Common use of Sale of a Vessel Clause in Contracts

Sale of a Vessel. If any of the Borrowers wishes to sell its Vessel before the relevant Final Maturity Date, the following steps shall be taken:- (a) The relevant Borrower shall give to the Agent not less than 15 days prior written notice of its intention to sell its Vessel, specifying the purchase price to be obtained, which shall be not less than an amount equal to the Liabilities outstanding in respect of the facility attributable to the relevant Vessel, and enclosing a draft copy of the relevant sale and purchase agreement to govern the sale. (b) The sale and purchase agreement shall provide for the Sale Proceeds to be remitted direct to the Agent whereupon the Sale Proceeds shall be applied by the Agent (and the relevant Borrower hereby authorizes and instructs the Agent to so apply such Sale Proceeds) for the account of the Lenders as follows:- (i) in or towards repayment of the Facility to which such Vessel relates, together with any interest accrued thereunder and any fees, charges and breakage costs which may be owing to the Agent and/or the Lenders under this Agreement and the Security Documents in the order of application specified in Clause 29.5 (Partial payments); (ii) (in the case of there being a balance remaining and the charter free market value of the remaining Vessels is below the asset coverage ratio stated in Clause 22.8 (Asset coverage) or an Event of Default has occurred) in or towards repayment of the Facilities to which the remaining Vessels relate, together with any fees or charges incurred pursuant to Clause 14 (Other Indemnities), in the order of application specified in Clause 29.5 (Partial payments); (iii) (where such conditions are satisfied save for the charter free market value of the remaining Vessels being below the asset coverage ratio stated in Clause 22,8 (Asset coverage)) the Borrowers shall make an additional prepayment of the Loan in an amount required to maintain the asset coverage ratio stated in Clause 22.8 (Asset coverage); and (iv) (in the case of there being a surplus remaining after the application of the Sale Proceeds in sub-paragraphs (i) and (ii) above) direct to or to the order of the Borrowers, always provided that no Event of Default shall have occurred and be continuing. (c) The Agent shall be under no obligation to execute and deliver the discharges and re-assignments of the Security Documents relative to the Vessel being sold until it is satisfied that the Sale Proceeds will be applied in the manner specified in paragraph (b) above. If it is so satisfied it shall execute such discharges and re-assignments in a timely manner to facilitate such a sale of the Vessel.

Sale of a Vessel. If any of the Borrowers wishes to sell its Vessel before the relevant Final Maturity Date, the following steps shall be taken:- (a) The relevant Borrower shall give to the Agent not less than 15 days prior written notice of its intention to sell its Vessel, specifying the purchase price to be obtained, which shall be not less than an amount equal to the Liabilities outstanding in respect of the facility attributable to the relevant Vessel, and enclosing a draft copy of the relevant sale and purchase agreement to govern the sale. (b) The sale and purchase agreement shall provide for the Sale Proceeds to be remitted direct to the Agent whereupon the Sale Proceeds shall be applied by the Agent (and the relevant Borrower hereby authorizes and instructs the Agent to so apply such Sale Proceeds) for the account of the Lenders as follows:- (i) in or towards repayment of the Facility to which such Vessel relates, together with any interest accrued thereunder and any fees, charges and breakage costs which may be owing to the Agent and/or the Lenders under this Agreement and the Security Documents in the order of application specified in Clause 29.5 (Partial payments); (ii) (in the case of there being a balance remaining and the charter free market value of the remaining Vessels is below the asset coverage ratio stated in Clause 22.8 (Asset coverage) or an Event of Default has occurred) in or towards repayment of the Facilities to which the remaining Vessels relate, together with any fees or charges incurred pursuant to Clause 14 (Other Indemnities), in the order of application specified in Clause 29.5 (Partial payments); (iii) (where such conditions are satisfied save for the charter free market value of the remaining Vessels being below the asset coverage ratio stated in Clause 22,8 22.8 (Asset coverage)) the Borrowers shall make an additional prepayment of the Loan in an amount required to maintain the asset coverage ratio stated in Clause 22.8 (Asset coverage); and (iv) (in the case of there being a surplus remaining after the application of the Sale Proceeds in sub-paragraphs (i) and (ii) above) direct to or to the order of the Borrowers, always provided that no Event of Default shall have occurred and be continuing.; (c) The Agent shall be under no obligation to execute and deliver the discharges and re-assignments of the Security Documents relative to the Vessel being sold until it is satisfied that the Sale Proceeds will be applied in the manner specified in paragraph (b) above. If it is so satisfied it shall execute such discharges and re-assignments in a timely manner to facilitate such a sale of the Vessel.

