Common use of The Vessels Clause in Contracts

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 Code, ISP Code, Annex VI and MTSA including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto and the Lenders shall have received a copy of the SMC, ISSC and IAPPC for such Vessel; (ix) upon the request of any Lender and to the extent a Vessel is required by applicable law to maintain an Inventory of Hazardous Materials, a copy of the Inventory of Hazardous Materials with respect to each Vessel; (x) certificates of documentation in respect of any Vessel that is a Xxxxx Act Vessel; and (xi) evidence that the Mortgage over such Vessel has been, or will be concurrently with the making of the Loans on the Initial Funding Date or Prepositioning Release Date, as applicable, duly recorded under the laws of the relevant Approved Flag Jurisdiction and the Mortgage constitutes a first preferred mortgage lien under the laws of the relevant Approved Flag Jurisdiction;

The Vessels. Each of the Finance Parties The Facility Agent 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):Vessel: (i) evidence satisfactory to it that such Vessel is in the sole and absolute ownership of a Vessel Owner Borrower and duly registered in such Vessel OwnerBorrower’s name under the laws and flag of the relevant Approved Flag Designated 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) certified copies of any Assignable Charters in place on such datethe Effective Date; (iv) an executed copy of the relevant Vessel Manager’s Undertaking relating to each such Vessel together with a copy of the relevant Management Agreement and the Vessel Manager’s DOCAgreement; (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 Insurances9.1(t) hereof and all requirements of the applicable Mortgage and Section 10.1(t) (Maintenance of Insurances9.1(t) 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 LendersFacility Agent); (vii) if required by the LendersFacility Agent, an inspection report in relation to each Vessel addressed to the Facility Agent, obtained from surveyors appointed by the Lenders Facility Agent not more than ten days prior to Initial Funding the Drawdown Date, evidencing that the relevant Vessel is seaworthy and capable of safe operation and is in all other respects satisfactory to the Lenders;Facility Agent; and (viii) evidence that each of the Vessels complies and the Operator complies with the requirements of the ISM Code, ISP Code, Annex VI and MTSA including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto and the Lenders Facility Agent shall have received a copy of the DOC, SMC, ISSC and IAPPC for such Vessel; (ix) upon the request of any Lender and to the extent a Vessel is required by applicable law to maintain an Inventory of Hazardous Materials, a copy of the Inventory of Hazardous Materials with respect to each Vessel; (x) certificates of documentation in respect of any Vessel that is a Xxxxx Act Vessel; and (xi) evidence that the Mortgage over such Vessel has been, or will be concurrently with the making of the Loans on the Initial Funding Date or Prepositioning Release Date, as applicable, been duly recorded under the laws of the relevant Approved Flag Designated Jurisdiction and the Mortgage constitutes a first preferred mortgage lien under the laws of the relevant Approved Flag Designated Jurisdiction;

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 DateSEACOR Offshore 2 Vessels): (i) evidence satisfactory to it that such Vessel is in the sole and absolute ownership of a Vessel Owner Subsidiary Guarantor and duly registered in such Vessel OwnerSubsidiary Guarantor’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 datethe Funding 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 DOCAgreement; (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 the 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 Code, ISP Code, Annex VI and MTSA including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto and the Lenders shall have received a copy of the DOC, SMC, ISSC and IAPPC for such Vessel; (ix) upon the request of any Lender and to the extent a Vessel is required by applicable law to maintain an Inventory of Hazardous Materials, a copy of the Inventory of Hazardous Materials with respect to each Vessel; (x) certificates of documentation in respect of any Vessel that is a Xxxxx Act Vessel; and (xi) evidence that the Mortgage over such Vessel has been, or will be concurrently with the making of the Loans Loan on the Initial Funding Date or Prepositioning Release Date, as applicable, duly recorded under the laws of the relevant Approved Flag Jurisdiction and the Mortgage constitutes a first preferred mortgage lien under the laws of the relevant Approved Flag Jurisdiction;

The Vessels. (a) Each of the Finance Parties shall have receivedVessel SPVs has good title, with respect to each Vessel (free and clear of all Liens, other than each COSCO Vessel or Santander Vessel pursuant to the extent Ship Mortgages defined in the COSCO Indebtedness Seller Credit Agreement, to the applicable Vessel set forth opposite its name on Annex A. Except as set forth in Section 4.5(a) of the Seller Disclosure Letter, there are no leases, subleases, licenses or Santander other agreements to which the Vessel SPVs are parties granting to any Person other than the Vessel SPVs any right to the possession, use, occupancy or enjoyment of the Vessels or any portion thereof. (b) Each Vessel is refinanced classed by a classification society which is a member of the International Association of Classification Societies and is materially in class with all class and trading certificates valid through the Loans advanced on a subsequent Funding Date, which shall be received on such subsequent Funding Date): date of this Agreement and (i) evidence satisfactory no event has occurred and no condition exists that would cause such Vessel’s class to it that such Vessel is in the sole be suspended or withdrawn, 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 is free of damage affecting its class. Each Vessel shall be delivered at its Vessel Delivery free of stowaways with her class notation maintained without condition/recommendation (provided that such Vessel is classed notes and memoranda, if any, in the highest surveyor’s report which are accepted by the classification society without condition/recommendation are not to be taken into account), free of average damage affecting the Vessel’s class, and rating for vessels with her classification certificates and national certificates, as well as all other certificates, valid and unextended without condition/recommendation (provided that notes and memoranda, if any, in the surveyor’s report which are accepted by the classification society without condition/recommendation are not to be taken into account) by the relevant classification society or other relevant authorities at the time of delivery. (c) Prior to the date of this Agreement, the Seller has delivered and made available to the Buyer, or has caused the Vessel SPVs to deliver and make available to the Buyer, accurate, complete and correct copies 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 most recent inspection reports relating to each Vessel together with a copy set forth on Section 4.5(d) 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 Code, ISP Code, Annex VI and MTSA including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto and the Lenders shall have received a copy of the SMC, ISSC and IAPPC for such Vessel; (ix) upon the request of any Lender and to the extent a Vessel is required by applicable law to maintain an Inventory of Hazardous Materials, a copy of the Inventory of Hazardous Materials with respect to each Vessel; (x) certificates of documentation in respect of any Vessel that is a Xxxxx Act Vessel; and (xi) evidence that the Mortgage over such Vessel has been, or will be concurrently with the making of the Loans on the Initial Funding Date or Prepositioning Release Date, as applicable, duly recorded under the laws of the relevant Approved Flag Jurisdiction and the Mortgage constitutes a first preferred mortgage lien under the laws of the relevant Approved Flag Jurisdiction;Seller Disclosure Letter.