Common use of Redelivery Condition Clause in Contracts

Redelivery Condition. The Charterer agrees that at the time of such redelivery, the Vessel shall be charter free and free and clear of all liens, security interests, charges and encumbrances (except any Owner Encumbrances and Permitted Encumbrances, it being understood that the Charterer will promptly and diligently cause any such Permitted Encumbrances to be discharged and, at the Owner Trustee’s request, the Charterer shall bond or provide such other form of security for payment and discharge of such Encumbrances as the Owner Trustee may reasonably request), shall include all Improvements made hereunder, except those removed by the Charterer to the extent permitted hereby, and shall have the highest classification and rating of the Regulatory Agency for vessels of the same size, age and type, with no outstanding requirements or recommendations of the Regulatory Agency unfulfilled, and all required national and international trading certificates, including, but not limited to, Marine Inspection Certificates of the Coast Guard, Public Health Commission and Federal Communication Commission, shall be clean and valid on the date of redelivery and for six (6) months thereafter. The Charterer shall notify the Regulatory Agency of any matters coming to its knowledge after the redelivery survey and prior to redelivery which upon being reported to the Regulatory Agency would lead to the withdrawal of the Vessel’s class or to the imposition of a recommendation relating to her class. The Vessel shall be returned within 4 years of the last special survey for the Classification Society or the Charterer shall pay the expenses of performing a current special survey. In addition to the foregoing, (i) at the time of redelivery the Vessel (x) shall be ready to sail and in the same good order and condition as required by Section 5, ordinary wear and tear consistent with the age of the Vessel at the time of redelivery excepted, and (y) shall comply with all applicable requirements of the Regulatory Agency necessary for the Vessel’s certification at the time of redelivery and (ii) on or before redelivery of the Vessel the Charterer will, at its expense, remove any stack insignia or stack colors of the Charterer and make all corrections and repairs necessary to cause the Vessel to comply with all of the terms of this Section 2(e) and of Section 5. The Charterer shall, at all reasonable times, permit access to the Vessel to the Owner Trustee and the Owner Participant and to Persons designated by the Owner Trustee and the Owner Participant in connection with the verification of the conditions of redelivery of the Vessel set forth in this Section 2(e), and shall permit visual inspection of the Vessel by such Persons, provided, however, that (i) the Owner Trustee and the Owner Participant shall provide the Charterer with at least ten Business Days’ prior notice of its intention to exercise its rights hereunder, (ii) the exercise of such rights shall not unreasonably interfere with the use and operation of the Vessel by the SEA-LAND ENTERPRISE Charterer and (iii) the Owner Trustee and the Owner Participant shall bear their own respective out-of-pocket expenses in connection with such access and inspection. The Vessel shall be jointly surveyed by the Charterer and the Owner Trustee not more than 90 days before redelivery under this Charter to determine the condition of the Vessel. The Charterer shall give the Owner Trustee at least 30 days prior notice of the date, time and place for such survey. Such survey shall not interfere with the Vessel’s scheduled operations. At such redelivery survey, surveyors representing both the Charterer and the Owner Trustee, or a surveyor satisfactory to both sides, shall be present and shall determine and state the agreed repairs or work necessary to place the Vessel on the date of redelivery in the condition required by this Section 2(e). The Charterer, at its expense, shall make such repairs or perform such work. The Charterer and the Owner Trustee shall bear the costs of their respective surveyors. If (i) the Vessel has not been drydocked within twelve months prior to redelivery or (ii) the Vessel has been drydocked within such period but subsequent to such drydocking an incident shall have occurred to the Vessel which in the opinion of the Classification Society is likely to have damaged the Vessel so as to affect the classification thereof, then in connection with the redelivery of the Vessel, the Charterer shall, at the request of the Owner Trustee given at least thirty days prior to the redelivery date, place the Vessel in drydock for inspection by the Classification Society of the bottom and other underwater parts of the Vessel. If the rudder, propellers, bottom or other underwater parts of the Vessel are found to be broken, damaged or defective, so as to affect the Vessel’s clean certificate of class, such defects shall be made good at the Charterer’s expense. While the Vessel is in drydock, and if requested by the Owner Trustee or the representative of the Classification Society, the Charterer shall arrange to have the tail-end shaft drawn. If the same shall be condemned or found defective so as to affect the Vessel’s clean certificate of class, it shall be renewed or made good at the Charterer’s expense to the Classification Society’s satisfaction without qualification. The expenses of drawing and replacing the tail-end shaft shall be borne by the Owner Trustee unless the Classification Society requires the tail-end shaft to be drawn (whether damaged or not), renewed or made good, in which event the Charterer shall pay these expenses. The expenses in connection with putting the Vessel in and taking her out of drydocking, including drydocking dues and the Classification Society’s fees, shall be paid by the Owner Trustee unless the rudder, propeller, bottom, other underwater parts of the Vessel or the tail-end shaft shall be found broken, damaged or defective so as to affect the Vessel’s clean certificate of class in which case the Charterer shall pay the aforesaid expenses, dues and fees. During such inspections by the Classification Society, the Owner Trustee’s representative shall have the right to be present in the drydock, but without interfering with the Classification Society’s decisions.

