The Vessels. Each of the Vessels will on the relevant Utilisation Date relating to such Vessel be:
a) in the absolute ownership of the relevant Borrower, free and clear of all encumbrances (other than Permitted Encumbrances) and the relevant Borrower be the sole, legal and beneficial owner of such Vessel;
b) registered in the name of the relevant Borrower with the Approved Ship Registry under the laws and flag of such Approved Ship Registry;
c) operationally seaworthy in every way and fit for service; and
d) classed with DNV GL, American Bureau of Shipping, Lloyds or any other classification society acceptable to the Majority Lenders (such consent not to be unreasonable withheld), free of all overdue material requirements, recommendations or adverse notations.
The Vessels. In respect of each Vessel:
a) The Charterparties (if any);
b) Evidence (by way of transcript of registry) that the Vessel is, or will be, registered in the name of the relevant Borrower in the Hong Kong Registry, that the relevant Mortgage has been, or will in connection with the utilisation of the relevant Loan be, executed and recorded with its intended first priority against the Vessel and that no other encumbrances, maritime liens, mortgages or debts whatsoever are registered against the Vessel;
c) An updated class certificate related to the Vessel from the relevant classification society, confirming that the Vessel is classed with the highest class in accordance with Clause 25.3 (Classification and repairs), free of extensions and overdue recommendations;
d) Copies of insurance policies/cover notes documenting that insurance cover has been taken out in respect of the Vessel in accordance with Clause 25.2 (Insurance), and evidencing that the Agent's (on behalf of the Finance Parties and the Hedging Bank) Security Interest in the insurance policies have been noted in accordance with the relevant notices as required under the Assignment Agreement;
e) The Vessel's current SMC;
f) A copy of the ISSC; and
g) The Technical Manager's current DOC.
The Vessels. Each of the Finance Parties shall have received, with respect to each Vessel (other than each COSCO Vessel or Santander Vessel to the extent the COSCO Indebtedness or Santander Vessel is refinanced with the Loans advanced on a subsequent Funding Date, which shall be received on such subsequent Funding Date):
(i) evidence satisfactory to it that such Vessel is in the sole and absolute ownership of a Vessel Owner and duly registered in such Vessel Owner’s name under the laws and flag of the relevant Approved Flag Jurisdiction, unencumbered, save and except for the relevant Mortgage recorded against it and Permitted Liens;
(ii) evidence satisfactory to it that such Vessel is classed in the highest classification and rating for vessels of the same age and type with the respective Classification Society without any material outstanding recommendations affecting class;
(iii) copies of any Assignable Charters in place on such date;
(iv) an executed copy of the Vessel Manager’s Undertaking relating to each Vessel together with a copy of the relevant Management Agreement and the Vessel Manager’s DOC;
(v) the Group’s policy for recycling vessels, stating that scrapping of Vessel will be conducted in compliance with the International Maritime Organization Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and any future guidelines issued by the International Maritime Organization in connection therewith;
(vi) evidence satisfactory to it that such Vessel is insured in accordance with the provisions of the applicable Mortgage or Vessel Owner Undertaking Letter and Section 10.1(t) (Maintenance of Insurances) hereof and all requirements of the applicable Mortgage and Section 10.1(t) (Maintenance of Insurances) hereof in respect of such insurance have been fulfilled (including, but not limited to, letters of undertaking from the insurance brokers, including confirmation notices of assignment, notices of cancellation and loss payable clauses acceptable to the Lenders);
(vii) if required by the Lenders, an inspection report in relation to each Vessel addressed to the Facility Agent, obtained from surveyors appointed by the Lenders not more than ten days prior to Initial Funding Date, evidencing that the relevant Vessel is seaworthy and capable of safe operation and is in all other respects satisfactory to the Lenders;
(viii) evidence that each of the Vessels complies and the Operator complies with the requirements of the ISM C...
The Vessels. The Vessels will on the relevant Utilisation Date be:
(a) in the absolute ownership of the relevant Borrower free and clear of all encumbrances (other than current crew wages and the Mortgages) and the relevant Borrower will be the sole, legal and beneficial owner of the relevant Vessel;
(b) registered in the name of the relevant Borrower with the relevant Approved Ship Registry under the laws and flag applicable for the relevant Approved Ship Registry;
(c) operationally seaworthy in every way and fit for service; and
(d) classed with ABS or such other classification society as approved by the Agent, free of all overdue requirements and other recommendations.
