Common use of Prepayment on Total Loss and Sale Clause in Contracts

Prepayment on Total Loss and Sale. On a Ship becoming a Total Loss (or suffering damage or being involved in an incident which in the opinion of the Bank may result in such Ship being subsequently determined to be a Total Loss) before the relevant Advance for such Ship is drawn down, the obligation of the Bank: (a) in the case of an Initial Ship to make available the Advance constituting the Facility A or the Advance constituting the Initial Revolving Amount for such Initial Ship; or (b) in the case of an Additional Ship to make that Advance of Facility B for such Additional Ship shall immediately cease and in the case of an Initial Ship the Total Facility A Commitment or at the option of the Bank, the Initial Revolving Amount shall be reduced by the amount that would have been applied in refinancing the Initial Ship as set out in Schedule 1, Part 3. On the date ninety (90) days after that on which a Mortgaged Ship became a Total Loss or immediately prior to the completion of the sale of a Mortgaged Ship or, if earlier, on the date upon which the insurance proceeds in respect of such Total Loss are or Requisition Compensation (as defined in the relevant Ship Security Documents) is received by the relevant Owner (or the Bank pursuant to the Security Documents), the Borrower shall prepay: (a) in the case of the Initial Ships that part of the Advance constituting Facility A or the Initial Revolving Amount as was applied in refinancing the relevant Initial Ship and set out in Schedule 1, Part 3; or (b) in the case of the Additional Ships the relevant Advance of Facility B applied in the financing of such Additional Ship; or (c) such greater proportion of the Loan as the Bank may in its sole discretion determine to be prepaid but in any event such amount as shall ensure that on the date of such prepayment the Security Value is not less than the Security Requirement. For the purpose of this Agreement, a Total Loss shall be deemed to have occurred: 4.5.1 In the case of an actual total loss of a Ship on the actual date and at the time such Ship was lost or, if such date is not known, on the date on which such Ship was last reported; 4.5.2 in the case of a constructive total loss of a Ship, upon the date and at the time notice of abandonment of a Ship is given to the insurers of a Ship for the time being (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred; 4.5.3 in the case of a compromised or arranged total loss, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the insurers of such Ship; 4.5.4 in the case of Compulsory Acquisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs; and 4.5.5 in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a Ship (other than where the same amounts to Compulsory Acquisition of such Ship) by any Government Entity, or by persons purporting to act on behalf of any Government Entity, which deprives the relevant Owner of the use of such Ship for more than thirty (30) days, upon the expiry of the period of thirty (30) days after the date upon which the relevant hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation occurred.

Prepayment on Total Loss and Sale. On a Ship becoming a Total Loss (or suffering damage or being involved in an incident which in the opinion of the Bank may result in such Ship being subsequently determined to be a Total Loss) before the relevant Advance for such Ship is drawn down, the obligation of the Bank: (a) in the case of an Initial Ship Lenders to make available advance the Advance constituting the Facility A or the Advance constituting the Initial Revolving Amount for such Initial Ship; or (b) in the case of an Additional Ship to make that Advance of Facility B for such Additional Ship shall immediately cease and in the case of an Initial Ship the Total Facility A Commitment or at the option of the Bank, the Initial Revolving Amount shall be reduced by the amount that would have been applied in refinancing the Initial Ship as set out in Schedule 1, Part 3of such Advance. On the date ninety (90) 140 days after that on which a Mortgaged Ship became a Total Loss or immediately prior to the completion of the sale of a Mortgaged Ship or, if earlier, on the date upon which the insurance proceeds in respect of such Total Loss are or Requisition Compensation (as defined in the relevant Ship Security DocumentsDeed of Covenant) is received by the relevant Owner Borrower (or the Bank Security Trustee pursuant to the Security Documents), the Borrower shall prepay: (a) in the case of the Initial Ships that part of the Advance constituting Facility A or the Initial Revolving Amount as was applied in refinancing the relevant Initial Ship and set out in Schedule 1, Part 3; or (b) in the case of the Additional Ships prepay the relevant Advance of Facility B applied in against that Ship and all other sums payable by the financing of such Additional Ship; or (c) such greater proportion Borrower to the Lenders pursuant to the Security Documents Provided however that on a Ship becoming a Total Loss or being sold the Borrower may, with the prior written consent of the Loan as the Bank may in its sole discretion determine Agent (such consent not to be prepaid unreasonably withheld or delayed but in any event the terms of which consent if granted shall be determined by the Agent and include, without limitation, payment by the Borrower to the Agent of a reasonable restructuring fee of such amount as shall ensure that on may be notified by the date of such Agent to the Borrower), maintain the Loan without prepayment being required by providing additional security in a form and substance acceptable to the Agent in its absolute discretion which additional security shall, as a minimum, result in the Security Value is (following the provision of such additional security) being not less than the Security Requirement. For the purpose of this Agreement, a Total Loss shall be deemed to have occurred: 4.5.1 In 4.3.1 in the case of an actual total loss of a Ship on the actual date and at the time such Ship was lost or, if such date is not known, on the date on which such Ship was last reported; 4.5.2 4.3.2 in the case of a constructive total loss of a the Ship, upon the date and at the time notice of abandonment of a the Ship is given to the insurers of a the Ship for the time being (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred; 4.5.3 4.3.3 in the case of a compromised or arranged total loss, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the insurers of such Ship; 4.5.4 4.3.4 in the case of Compulsory Acquisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs; and 4.5.5 4.3.5 in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a such Ship (other than where the same amounts to Compulsory Acquisition of such Ship) by any Government Entity, or by persons purporting to act on behalf of any Government Entity, which deprives the relevant Owner Borrower of the use of such Ship for more than thirty (30) 45 days, upon the expiry of the period of thirty (30) 45 days after the date upon which the relevant hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation occurred.