Redelivery Condition. On the last day of the Charter -------------------------------- Term, unless (i) an Event of Loss has occurred, or (ii) use of the Vessel has been requisitioned as described in Section 13 hereof and such requisition is continuing or (iii) the Charterer has exercised any purchase option granted herein or (iv) the Charterer has terminated the Charter in accordance with the provisions of Section 12 and the Shipowner has elected to retain the Vessel, at the Charterer's cost and expense, and upon not fewer than 180 days' prior written notice to the Shipowner, the Charterer shall be deemed to have redelivered the Vessel or caused the Vessel to be redelivered to the Shipowner by making the Vessel available to the Shipowner at a U.S. port designated by the Shipowner; provided that such port shall be on the coast of the United States -------- designated by the Charterer and shall be a safe port, which is a port that is physically able to accommodate the Vessel and that is safe for the Vessel to reach, remain at and leave. Thereafter, the Charterer shall have no further liability or obligation with respect to the Vessel, and the Shipowner shall be responsible for all Vessel-related Claims arising after the redelivery of the Vessel. The Charterer agrees that at the time of such redelivery, the Vessel will be in the good order, condition and repair required by all of the terms of Section 6(a) hereof, ordinary wear and tear excepted, and no additional repair to the Vessel shall be charter free required to permit the Vessel to be fully operational and fit for use as a product tanker in U.S. coastwise trade; provided, however, that -------- ------- the Charterer shall not be required to redeliver the Vessel fully operational and fit for use as a product tanker in U.S. coastwise trade if this Charter is terminated for economic obsolescence in accordance with the terms of Section 12(a) hereof as a result of a change in law or a Governmental Rule that makes the Vessel ineligible for U.S. coastwise trade ("Redelivery Condition"). Notwithstanding anything herein to the contrary, in the event this Charter is terminated by reason of economic obsolescence in accordance with the terms of Section 12(a) hereof, the Charterer shall not be obligated to make any repair, change or Modification if such repair, change or Modification is a basis for the Charterer's decision to terminate this Charter in accordance with the terms of such Section 12(a). The Charterer will redeliver the Vessel free and clear of all liens, security interests, charges and encumbrances Liens except Permitted Liens described in clause (except any Owner Encumbrances and Permitted Encumbrances, it being understood that the Charterer will promptly and diligently cause any such Permitted Encumbrances to be discharged and, at the Owner Trustee’s request, the Charterer shall bond or provide such other form of security for payment and discharge of such Encumbrances as the Owner Trustee may reasonably request), shall include all Improvements made hereunder, except those removed by the Charterer to the extent permitted hereby, and shall have the highest classification and rating iii) of the Regulatory Agency for vessels of the same size, age and type, with no outstanding requirements or recommendations of the Regulatory Agency unfulfilled, and all required national and international trading certificates, including, but not limited to, Marine Inspection Certificates of the Coast Guard, Public Health Commission and Federal Communication Commission, shall be clean and valid on the date of redelivery and for six (6) months thereafterdefinition thereof. The Charterer shall notify the Regulatory Agency of any matters coming to its knowledge after Upon the redelivery survey and prior to redelivery which upon being reported to the Regulatory Agency would lead to the withdrawal of the Vessel’s class or to the imposition of a recommendation relating to her class. The Vessel shall be returned within 4 years of the last special survey for the Classification Society or the Charterer shall pay the expenses of performing a current special survey. In addition to the foregoing, (i) at the time of redelivery the Vessel (x) shall be ready to sail and in the same good order and condition as required by Section 5, ordinary wear and tear consistent with the age of the Vessel at the time of redelivery excepted, and (y) shall comply with all applicable requirements of the Regulatory Agency necessary for the Vessel’s certification at the time of redelivery and (ii) on or before redelivery of