Vessel Collateral Clause Samples
POPULAR SAMPLE Copied 1 times
Vessel Collateral. Each Borrower hereby pledges, assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Guaranteed Creditors, a security interest in all of the following Property now owned or at any time hereafter acquired by such Borrower or in which such Borrower now has or at any time in the future may acquire any right, title or interest to the extent that the following arises from or is used in connection with or is necessary for the operation of the Vessels listed on Schedule 2 and any other Vessel that is now or hereafter collateral for any of the Borrower Obligations (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Borrower Obligations:
(1) all Accounts;
(2) all Chattel Paper (whether Tangible Chattel Paper or Electronic Chattel Paper);
(3) all Commercial Tort Claims;
(4) all Documents;
(5) all General Intangibles (including, without limitation, rights in and under any Swap Agreements);
(6) all Goods (including, without limitation, all Inventory and all Equipment, but excluding all Fixtures);
(7) all Instruments;
(8) all Investment Property;
(9) all Letter-of-Credit Rights (whether or not the letter of credit is evidenced by a writing);
(10) all Supporting Obligations;
(11) all books and records pertaining to the Collateral; and ▇▇▇▇▇ Fargo, et al. September , 2006
(12) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; provided, however, that notwithstanding anything in the Loan Documents to the contrary, the Collateral shall not include (i) any charters or other customer contracts (“Excluded Contracts”) to which a Borrower is a party which contain enforceable restrictions on the assignment or transfer of such Borrower’s rights thereunder (unless the term resulting in such unenforceability, breach, termination or default would be ineffective or unenforceable under Section 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable law or principles of equity), then the liens and security agreements granted under this Agreement shall be limited only to the extent necessary to comply with such enforceable restrictions (with such limitation automatically ceasing upon removal of, or receipt of any consent with re...
Vessel Collateral. (i) Within thirty (30) days of the acquisition (including by way of construction or through a Permitted Asset Swap) (or by such later date as the Administrative Agent may agree to in its sole discretion) by the Borrower or any Restricted Subsidiary of any Vessel (excluding any Excluded Vessel) the Borrower or such Restricted Subsidiary shall mortgage, substantially on terms and conditions set forth in the Vessel Mortgage (or the applicable foreign law equivalent in form and substance reasonably acceptable to the Borrower, the Administrative Agent and Collateral Agent), such Vessel so as to grant to the Collateral Agent, for the ratable benefit of the Secured Parties, Vessel Mortgage Liens (or the foreign equivalent in form and substance reasonably acceptable to the Borrower, the Administrative Agent and Collateral Agent) thereon and first priority (subject to Permitted Liens) security interests (or the foreign equivalent in form and substance reasonably acceptable to the Borrower, the Administrative Agent and Collateral Agent) in all related property; provided, that notwithstanding anything to the contrary in Section 6.11(a), if the Restricted Subsidiary that has acquired any such Vessel that is required to become Collateral is not already a Guarantor, such Restricted Subsidiary of the Borrower shall become a Guarantor. No Loan Party shall be required to ▇▇▇▇▇ ▇ ▇▇▇▇ in any Excluded Vessel to the Collateral Agent for the benefit of the Secured Parties; provided, however, any Loan Party or Restricted Subsidiary may elect to ▇▇▇▇▇ ▇ ▇▇▇▇ in any Excluded Vessel to the Collateral Agent for the benefit of the Secured Parties, including for purposes of including any such Vessel in the calculation of the Collateral Coverage Ratio and the RCF Collateral Coverage Ratio. In the event any Loan Party or Restricted Subsidiary makes such election, such Loan Party or Restricted Subsidiary shall satisfy the requirements of this Section 6.11(d) in respect of such Vessels (assuming, for such purpose, that such Vessel does not constitute an Excluded Vessel).
(ii) [Reserved].
Vessel Collateral. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders:
(i) A copy of one or more certificates of ownership (CG-1330) issued by the National Vessel Documentation Center (“NVDC”) showing the Vessel Fleet Mortgage as an encumbrance of record on each owned Vessel listed in Schedule 3.29;
(ii) abstracts of title issued by the NVDC dated not earlier than seven days prior to the Closing Date for each Vessel owned by any Credit Parties or Subsidiary together with copies of each such Vessel’s current certificate of documentation and copies of the documents disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Vessels are duly documented in the name of the respective Credit Party and qualified for the coastwise trade. The Liens (other than Permitted Liens) indicated by such abstracts shall have been released or appropriate arrangements reasonably acceptable to the Administrative Agent have been made for such release;
(iii) arrangements satisfactory to the Administrative Agent shall have been made to have the notice referred to in Section 3.5 of such Vessel Fleet Mortgage placed on such Mortgaged Vessel;
(iv) copies of insurance cover notes and evidence of entry of each Vessel in a protection and indemnity club, together with a broker’s letter, describing all Vessel insurances in detail, in form and substance reasonably satisfactory to the Administrative Agent;
(v) counterpart of an Assignment of Insurances (together with notices of assignment and loss payable clauses) with respect to the Mortgaged Vessels, in each case duly executed and delivered by the record owner(s) of such Mortgaged Vessels and the applicable Mortgage Trustee(s); and
(vi) the material Chartered Vessel Documents shall have been delivered to the Administrative Agent or its counsel.
Vessel Collateral. This Loan is secured by a vessel more particularly described in a DEED OF COVENANTS AND FIRST STATUTORY MORTGAGE dated 16 MAY 1997, signed by Borrower, and delivered to Lender (collectively referred to herein as "Mortgage").
Vessel Collateral. Receipt by the Collateral Agent of the following:
(i) Vessel Mortgages. Fully executed and notarized Vessel Mortgages encumbering the vessels designated on Schedule 5.1(e)(i) and the additional Collateral covered thereby executed by the Credit Parties who are the registered owners of such vessels and evidence that each such Vessel Mortgage has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Collateral Agent, so as to enable the Collateral Agent to hold a perfected and enforceable first priority (subject to permitted maritime liens) preferred mortgage lien and security interest on such vessels and other Collateral.
Vessel Collateral