Prepayment on Total Loss and Sale. On a Ship becoming a Total Loss (or suffering damage or being involved in an incident which in the opinion of the Bank Banks may result in such Ship being subsequently determined to be a Total Loss) before Loss or on any Ship being sold with the relevant Advance for such Ship is drawn downprior written consent of the Arrangers, the obligation of the Bank: (a) in the case of an Initial Ship Banks to make available the any further Advance constituting the Facility A or the Advance constituting the Initial Revolving Amount for such Initial Ship; or (b) in the case of an Additional Ship to make that Advance of Facility B for such Additional Ship under this Agreement shall immediately cease and in the case of an Initial Ship the Total Facility A Commitment or at the option of the Bank, the Initial Revolving Amount no further Advances shall be reduced available until the Borrower has prepaid an amount calculated by multiplying the amount that would have been applied in refinancing Loan by a fraction of which the Initial numerator is equal to the Fair Market Value of such Ship as set out in Schedule 1, Part 3and the denominator is equal to the Fleet Market Value (i.e. Loan x Fair Market Value of Ship (Fleet Market Value). On Such prepayment must be made not later than the date falling ninety (90) days after that on which a Mortgaged such Ship became a Total Loss or immediately prior to the completion of the sale of a Mortgaged Ship or, if earlier, on the date upon which the insurance proceeds in respect of such Total Loss are or Requisition Compensation (as defined in the relevant Ship Security Documents) is received by the relevant Owner Borrower (or the Bank Agent/any of the Banks pursuant to the Security Documents), ) or immediately on the Borrower shall prepay: (a) in the case completion of the Initial Ships that part sale of such Ship. Any such prepayment shall be applied first in prepayment of the Advance constituting or Advances relating to that Ship and any balance shall be applied in prepayment of Facility A or the Initial Revolving Amount as was applied in refinancing the relevant Initial Ship and set out in Schedule 1, Part 3; or (b) in the case of the Additional Ships the relevant Advance of Facility B applied in the financing of such Additional Ship; or (c) such greater proportion of the Loan as the Bank may in its sole discretion determine to be prepaid but in any event such amount as shall ensure that on the date of such prepayment the Security Value is not less than the Security Requirementa pro-rata basis. For the purpose of this Agreement, a Total Loss shall be deemed to have occurred: 4.5.1 In in the case of an actual total loss of a Ship on the actual date and at the time such Ship was lost or, if such date is not known, on the date on which such Ship was last reported; 4.5.2 in the case of a constructive total loss of a Ship, upon the date and at the time notice of abandonment of a such Ship is given to the insurers of a such Ship for the time being (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred; 4.5.3 in the case of a compromised or arranged total loss, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the insurers of such a Ship; 4.5.4 in the case of Compulsory Acquisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs; and 4.5.5 in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a Ship (other than where the same amounts to Compulsory Acquisition of such Ship) by any Government Entity, or by persons purporting to act on behalf of any Government Entity, which deprives the relevant Owner Borrower of the use of such Ship for more than thirty (30) days, upon the expiry of the period of thirty (30) days after the date upon which the relevant hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation occurred.