the Vessel the Charterer will, at its expense, remove any stack insignia or stack colors of the Charterer and make all corrections and repairs necessary to cause the Vessel to comply with all of the terms of this Section 2(e) and of Section 5. The Charterer shall, at all reasonable times, permit access to the Vessel to the Owner Trustee and the Owner Participant and to Persons designated by the Owner Trustee and the Owner Participant in connection with the verification of the conditions of redelivery of the Vessel set forth in this Section 2(e), and shall permit visual inspection of the Vessel by such Persons, provided, however, that (i) the Owner Trustee and the Owner Participant shall provide the Charterer with at least ten Business Days’ prior notice of its intention to exercise its rights hereunder, (ii) the exercise of such rights shall not unreasonably interfere with the use and operation of the Vessel by the SEA-LAND ENTERPRISE Charterer and (iii) the Owner Trustee and the Owner Participant shall bear their own respective out-of-pocket expenses in connection with such access and inspection. The Vessel shall be jointly surveyed by the Charterer and the Owner Trustee not more than 90 days before redelivery under this Charter to determine the condition of the Vessel. The Charterer shall give the Owner Trustee at least 30 days prior notice of the date, time and place for such survey. Such survey shall not interfere with the Vessel’s scheduled operations. At such redelivery survey, surveyors representing both the Charterer and the Owner Trustee, or a surveyor satisfactory to both sides, shall be present and shall determine and state the agreed repairs or work necessary to place the Vessel on the date of redelivery in the condition required by this Section 2(e). The Charterer, at its expense, shall make such repairs or perform such work. The Charterer and the Owner Trustee shall bear the costs of their respective surveyors. If (i) the Vessel has not been drydocked within twelve months prior to redelivery or (ii) the Vessel has been drydocked within such period but subsequent to such drydocking an incident shall have occurred to the Vessel which in the opinion of the Classification Society is likely to have damaged the Vessel so as to affect the classification thereof, then in connection with the redelivery of the Vessel, the Charterer shallwill not represent or warrant that the Vessel is free and clear of Liens of which it is not aware; provided, at that the request foregoing shall not release the Charterer of the Owner Trustee given at least thirty days prior -------- any liability in respect of such Liens to the redelivery date, place extent that the Vessel in drydock for inspection by Charterer is required to discharge such Liens under the Classification Society of Operative Documents. In no event will the bottom and other underwater parts of the Vessel. If the rudder, propellers, bottom or other underwater parts Shipowner fail to take control of the Vessel are found more than thirty (30) days after it is made available to be broken, damaged or defective, so as to affect the Vessel’s clean certificate of class, such defects shall be made good at Shipowner by the Charterer’s expense. While the Vessel is in drydock, and if requested by the Owner Trustee or the representative of the Classification Society, the Charterer shall arrange to have the tail-end shaft drawn. If the same shall be condemned or found defective so as to affect the Vessel’s clean certificate of class, it shall be renewed or made good at the Charterer’s expense to the Classification Society’s satisfaction without qualification. The expenses of drawing and replacing the tail-end shaft shall be borne by the Owner Trustee unless the Classification Society requires the tail-end shaft to be drawn (whether damaged or not), renewed or made good, in which event the Charterer shall pay these expenses. The expenses in connection with putting the Vessel in and taking her out of drydocking, including drydocking dues and the Classification Society’s fees, shall be paid by the Owner Trustee unless the rudder, propeller, bottom, other underwater parts of the Vessel or the tail-end shaft shall be found broken, damaged or defective so as to affect the Vessel’s clean certificate of class in which case the Charterer shall pay the aforesaid expenses, dues and fees. During such inspections by the Classification Society, the Owner Trustee’s representative shall have the right to be present in the drydock, but without interfering with the Classification Society’s decisions.

