Common use of Re-flagging of Vessels Clause in Contracts

Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indenture, a Restricted Subsidiary may reconstitute or continue itself in another jurisdiction, amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x or any Permitted Jurisdiction; provided that contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under ‎‎Section 11.04, (x) the Issuer or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent and the Trustee, (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Five will not apply to a reconstitution, amalgamation or merger permitted under this ‎‎Section 4.24.

Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indentureherein, an All-Assets Grantor may re-flag a Restricted Subsidiary may Vessel that it owns or bareboat charters or reconstitute or continue itself in another jurisdiction, or amalgamate or merge with or into another Restricted SubsidiaryGuarantor (which shall then become an All-Assets Grantor), for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary Person remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x or any Permitted Re-Flagging Jurisdiction; provided that contemporaneously with as promptly as practicable following the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under ‎‎Section 11.04, Section 11.04 (x) the Issuer or the relevant Restricted Subsidiary any All-Assets Grantor grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent Trustee and the TrusteeCollateral Agent, (1) either (x) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, opinion from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, flagging or (2y) a certificate from an Officer Officer’s Certificate of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flaggingflagging and states that all covenants and conditions precedent to the re-flagging set forth in this Indenture and the Security Documents, if any, have been complied with, and (32) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form ) stating that all covenants and substance reasonably satisfactory conditions precedent to the Trusteere-flagging set forth in this Indenture and the Security Documents, if any, have been complied with and confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken retaken, are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Article Five will not apply to a reconstitution, amalgamation or merger permitted under this ‎‎Section 4.24Section 4.25.

Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indenture, a Restricted Subsidiary may reconstitute or continue itself in another jurisdiction, amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x Moody’s or any Permitted Jurisdiction; provided that contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under ‎‎Section Section 11.04, (x) the Issuer Company or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Article Five will not apply to a reconstitution, amalgamation reconstitution or merger permitted under this ‎‎Section Section 4.24.

Re-flagging of Vessels. Notwithstanding anything to the contrary in this IndentureAgreement, a Restricted Subsidiary may reconstitute or continue itself in another jurisdiction, amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it 91 owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x Moody’s or any Permitted Jurisdiction; provided that contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes Obligations were released as provided for under ‎‎Section 11.04Section 13.5, (x) the Issuer Company or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets securing the Obligations and (y) the Issuer Lead Borrower delivers to the Security Agent and the TrusteeAdministrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the TrusteeAdministrative Agent, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the TrusteeAdministrative Agent, confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Five Section 6.2.4 will not apply to a reconstitution, amalgamation reconstitution or merger permitted under this ‎‎Section 4.24Section 6.1.10.

Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indentureherein, a Restricted Subsidiary may reconstitute or continue itself in another jurisdiction, amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x or any Permitted Jurisdiction; provided that contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under ‎‎Section Section 11.04, (x) the Issuer Issuer, the Parent Guarantor or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer Parent Guarantor delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected LiensLiens not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not otherwise subject to immediately prior to such release and retake. For the avoidance of doubt, the provisions of ‎Article Article Five will not apply to a reconstitution, amalgamation reconstitution or merger permitted under this ‎‎Section 4.24Section 4.28.

Re-flagging of Vessels. Notwithstanding anything Subject to Section 6.05, the contrary Borrower or a Guarantor may re-flag a Vessel that it owns or bareboat charters, or, solely in this Indenturethe case of a Guarantor, a Restricted Subsidiary may reconstitute or continue itself in another jurisdictionjurisdiction (so long as (i) such reconstitution or continuation would not result in material adverse tax consequences to the Administrative Agent or the Lenders, as reasonably determined by the Administrative Agent and the Borrower and (ii) so long as such Guarantor or its successor continues to be a Guarantor), or amalgamate or merge with or into another Restricted SubsidiaryGuarantor, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary Person remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x or any Permitted Re-Flagging Jurisdiction; provided that contemporaneously with as promptly as practicable following the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes Obligations were released as provided for under ‎‎Section 11.04, the Collateral Trust Agreement (x) the Issuer Borrower or the relevant Restricted Subsidiary Guarantor grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer Borrower delivers to the Security Administrative Agent and the Collateral Trustee, (1) either (x) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, opinion from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer Holdings and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, flagging or (2y) a certificate from an Officer Officer’s Certificate of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flaggingflagging and states that all covenants and conditions precedent to the re-flagging set forth in this Agreement and the Security Documents, if any, have been complied with, and (32) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form a execute and substance reasonably satisfactory deliver to the TrusteeAdministrative Agent and the Collateral Trustee such amendments or supplements to the relevant Security Documents or such other documents, confirming that, after giving effect including without limitation customary legal opinions to any transactions related to such re-flagging, the Lien or Liens created under extent reasonably requested by the Security DocumentAdministrative Agent, as so released and retaken are valid and perfected Liens. For the avoidance of doubt, Administrative Agent shall deem reasonably necessary to grant to the provisions of ‎Article Five will not apply to Collateral Trustee a reconstitution, amalgamation or merger permitted under this ‎‎Section 4.24Lien on such Vessel.

Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indenture, a Restricted Subsidiary may reconstitute or continue itself in another jurisdiction, amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x or any Permitted Jurisdiction; provided that that, prior to a Security Fall-Away Event, contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under ‎‎Section Section 11.04, (x) the Issuer Company or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Article Five will not apply to a reconstitution, amalgamation reconstitution or merger permitted under this ‎‎Section Section 4.24.

Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indenture, a Restricted Subsidiary may reconstitute or continue itself in another jurisdiction, or amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade Investment Grade credit rating from either S&P or Xxxxx’x Moody’s or any Permitted Jurisdiction; provided that contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under ‎‎Section 11.04, (x) the Issuer or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent and the Trustee, (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Five will not apply to a reconstitution, amalgamation or merger permitted under this ‎‎Section 4.24.

Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indentureherein, the Issuer or a Restricted Subsidiary Guarantor may re-flag a Vessel that it owns or bareboat charters or reconstitute or continue itself in another jurisdiction, or amalgamate or merge with or into another Restricted SubsidiaryGuarantor, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary Person remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x or any Permitted Re-Flagging Jurisdiction; provided that contemporaneously with as promptly as practicable following the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under ‎‎Section 11.04, Section 11.04 (x) the Issuer or the relevant Restricted Subsidiary Guarantor grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent Trustee and the Collateral Trustee, (1) either (x) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, opinion from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer Parent Guarantor and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, flagging or (2y) a certificate from an Officer Officer’s Certificate of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flaggingflagging and states that all covenants and conditions precedent to the re-flagging set forth in this Indenture and the Security Documents, if any, have been complied with, and (32) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form ) stating that all covenants and substance reasonably satisfactory conditions precedent to the Trusteere-flagging set forth in this Indenture and the Security Documents, if any, have been complied with and confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken retaken, are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Article Five will not apply to a reconstitution, amalgamation or merger permitted under this ‎‎Section Section 4.24.

Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indenture, a Restricted Subsidiary may reconstitute or continue itself in another jurisdiction, or amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade Investment Grade credit rating from either S&P or Xxxxx’x or any Permitted Jurisdiction; provided that contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under ‎‎Section 11.04, (x) the Issuer or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent and the Trustee, (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Five will not apply to a reconstitution, amalgamation or merger permitted under this ‎‎Section 4.24.

Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indenture, a Restricted Subsidiary may reconstitute or continue itself in another jurisdiction, or amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade Investment Grade credit rating from either S&P or Xxxxx’x Mxxxx’x or any Permitted Jurisdiction; provided that contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under ‎‎Section 11.04, (x) the Issuer or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent and the Trustee, (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Five will not apply to a reconstitution, amalgamation or merger permitted under this ‎‎Section 4.24.

Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indentureherein, a Restricted Subsidiary may re-flag a vessel that it owns or bareboat charters or reconstitute or continue itself in another jurisdiction, or amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x or any Permitted Jurisdiction; provided that contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under ‎‎Section 11.04, Section 11.04 (x) the Issuer or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent and the Trustee, (1) either (x) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, opinion from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, flagging or (2y) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and (32) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion of Counsel), in form and substance reasonably satisfactory to the Trustee, ) confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken retaken, are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Article Five will not apply to a reconstitution, amalgamation or merger permitted under this ‎‎Section Section 4.24.. ARTICLE FIVE MERGER, CONSOLIDATION OR SALE OF ASSETS

Re-flagging of Vessels. Notwithstanding anything to the contrary in this IndentureAgreement, a Restricted Subsidiary may reconstitute or continue itself in another jurisdiction, amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x or any Permitted Jurisdiction; provided that contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes Obligations were released as provided for under ‎‎Section 11.04Section 13.5, (x) the Issuer Company or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets securing the Obligations and (y) the Issuer Lead Borrower delivers to the Security Agent and the TrusteeAdministrative Agent, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the TrusteeAdministrative Agent, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the TrusteeAdministrative Agent, confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Five Section 6.2.4 will not apply to a reconstitution, amalgamation reconstitution or merger permitted under this ‎‎Section 4.24Section 6.1.10.

Re-flagging of Vessels. Notwithstanding anything to the contrary in this Indenture, a Restricted Subsidiary may reconstitute or continue itself in another jurisdiction, amalgamate or merge with or into another Restricted Subsidiary, for the purpose of re-flagging a vessel that it owns or bareboat charters so long as at all times each Restricted Subsidiary remains organized under the laws of any country recognized by the United States of America with an investment grade credit rating from either S&P or Xxxxx’x Moody’s or any Permitted Jurisdiction; provided that that, prior to a Security Fall-Away Event, contemporaneously with the transactions required to complete the re-flagging of such vessel, to the extent that any Liens on the Collateral securing the Notes were released as provided for under ‎‎Section Section 11.04, (x) the Issuer Company or the relevant Restricted Subsidiary grants a Lien of at least equivalent ranking over the same assets and (y) the Issuer delivers to the Security Agent and the Trustee, either (1) a solvency opinion, in form and substance reasonably satisfactory to the Security Agent and the Trustee, from an independent financial advisor or appraiser or investment bank which confirms the solvency of the Issuer Company and its Subsidiaries, taken as a whole, after giving effect to any transactions related to such re-flagging, (2) a certificate from an Officer of the relevant Person which confirms the solvency of the Person granting such Lien after giving effect to any transactions related to such re-flagging, and or (3) an Opinion of Counsel (subject to any qualifications customary for this type of Opinion opinion of Counselcounsel), in form and substance reasonably satisfactory to the Trustee, confirming that, after giving effect to any transactions related to such re-flagging, the Lien or Liens created under the Security Document, as so released and retaken are valid and perfected Liens. For the avoidance of doubt, the provisions of ‎Article Article Five will not apply to a reconstitution, amalgamation reconstitution or merger permitted under this ‎‎Section Section 4.24.