Prepayment on Total Loss and Sale. On a Ship becoming a Total Loss (or suffering damage or being involved in an incident which in the opinion of the Bank Banks may result in such Ship being subsequently determined to be a Total Loss) before Loss or on any Ship being sold with the relevant Advance for such Ship is drawn downprior written consent of the Agent, the obligation of the Bank: Banks to make any further Advance under this Agreement (other than any Advance(s) relating to Additional Ship(s) which have already been approved by the Agent and (a) in the case respect of an Initial Ship to make available the Advance constituting the Facility A which Additional Ship(s) a Contract or the Advance constituting the Initial Revolving Amount for such Initial Ship; or Contracts has/have been executed, (b) in relation to which Advance(s) all conditions precedent to drawdown have been fully satisfied and (c) no Default has occurred or would arise as a result of the case making of an Additional Ship to make that Advance of Facility B for such Additional Ship Advance(s)) shall immediately cease and in no further Advances shall be available until the case of Borrower has prepaid an Initial Ship the Total Facility A Commitment or at the option amount equal to one hundred and ten per cent (110%) of the Bank, Loan multiplied by a fraction of which the Initial Revolving Amount shall numerator is equal to the Fair Market Value of such Ship and the denominator is equal to the Fleet Market Value (i.e. (Loan x 110%) x Fair Market Value of Ship Fleet Market Value). Such prepayment must be reduced by the amount that would have been applied in refinancing the Initial Ship as set out in Schedule 1, Part 3. On made not later than the date ninety falling one hundred and twenty (90120) days after that on which a Mortgaged such Ship became a Total Loss or immediately prior to the completion of the sale of a Mortgaged Ship or, if earlier, on the date upon which the insurance proceeds in respect of such Total Loss are or Requisition Compensation (as defined in the relevant Ship Security Documents) is received by the relevant Owner Borrower (or the Bank Agent/any of the Banks pursuant to the Security Documents), ) or immediately on the Borrower shall prepay: (a) in the case completion of the Initial Ships that part sale of such Ship. Any such prepayment shall be applied first in prepayment of the Advance constituting or Advances relating to that Ship and any balance shall be applied in prepayment of Facility A or the Initial Revolving Amount as was applied in refinancing the relevant Initial Ship and set out in Schedule 1, Part 3; or (b) in the case of the Additional Ships the relevant Advance of Facility B applied in the financing of such Additional Ship; or (c) such greater proportion of the Loan as the Bank may in its sole discretion determine to be prepaid but in any event such amount as shall ensure that on the date of such prepayment the Security Value is not less than the Security Requirementa pro-rata basis. For the purpose of this Agreement, a Total Loss shall be deemed to have occurred: 4.5.1 In in the case of an actual total loss of a Ship on the actual date and at the time such Ship was lost or, if such date is not known, on the date on which such Ship was last reported; 4.5.2 in the case of a constructive total loss of a Ship, upon the date and at the time notice of abandonment of a such Ship is given to the insurers of a such Ship for the time being (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred; 4.5.3 in the case of a compromised or arranged total loss, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the insurers of such a Ship; 4.5.4 in the case of Compulsory Acquisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs; and 4.5.5 in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a Ship (other than where the same amounts to Compulsory Acquisition of such Ship) by any Government Entity, or by persons purporting to act on behalf of any Government Entity, which deprives the relevant Owner Borrower of the use of such Ship for more than thirty (30) days, upon the expiry of the period of thirty (30) days after the date upon which the relevant hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation occurred.

Prepayment on Total Loss and Sale. On a Ship becoming a Total Loss (or suffering damage or being involved in an incident which in the opinion of the Bank Banks may result in such Ship being subsequently determined to be a Total Loss) before Loss or on any Ship being sold with the relevant Advance for such Ship is drawn downprior written consent of the Arrangers, the obligation of the Bank: Banks to make any further Advance under this Agreement (other than any Advance(s) relating to Additional Ship(s) which have already been approved by the Arrangers and the Agent and (a) in the case respect of an Initial Ship to make available the Advance constituting the Facility A which Additional Ship(s) a Contract or the Advance constituting the Initial Revolving Amount for such Initial Ship; or Contracts has/have been executed, (b) in relation to which Advance(s) all conditions precedent to drawdown have been fully satisfied and (c) no Default has occurred or would arise as a result of the case making of an Additional Ship to make that Advance of Facility B for such Additional Ship Advance(s)) shall immediately cease and in no further Advances shall be made available unless the Arrangers shall otherwise agree until the Borrower has prepaid an amount equal to the entire Total Loss proceeds or the entire sale proceeds (as the case of an Initial Ship the Total Facility A Commitment or at the option of the Bank, the Initial Revolving Amount shall may be). Such prepayment must be reduced by the amount that would have been applied in refinancing the Initial Ship as set out in Schedule 