Redelivery Condition. The Charterer agrees that at the time of such redelivery, the Vessel shall be charter free and free and clear of all liens, security interests, charges and encumbrances (except any Owner Encumbrances and Permitted Encumbrances, it being understood that the Charterer will promptly and diligently cause any such Permitted Encumbrances to be discharged and, at the Owner Trustee’s request, the Charterer shall bond or provide such other form of security for payment and discharge of such Encumbrances as the Owner Trustee may reasonably request), shall include all Improvements made hereunder, except those removed by the Charterer to the extent permitted hereby, and shall have the highest classification and rating of the Regulatory Agency for vessels of the same size, age and type, with no outstanding requirements or recommendations of the Regulatory Agency unfulfilled, and all required national and international trading certificates, including, but not limited to, Marine Inspection Certificates of the Coast Guard, Public Health Commission and Federal Communication Commission, shall be clean and valid on the date of redelivery and for six (6) months thereafter. The Charterer shall notify the Regulatory Agency of any matters coming to its knowledge after the redelivery survey and prior to redelivery which upon being reported to the Regulatory Agency would lead to the withdrawal of the Vessel’s class or to the imposition of a recommendation relating to her class. The Vessel shall be returned within 4 years of the last special survey for the Classification Society or the Charterer shall pay the expenses of performing a current special survey. In addition to the foregoing, (i) at the time of redelivery the Vessel (x) shall be ready to sail and in the same good order and condition as required by Section 5, ordinary wear and tear consistent with the age of the Vessel at the time of redelivery excepted, and (y) shall comply with all applicable requirements of the Regulatory Agency necessary for the Vessel’s certification at the time of redelivery and (ii) on or before redelivery of the Vessel the Charterer will, at its expense, remove any stack insignia or stack colors of the Charterer and make all corrections and repairs necessary to cause the Vessel to comply with all of the terms of this Section 2(e) and of Section 5. The Charterer shall, at all reasonable times, permit access to the Vessel to the Owner Trustee and the Owner Participant and to Persons designated by the Owner Trustee and the Owner Participant in connection with the verification of the conditions of redelivery of the Vessel set forth in this Section 2(e), and shall permit visual inspection of the Vessel by such Persons, provided, however, that (i) the Owner Trustee and the Owner Participant shall provide the Charterer with at least ten Business Days’ prior notice of its intention to exercise its rights hereunder, (ii) the exercise of such rights shall not unreasonably interfere with the use and operation of the Vessel by the SEA-LAND ENTERPRISE PACIFIC Charterer and (iii) the Owner Trustee and the Owner Participant shall bear their own respective out-of-pocket expenses in connection with such access and inspection. The Vessel shall be jointly surveyed by the Charterer and the Owner Trustee not more than 90 days before redelivery under this Charter to determine the condition of the Vessel. The Charterer shall give the Owner Trustee at least 30 days prior notice of the date, time and place for such survey. Such survey shall not interfere with the Vessel’s scheduled operations. At such redelivery survey, surveyors representing both the Charterer and the Owner Trustee, or a surveyor satisfactory to both sides, shall be present and shall determine and state the agreed repairs or work necessary to place the Vessel on the date of redelivery in the condition required by this Section 2(e). The Charterer, at its expense, shall make such repairs or perform such work. The Charterer and the Owner Trustee shall bear the costs of their respective surveyors. If (i) the Vessel has not been drydocked within twelve months prior to redelivery or (ii) the Vessel has been drydocked within such period but subsequent to such drydocking an incident shall have occurred to the Vessel which in the opinion of the Classification Society is likely to have damaged the Vessel so as to affect the classification thereof, then in connection with the redelivery of the Vessel, the Charterer shall, at the request of the Owner Trustee given at least thirty days prior to the redelivery date, place the Vessel in drydock for inspection by the Classification Society of the bottom and other underwater parts of the Vessel. If the rudder, propellers, bottom or other underwater parts of the Vessel are found to be broken, damaged or defective, so as to affect the Vessel’s clean certificate of class, such defects shall be made good at the Charterer’s expense. While the Vessel is in drydock, and if requested by the Owner Trustee or the representative of the Classification Society, the Charterer shall arrange to have the tail-end shaft drawn. If the same shall be condemned or found defective so as to affect the Vessel’s clean certificate of class, it shall be renewed or made good at the Charterer’s expense to the Classification Society’s satisfaction without qualification. The expenses of drawing and replacing the tail-end shaft shall be borne by the Owner Trustee unless the Classification Society requires the tail-end shaft to be drawn (whether damaged or not), renewed or made good, in which event the Charterer shall pay these expenses. The expenses in connection with putting the Vessel in and taking her out of drydocking, including drydocking dues and the Classification Society’s fees, shall be paid by the Owner Trustee unless the rudder, propeller, bottom, other underwater parts of the Vessel or the tail-end shaft shall be found broken, damaged or defective so as to affect the Vessel’s clean certificate of class in which case the Charterer shall pay the aforesaid expenses, dues and fees. During such inspections by the Classification Society, the Owner Trustee’s representative shall have the right to be present in the drydock, but without interfering with the Classification Society’s decisions.