Sale of a Vessel. If any Immediately upon the sale of the Borrowers wishes to sell its a Vessel before the relevant Final Maturity Date(such Vessel, the following steps shall be taken:- (a) The relevant “Sold Vessel”), the Borrower shall give to the Agent not less than 15 days prior written notice of its intention to sell its Vessel, specifying the purchase price to be obtained, which shall be not less than an amount equal to the Liabilities outstanding in respect of the facility attributable to the relevant Vessel, and enclosing make a draft copy of the relevant sale and purchase agreement to govern the sale. (b) The sale and purchase agreement shall provide for the Sale Proceeds to be remitted direct to the Agent whereupon the Sale Proceeds shall be applied by the Agent (and the relevant Borrower hereby authorizes and instructs the Agent to so apply such Sale Proceeds) for the account of the Lenders as follows:- (i) in or towards repayment of the Facility to which such Vessel relates, together with any interest accrued thereunder and any fees, charges and breakage costs which may be owing to the Agent and/or the Lenders under this Agreement and the Security Documents in the order of application specified in Clause 29.5 (Partial payments); (ii) (in the case of there being a balance remaining and the charter free market value of the remaining Vessels is below the asset coverage ratio stated in Clause 22.8 (Asset coverage) or an Event of Default has occurred) in or towards repayment of the Facilities to which the remaining Vessels relate, together with any fees or charges incurred pursuant to Clause 14 (Other Indemnities), in the order of application specified in Clause 29.5 (Partial payments); (iii) (where such conditions are satisfied save for the charter free market value of the remaining Vessels being below the asset coverage ratio stated in Clause 22,8 (Asset coverage)) the Borrowers shall make an additional mandatory prepayment of the Loan in an amount required equal to maintain 100% of the asset coverage ratio stated Net Sale Proceeds; provided however that the Borrower may, so long as (i) no Event of Default has occurred and is continuing and (ii) the Borrower provides written notice to the Facility Agent no later than three (3) Banking Days prior to such sale, elect to deposit the Net Sale Proceeds in Clause 22.8 a deposit account held with an Account Bank and blocked in favor of the Security Trustee (Asset coveragethe “Escrow Account”); and , and no later than three (iv3) months from the date of the sale of the Sold Vessel (the “Replacement Date”), (x) a Subsidiary Guarantor shall purchase a Replacement Vessel using such Net Sale Proceeds, or (y) the Borrower shall substitute the Sold Vessel with a Replacement Vessel owned by a Subsidiary Guarantor with a Fair Market Value not less than the Sold Vessel, and in either case, such Replacement Vessel (and its related assets) shall immediately become a “Vessel” hereunder, constituting Collateral (and Schedule 2 shall be supplemented by the Majority Lenders accordingly). In the event of such purchase or substitution, the Account Bank shall release the purchase price of the Replacement Vessel (in the case of there being a surplus remaining after foregoing clause (x)) or the application Fair Market Value of the Sale Proceeds Replacement Vessel (in sub-paragraphs the case of the foregoing clause (iy)) and (ii) above) direct to or to the order of the BorrowersBorrower or the purchasing Obligor, always provided as the case may be, up to two (2) Banking Days prior to the date of such purchase or substitution in accordance with a closing mechanic satisfactory to the Majority Lenders. In the event that no Event the Net Sale Proceeds exceed the purchase price of Default shall have occurred and be continuing. the Replacement Vessel (cin the case of the foregoing clause (x)) The Agent or the Fair Market Value of the Replacement Vessel (in the case of the foregoing clause (y)), such excess Net Sale Proceeds shall be under no obligation to execute and deliver the discharges and re-assignments applied as a mandatory prepayment of the Security Documents relative Loan until the Minimum Value Percentage is not less than the Minimum Value Percentage immediately prior to the Vessel being sold until it is satisfied that the Sale Proceeds will be applied in the manner specified in paragraph (b) above. If it is so satisfied it shall execute such discharges and re-assignments in a timely manner to facilitate such a sale of the Sold Vessel. If a Replacement Vessel (together with its related assets) does not become Collateral hereunder by the relevant Replacement Date, the Net Sale Proceeds held in the Escrow Account shall be applied as a mandatory prepayment of the Loan.