1, Part 3. On made not later than the date ninety falling one hundred and twenty (90120) days after that on which a Mortgaged such Ship became a Total Loss or immediately prior to the completion of the sale of a Mortgaged Ship or, if earlier, on the date upon which the insurance proceeds in respect of such Total Loss are or Requisition Compensation (as defined in the relevant Ship Security Documents) is received by the relevant Owner Borrower (or the Bank Agent/any of the Banks pursuant to the Security Documents), ) or immediately on the Borrower shall prepay: (a) in the case completion of the Initial Ships that part of the Advance constituting Facility A or the Initial Revolving Amount as was applied in refinancing the relevant Initial Ship and set out in Schedule 1, Part 3; or (b) in the case of the Additional Ships the relevant Advance of Facility B applied in the financing sale of such Additional Ship; or (c) such greater proportion of the Loan as the Bank may in its sole discretion determine to be prepaid but in any event such amount as shall ensure that on the date of such prepayment the Security Value is not less than the Security Requirement. For the purpose of this Agreement, a Total Loss shall be deemed to have occurred: 4.5.1 In in the case of an actual total loss of a Ship on the actual date and at the time such Ship was lost or, if such date is not known, on the date on which such Ship was last reported; 4.5.2 in the case of a constructive total loss of a Ship, upon the date and at the time notice of abandonment of a such Ship is given to the insurers of a such Ship for the time being (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred; 4.5.3 in the case of a compromised or arranged total loss, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the insurers of such a Ship; 4.5.4 in the case of Compulsory Acquisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs; and 4.5.5 in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a Ship (other than where the same amounts to Compulsory Acquisition of such Ship) by any Government Entity, or by persons purporting to act on behalf of any Government Entity, which deprives the relevant Owner Borrower of the use of such Ship for more than thirty (30) days, upon the expiry of the period of thirty (30) days after the date upon which the relevant hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation occurred.

Prepayment on Total Loss and Sale. On a Ship becoming a Total Loss (or suffering damage or being involved in an incident which in the opinion of the Bank may result in such Ship being subsequently determined to be a Total Loss) before the relevant Advance for such Ship is drawn down, the obligation of the Bank: (a) in the case of an Initial Ship Bank to make available the Advance constituting the Facility A or the Advance constituting the Initial Revolving Amount for such Initial Ship; or (b) in the case of an Additional Ship to make that Advance of Facility B for such Additional Ship shall immediately cease and in the case of an Initial Ship the Total Facility A Commitment or at the option of the Bank, the Initial Revolving Amount shall be reduced by the amount that would have been applied in refinancing the Initial Ship as set out in Schedule 1of such Advance, Part 3. On the date ninety (90) days after that on which a Mortgaged Ship became a Total Loss or immediately prior to the completion of the sale of a Mortgaged Ship or, if earlier, on the date upon which the insurance Insurance proceeds in respect of such Total Loss are or Requisition Compensation (as defined in the relevant Ship Security DocumentsDeed of Covenant or Mortgage) is received by the relevant Owner Borrower (or the Bank pursuant to the Security Documents), the Borrower Borrowers shall prepay: (a) in the case of the Initial Ships that part of the Advance constituting Facility A or the Initial Revolving Amount as was applied in refinancing the relevant Initial Ship and set out in Schedule 1, Part 3; or (b) in the case of the Additional Ships prepay the relevant Advance of Facility B applied in the financing of such Additional Ship; or (c) or such greater proportion of the Loan as the Bank may in its sole discretion determine thereupon require to be prepaid but and in any event such amount as shall ensure that on the date of such prepayment the Security Value is not less than at least equal to the Security Requirement. For the purpose of this Agreement, a Total Loss shall be deemed to have occurred: 4.5.1 4.4.1 In the case of an actual total loss of a Ship on the actual date and at the time such Ship was lost or, if such date is not known, on the date on which such Ship was last reported; 4.5.2 4.4.2 in the case of a constructive total loss of a Ship, upon the date and at the time notice of abandonment of a Ship is given to the insurers of a Ship for the time being (provided a claim for total loss is admitted by such insurers) or, if such insurers do not forthwith admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by the insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred; 4.5.3 in 4.4.3 In the case of a compromised or arranged total loss, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the insurers Insurers of such Ship; 4.5.4 4.4.4 in the case of Compulsory Acquisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs; and 4.5.5 4.4.5 in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a Ship (other than where the same amounts to Compulsory Acquisition of such Ship) by any Government Entity, or by persons purporting to act on behalf of any Government Entity, which deprives the relevant Owner Borrower of the use of such Ship for more than thirty (30) days, upon the expiry of the period of thirty (30) days after the date upon which the relevant hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation occurred.