Redelivery Condition. The Charterer agrees that at At the time of such redeliveryreturn to Head Lessor, each Compressor (and each part or component thereof) shall (i) meet the Vessel original design specifications and operating standards of such Compressor, (ii) be in as good operating condition, state of repair and appearance as when delivered to Head Lessee hereunder, and shall not have been subjected to excess wear and tear; provided, that ordinary wear and tear as a result of normal and customary usage is excepted; and provided, further that "ordinary wear and tear" as used herein shall not be construed as permitting any material broken, damaged or missing items or components of any Compressor such that its value, utility or remaining useful life will be reduced, (iii) be in the condition required by Section 9 and with respect to any Compressor that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy, such Compressor shall have been maintained and repaired in a manner consistent with such policy, (iv) have no missing or damaged components such that its value, utility or remaining useful life will be reduced, (v) comply with all laws and rules referred to in Section 8, (vi) have attached or affixed thereto any addition, modification or improvement considered an accession thereto as provided in Section 10 and (vii) have had removed therefrom in a workmanlike manner, (x) at Head Lessor's option, any addition, modification or improvement which, as provided in Section 10, is owned by Head Lessee, and (y) any insignia or marking, and each Compressor (and each part or component thereof), shall be charter free and free and clear of all liensLiens, security interestsother than Head Lessor Liens. All operating licenses and agreements pertinent to the operation of each Compressor, charges and encumbrances (except any Owner Encumbrances and Permitted Encumbrances, it being understood that the Charterer will promptly and diligently cause any such Permitted Encumbrances other than non-transferable licenses to be discharged and, at the Owner Trustee’s request, the Charterer shall bond or provide such other form of security for payment and discharge of such Encumbrances as the Owner Trustee may reasonably requestuse software), shall include all Improvements made hereunder, except those removed by the Charterer to the extent permitted hereby, and shall have the highest classification and rating that are capable of the Regulatory Agency for vessels of the same size, age and type, with no outstanding requirements or recommendations of the Regulatory Agency unfulfilled, and all required national and international trading certificates, including, but not limited to, Marine Inspection Certificates of the Coast Guard, Public Health Commission and Federal Communication Commissionbeing transferred, shall be clean fully transferable upon the expiration of the Term to Head Lessor or its designee. Head Lessee shall transfer any such transferable license or agreement upon return of the Compressor at Head Lessee's cost and valid on expense. Each Compressor that qualifies for or is subject to any manufacturer's maintenance, repair or warranty policy must be properly deinstalled in a manner consistent with such policy and in such a way that the date of redelivery Compressor remains eligible for or subject to such policy, as appropriate, and Head Lessee shall provide a certificate from a Responsible Officer certifying that each Compressor was deinstalled in a manner consistent with such policy and remains eligible for six (6) months thereafteror subject to such policy, as appropriate. The Charterer Upon deinstallation, each Compressor shall notify the Regulatory Agency of any matters coming to its knowledge after the redelivery survey and prior to redelivery which upon being reported be secured properly for air or overland or other suitable transport. Each Compressor shall be delivered to the Regulatory Agency would lead to the withdrawal of the Vessel’s class or to the imposition of a recommendation relating to her class. The Vessel shall be returned within 4 years of the last special survey for the Classification Society or the Charterer shall pay the expenses of performing a current special survey. In addition to the foregoing, (i) at the time of redelivery the Vessel (x) shall be ready to sail and Redelivery Location in the same good order and condition as required by Section 5, ordinary wear and tear consistent with the age of the Vessel at the time of redelivery excepted, and (y) shall comply with all applicable requirements of the Regulatory