The Vessels the Administrative Agent shall have received evidence satisfactory to it that the relevant Vessel:
(i) has been delivered to the relevant Guarantor and that the relevant Guarantor has paid its equity portion of the purchase price of the Vessel to the sellers of the Vessel;
(ii) is in the sole and absolute ownership of the relevant Guarantor and duly registered in such Guarantor's name under the flag of a Permitted Jurisdiction, respectively, unencumbered, save and except for the Mortgage, recorded against it and as otherwise permitted thereby;
(iii) is classed in the highest classification and rating for vessels of the same age and type with the respective Classification Society as set forth in Schedule 2 without any material outstanding recommendations;
(iv) is operationally seaworthy and in every way fit for its intended service;
(v) is insured in accordance with the provisions of the Mortgage recorded against it and the requirements thereof in respect of such insurance have been complied with;
The Vessels. (a) Appraisal reports on the Market Value of the Vessel not being older than one hundred (100) days before the Utilisation Date evidencing compliance with Clause 25.1 (Minimum Market Value);
(b) A certified copy of the Protocol of Delivery and Acceptance under the relevant purchase agreement;
(c) A copy of the Xxxx of Sale;
(d) Certificate of ownership and encumbrances from the appropriate authorities showing the registered ownership of the Vessel;
(e) An updated class certificate related to the Vessel from the relevant classification society, confirming that the Vessel is classed with the highest class in accordance with Clause 25.5 (Flag, trading, Classification and repairs), free of extensions and overdue recommendations;
(f) results of maritime registry searches with respect to the Vessel, which results shall be acceptable to the Agent;
(g) documents evidencing compliance with the ISM Code and ISPS Code; #4666581/6 90 (104)
(h) certificates from insurance brokers evidencing that the relevant Borrower has taken out insurances in accordance with Clause 25.3 (Insurance), including standard letters of undertaking from the insurers confirming the loss payable clauses; and
(i) the Insurance Report.
The Vessels. The Borrowers have entered into or will enter in a memorandum of agreement for the purchase of the Vessels (as defined below).
The Vessels. Each Vessel is or will, from (and including) the relevant Acquisition Date, be:
(a) in the absolute ownership of the relevant Borrower free and clear of all encumbrances (other than current crew wages and the relevant Mortgage) and, the respective Borrower is and will remain the sole, legal and beneficial owner of such Vessel; #4666581/6 44 (104)
(b) registered in the name of the relevant Borrower with the Ship Registry;
(c) kept in a good, safe and efficient condition and state of repair consistent with prudent ownership and management practice; and
(d) classed with an Approved Classification Society, free of all overdue requirements and recommendations.
The Vessels. (a) A proceeding shall have been commenced on behalf of the United States of America to effect the forfeiture of any of the Vessels or any notice shall have been issued on behalf of the United States of America of the seizure of any of the Vessels or to the effect that the Certificate of Documentation of any of the Vessels is subject to cancellation or revocation, for any reason whatsoever and the Borrower shall have failed within ten (10) days of the occurrence thereof to have assigned and pledged to the Bank, or cause to have assigned and pledged to the Bank, additional collateral having an aggregate value (as determined by the Bank in its sole discretion) at least equal to the agreed value (as set forth on Schedule 3.5) of such Vessel or Vessels in accordance with Section 2.5; or
(b) Any Borrower or any Guarantor shall lose its status as a citizen of the United States of America for the purpose of operating vessels in the coastwise trade in accordance with Section 2 of the Shipping Act of 1916, as amended; or
The Vessels. (a) A proceeding shall have been commenced on behalf of the United States to effect the forfeiture of any of the Vessels or any notice shall have been issued on behalf of the United States of the seizure of any of the Vessels or to the effect that the certificate of documentation of any of the Vessels is subject to cancellation or revocation, for any reason whatsoever and such forfeiture could reasonably be expected to have a Material Adverse Effect; or
(b) Any Loan Party which owns a Vessel shall lose its status as a citizen of the United States for the purpose of operating vessels in the coastwise trade in accordance with Section 2 of the Shipping Act of 1916, as amended; then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare all of the Commitments of each appropriate Lender (other than the Commitment in respect of Letter of Credit Advances by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c)) and of the Issuing Bank to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate (PROVIDED, HOWEVER, that with respect to the Term A Commitment only, such termination may occur only in the event of an Event of Default arising out of any Section enumerated in Section 3.4(a)(ii)), and (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such interest and all such other amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower and (B) by notice to each party required under the terms of any agreement in support of which a Standby Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable; PROVIDED, HOWEVER, that in the event of an actual entry of an order for relief with respect to any Loan Party or any of its Subsidiaries under the Federal Bankruptcy Code, (x) the obligation of each Lender to make Advances (other than Letter of Credit Advances by the Issuing Bank or a Revolving Credit Lender pursuant to Section 2.3(c)) and of the Issuing Bank to issue Letters of Credit shall automatically be terminated an...
