in respect of any Mortgage, any English Law Mortgage, any Security Document or the rights and interests of the Security Trustee or any Finance Party under any Transaction Document; or
(b) any covenants or undertakings which relate to the reimbursement or indemnification of the Security Trustee in respect of any costs or expenses of the type referred to in the Operational Undertakings or to the giving of any notice to the Security Trustee; or
(c) any provisions which contain references to the exercise by the Security Trustee of any discretion or which refer or relate to any act, matter or thing being acceptable to, consented to, by or approved by the Security Trustee. In addition, the definition of Permitted Lien (or the equivalent thereof) in any Sub-Lease may include any Liens created or arising by or through, or as a result of any act or omission of, any person other than the Sub-Lessee, except any such Liens which are created or arise as a result of matters for which the Sub-Lessee is responsible under the terms of the Sub-Lease, by way of any formulation thereof which is consistent with the Standard.
OPERATIONAL UNDERTAKINGS. The Borrowers hereby undertake with the Creditor Parties that throughout the Security Period the Borrowers shall comply with the following provisions of this Clause 19 except as the Security Trustee may, with the authority of the Instructing Group, otherwise permit:
OPERATIONAL UNDERTAKINGS. The Borrower gives the same undertakings to the Lender as given by the Sellers to the Purchasers in clause 5.1 (Sellers’ Obligations in Relation to the Operation of the Group) and clause 5.2 (Sellers’ notification requirements) of the Acquisition Agreement.
OPERATIONAL UNDERTAKINGS. 46 13. Inspection of the Equipment.........................................................................53 14. Insurance...........................................................................................53 15.
OPERATIONAL UNDERTAKINGS. References herein to “the Vessel” apply to the Vessels and any substitute, as appropriate.
OPERATIONAL UNDERTAKINGS. 26 13. INSURANCE.................................................... 36