Agency necessary manner in which is customary for the Vessel’s certification at the time of redelivery and (ii) on or before redelivery of the Vessel the Charterer willsuch Compressor. Head Lessee shall, at its own expense, remove any stack insignia or stack colors of the Charterer and make all corrections and repairs necessary to cause the Vessel restore each Compressor to comply with all of the terms of this Section 2(e) and of Section 5. The Charterer shall, at all reasonable times, permit access to the Vessel to the Owner Trustee and the Owner Participant and to Persons designated by the Owner Trustee and the Owner Participant in connection with the verification of the conditions of redelivery of the Vessel set forth in this Section 2(e), and shall permit visual inspection of the Vessel by such Persons, provided, however, that (i) the Owner Trustee and the Owner Participant shall provide the Charterer with at least ten Business Days’ prior notice of its intention to exercise its rights hereunder, (ii) the exercise of such rights shall not unreasonably interfere with the use and operation of the Vessel by the SEA-LAND ENTERPRISE Charterer and (iii) the Owner Trustee and the Owner Participant shall bear their own respective out-of-pocket expenses in connection with such access and inspection. The Vessel shall be jointly surveyed by the Charterer and the Owner Trustee not more than 90 days before redelivery under this Charter to determine the condition of the Vessel. The Charterer shall give the Owner Trustee at least 30 days prior notice of the date, time and place for such survey. Such survey shall not interfere with the Vessel’s scheduled operations. At such redelivery survey, surveyors representing both the Charterer and the Owner Trustee, or a surveyor satisfactory to both sides, shall be present and shall determine and state the agreed repairs or work necessary to place the Vessel on the date of redelivery in the condition required by this Section 2(e). The Charterer, at its expense, shall make such repairs or perform such work. The Charterer and the Owner Trustee shall bear the costs of their respective surveyors. If (i) the Vessel has not been drydocked within twelve months 5.3 prior to redelivery or (ii) the Vessel has been drydocked within such period but subsequent hereunder. Upon redelivery, Head Lessee shall provide any additional documentation reasonably requested by Head Lessor and reasonably available to such drydocking an incident shall have occurred Head Lessee, at Head Lessee's cost, relating to the Vessel which in the opinion of the Classification Society is likely to have damaged the Vessel so as to affect the classification thereof, then in connection with the redelivery of the Vessel, the Charterer shall, at the request of the Owner Trustee given at least thirty days prior to the redelivery date, place the Vessel in drydock for inspection by the Classification Society of the bottom and other underwater parts of the Vessel. If the rudder, propellers, bottom or other underwater parts of the Vessel are found to be broken, damaged or defective, so as to affect the Vessel’s clean certificate of class, such defects shall be made good at the Charterer’s expense. While the Vessel is in drydock, and if requested by the Owner Trustee or the representative of the Classification Society, the Charterer shall arrange to have the tail-end shaft drawn. If the same shall be condemned or found defective so as to affect the Vessel’s clean certificate of class, it shall be renewed or made good at the Charterer’s expense to the Classification Society’s satisfaction without qualification. The expenses of drawing and replacing the tail-end shaft shall be borne by the Owner Trustee unless the Classification Society requires the tail-end shaft to be drawn (whether damaged or not), renewed or made good, in which event the Charterer shall pay these expenses. The expenses in connection with putting the Vessel in and taking her out of drydocking, including drydocking dues and the Classification Society’s fees, shall be paid by the Owner Trustee unless the rudder, propeller, bottom, other underwater parts of the Vessel or the tail-end shaft shall be found broken, damaged or defective so as to affect the Vessel’s clean certificate of class in which case the Charterer shall pay the aforesaid expenses, dues and fees. During such inspections by the Classification Society, the Owner Trustee’s representative shall have the right to be present in the drydock, but without interfering with the Classification Society’s decisionsCompressor.