Sale of a Vessel. If Immediately upon the sale of a Vessel, (i) the outstanding principal amount of the Tranche relating to such Vessel shall be immediately repaid in full, and (ii) any remaining proceeds from such Vessel sale after the repayment described in clause (i) and net of any commissions which are documented and payable to a Person that is not an Affiliate of the Borrowers wishes and taxes, if applicable (the “Excess Sale Proceeds”) shall be applied towards repayment of the remaining Tranches on a pro rata basis in an amount such that following such prepayment from Excess Sale Proceeds under this clause (ii), the Loan-to-Value Percentage shall equal the lesser of (x) the Loan-to-Value Percentage as in effect immediately prior to sell its Vessel before the sale of the relevant Final Maturity Date, Vessel (with the following steps Fair Market Value of the Vessel subject to a Mortgage to be determined based on the last delivered appraisals pursuant to Section 9.1(q)) and (y) 50%. The balance of any Excess Sale Proceeds after the satisfaction of clause (ii) of the preceding sentence shall be taken:- (a) The relevant Borrower shall give to the Agent not less than 15 days prior written notice of its intention to sell its Vessel, specifying the purchase price to be obtained, which shall be not less than an amount equal to the Liabilities outstanding in respect of the facility attributable released to the relevant Vessel, and enclosing a draft copy of Borrower. Prepayments under the relevant sale and purchase agreement to govern the sale. preceding clause (bii) The sale and purchase agreement shall provide for the Sale Proceeds to be remitted direct to the Agent whereupon the with Excess Sale Proceeds shall be applied by on a pro rata basis to each remaining Tranche, and applied against the Agent remaining repayment installments in respect of each Tranche (and including all amounts due on the relevant Borrower hereby authorizes and instructs the Agent to so apply such Sale Proceeds) for the account of the Lenders as follows:- (iFinal Payment Date) in or towards repayment of the Facility to which such Vessel relates, together with any interest accrued thereunder and any fees, charges and breakage costs which may be owing to the Agent and/or the Lenders under this Agreement and the Security Documents in the inverse order of application specified in Clause 29.5 (Partial payments); (ii) (in the case of there being a balance remaining and the charter free market value of the remaining Vessels is below the asset coverage ratio stated in Clause 22.8 (Asset coverage) or an Event of Default has occurred) in or towards repayment of the Facilities to which the remaining Vessels relate, together with any fees or charges incurred pursuant to Clause 14 (Other Indemnities), in the order of application specified in Clause 29.5 (Partial payments); (iii) (where such conditions are satisfied save for the charter free market value of the remaining Vessels being below the asset coverage ratio stated in Clause 22,8 (Asset coverage)) the Borrowers shall make an additional prepayment maturity. Prepayment of the Loan in an amount required to maintain the asset coverage ratio stated in Clause 22.8 under this paragraph (Asset coverage); and (iva) (in the case of there being a surplus remaining after the application of the Sale Proceeds in sub-paragraphs (i) and (ii) above) direct to or to the order of the Borrowers, always provided that no Event of Default shall have occurred and be continuing. (c) The Agent shall be under no obligation to execute made together with accrued but unpaid interest thereon and deliver the discharges and re-assignments of the Security Documents relative to the Vessel being sold until it is satisfied that the Sale Proceeds will be applied in the manner specified in paragraph (b) above. If it is so satisfied it shall execute such discharges and re-assignments in a timely manner to facilitate such a sale of the VesselPrepayment Interest.