Reflagging. 12.5.1 The Lessor may require the Lessee (at its cost and expense) to re-register the Ship under the laws and flag of any other state or jurisdiction (including, but not limited to, the Approved Flag States referred to in clause 12.3 above) in the event that (a) it becomes unlawful, impossible, impracticable or (in the opinion of the Lessor, acting in good faith) undesirable (including, without limitation, by reason of change of legal or political circumstances) for the Lessor to continue to be registered as the owner of the Ship under the laws and flag of its then current register or (b) if classification inspections for vessels registered under the laws and flag of the state in which the Ship is registered at the relevant time are no longer undertaken by a classification society which is a member of IACS.
12.5.2 The Lessee, upon not less than 15 days written notice to the Lessor (or such shorter period as the Lessor may agree, such agreement not to be unreasonably withheld) and provided that no Relevant Event has occurred and is continuing, may elect to re-register the Ship in a state listed in clause 12.3.1 or any other state or country approved by the Lessor, such approval not to be unreasonably withheld or delayed, subject to:
(a) the Ship being registered in the name of the Lessor, free from Security Interests other than Permitted Security Interests in the applicable register in such flag state;
(b) inspections of the Ship required by the proposed new flag state continuing to be undertaken by a classification society which is a member of IACS;
(c) it being possible to obtain a legal opinion satisfactory to the Lessor in its discretion in relation to the laws of such proposed flag state as to the validity and enforceability of the Lessor’s ownership interest in the Ship contemplated by the Transaction Documents;
(d) the Lessor’s liability as owner of the Ship not increasing as a result of such change of flag; and
(e) the right of the Lessor to treat the applicable state or country as being unacceptable in the future in accordance with clause 12.5.1 above.
12.5.3 The Lessor agrees, at the request and cost of the Lessee, promptly to take such actions as are available to the Lessor and which must be performed exclusively by the registered owner of the Ship and not the operator of the Ship in order to assist the Lessee to re-register the Ship in any Approved Flag State.
12.5.4 All costs and expenses (including legal costs and expenses and Taxes thereon an...
Reflagging. (a) The Company shall not and shall not permit any Guarantor to change the state of registration of a Collateral Vessel from its state of registration as of the Issue Date (or as of the date it becomes a Collateral Vessel, if later) to any other jurisdiction; provided that the state of registration of any Collateral Vessel may be changed to an Approved Flag State if:
(1) a replacement mortgage and, if applicable, deed of covenants is entered into by the applicable Guarantor;
(2) the replacement mortgage is registered with the new state of registration; and
(3) an opinion of counsel selected by the Board of Directors of the Company, acting in good faith, is provided to the First Lien Collateral Agent confirming the enforceability of the replacement mortgage and its due registration, in each case, as soon as reasonably practicable following the release of the mortgage over the applicable Collateral Vessel. The First Lien Collateral Agent shall, at the cost of the Company, release the mortgage and other applicable security over the applicable Collateral Vessel, and take such other steps as may be reasonably required in connection with a change of the state of registration of a Collateral Vessel provided that the Company and the Guarantors provide the documents listed above as soon as reasonably practicable upon the release of the mortgage and other applicable security over the applicable Collateral Vessel.
Reflagging. The Borrower hereby requests that, at or after the consummation of the Merger, the Vessel may be reflagged in Liberia (the “Vessel Reflagging”). The undersigned Lenders hereby consent to the Vessel Reflagging at any time within one (1) calendar year after the date hereof, provided that the Borrower shall deliver to the Agent (i) copies of such documents and instruments as are necessary to evidence the reflagging of the Vessel in Liberia promptly after receipt thereof and (ii) prior to giving effect to the Vessel Reflagging, any Security Documents, including a first preferred Liberian mortgage over the Vessel, and documents related thereto as the Agent shall reasonably require with respect to the Vessel, such Security Documents, first preferred Liberian mortgage over the Vessel, and documents related thereto to be in such form and substance as is satisfactory to the Security Trustee. Upon receipt by the Agent of written notice from the Borrower of the consummation of the Vessel Reflagging, the Existing Agreement (as amended hereby), the Notes and each Security Document (other than the Mortgage) shall be automatically amended without any further action by any party thereto to reflect the Vessel Reflagging. The undersigned Lenders hereby agree that the Vessel Reflagging shall not result in an Event of Default under the Existing Agreement, any Notes or any of the Security Documents.
Reflagging. (a) The Borrower hereby informs the Administrative Agent that, at or after the consummation of the Transaction but in any event no later than within one (1) calendar year after the date hereof, the Vessel may be reflagged in Liberia (the “Vessel Reflagging”).
(b) The Administrative Agent (acting on the behalf of the Majority Lenders) hereby consents to the Vessel Reflagging, provided that the Borrower shall, prior to giving effect to the Vessel Reflagging, (i) give, execute, deliver, file and record any financing statement, notice, instrument, document (including Security Document), agreement, legal opinions or other papers that may be necessary or desirable or that may be reasonably requested by the Administrative Agent, Collateral Agent or Mortgagee in form and substance reasonably satisfactory to the Administrative Agent, Collateral Agent and Mortgagee with respect to the Vessel and the creation and perfection, in favor of the Collateral Agent for the benefit of the Secured Parties, of a legal, valid and enforceable first priority Lien on and security interest in all right, title and interest of the Borrower in the Vessel, (ii) take such necessary and appropriate actions with respect to the Vessel Reflagging (and provide evidence thereof) as may be reasonably requested by the Administrative Agent and (iii) pay all reasonable out-of-pocket expenses incurred by the Agents and their respective Affiliates (including the reasonable fees and expenses of the Insurance Consultant, Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel to the Administrative Agent, Holland and Knight, special maritime counsel to the Administrative Agent and any other counsel to the Administrative Agent) in connection with the transactions contemplated by this Section 3.03. The Borrower shall deliver certified copies of such documents and instruments as are required by applicable law to evidence the reflagging of the Vessel in Liberia promptly after receipt thereof.
(c) Upon receipt by the Administrative Agent of written notice from the Borrower of the consummation of the Vessel Reflagging and satisfaction of the requirements set forth in Section 3.03(b), the Credit Agreement (as amended hereby), the Notes and each Security Document shall be automatically amended without any further action by any party thereto to reflect the Vessel Reflagging. The Administrative Agent (acting on the behalf of the Majority Lenders) hereby agrees that the Vessel Reflagging shall not result in...
Reflagging. The Borrowers shall not change the registration or flag of any Collateral Vessels from the registry of the Republic of Liberia or another Approved Flag State without the prior written consent of the Majority Lenders.
Reflagging
