Vessel Substitution. If a Vessel nomination is rejected by Seller, Xxxxx is obligated to nominate another, suitable Vessel for Seller’s acceptance as provided in these GTCs. If a Vessel nomination is accepted by Xxxxxx, Xxxxx may substitute another Vessel by nominating it for Seller’s acceptance. Nomination of a substitute Xxxxxx shall be made no later than four days before the Vessel’s arrival at the Cargo Transfer Point. A Vessel nomination that has been accepted by Xxxxxx is not superseded until a substitute Xxxxxx nomination has been accepted by Seller.
Vessel Substitution. If a Vessel nomination is rejected by Xxxxx, Seller shall nominate another, suitable Vessel for Buyer’s acceptance as provided in these GTCs. If a Vessel nomination is accepted by Xxxxx, Seller may substitute another Vessel by nominating it for Buyer’s acceptance. Nomination of a substitute Xxxxxx shall be made no later than four days before the Vessel’s arrival at the Cargo Transfer Point.
Vessel Substitution. (a) In the event that a Vessel is sold or becomes a Total Loss or is not delivered to the Borrower, the Borrower may, at any time within ninety (90) days after the sale of the Vessel, the Date of Total Loss of the Vessel or the date of cancellation of the Shipbuilding Contract, substitute the Vessel with a replacement vessel in accordance with the terms of this Clause 6.6. The replacement vessel shall be required:
(i) to undergo a valuation conducted to determine its Market Value;
(ii) as at the time of substitution, to be of at least equal value to the latest Market Value of the Vessel (assuming, where relevant, that the Vessel had not become the subject of a Total Loss), provided always that the value of the replacement vessel may be less than the latest Market Value of the Vessel if the Borrower prepays, at the time of substitution, an amount of the Loan relating to such Vessel equal to the difference between the value of the replacement vessel and the latest Market Value of the Vessel (discounting the effects of any Total Loss upon the value of the Vessel);
(iii) to have a similar remaining useful life as the Vessel; and
(iv) to be time chartered under a time charter in form and substance in all material respects acceptable to the Facility Agent with a time charterer acceptable in all respects to the Facility Agent, with a term extending at least to the Final Maturity Date, such determinations to be made by the Facility Agent (acting on the instructions of the Majority Lenders) (the Replacement Vessel).
(b) Any such request by the Borrower pursuant to Clause 6.6(a) above (the Replacement Request) shall be made to the Facility Agent in writing at least thirty (30) Business Days prior to the proposed date of substitution (the Substitution Date) and shall be accompanied by evidence of compliance by the Borrower with the conditions specified in Clause 6.6 above.
(c) Subject to satisfaction of the above conditions in full, the Facility Agent (acting on the instructions of the Majority Lenders) shall agree to the replacement of the Vessel by the Replacement Vessel on the Substitution Date provided that:
(i) as at the date of the Replacement Request and at the Substitution Date, no Default or Event of Default has occurred and is continuing;
(ii) there are no material and adverse tax, credit or other relevant implications which it is possible may arise as a result of the substitution;
(iii) the Facility Agent has received a survey in respect of the Replacement...
Vessel Substitution. Should the Vessel (i) be lost or become a constructive total loss, (ii) in Owners’ judgment, be expected to be off-hire for a term exceeding sixty (60) days, excluding time for periodic dry docking required by applicable U.S. Coast Guard or classification rules or regulations, or (iii) otherwise be off-hire for the reason described in Clause 21b. above, Owners have the option to substitute a similar U.S. Flag vessel with same or greater speed, same or lower fuel consumption, and same or less draft always subject to Charterers’ approval which shall not be unreasonably withheld. Charterers approval or disapproval of a substitute vessel shall be given within fifteen (15) days of the later to occur of Owners’ written notification to Charterers of the proposed substitution or Charterer’s completion of inspection of the substitute vessel. If Owners do not elect to exercise this option within thirty (30) days from the date of the Vessel’s loss, this Charter shall be terminated as of the date the Vessel was lost or becomes a constructive total loss without any liability on the part of Charterers, except that Charterers shall be liable for their obligations hereunder up to the date of such loss.
Vessel Substitution. 7.11.1 In circumstance contemplated by Clause 7.6, and provided no Default is then in existence, the Borrowers may elect to propose a substitute vessel by the procedure set out in this Clause 7.11.
7.11.2 Instead of making the prepayment in the amount and at the time specified in Clause 7.6, the Borrowers shall place an equivalent amount in the Reserve Account on or before the date the prepayment would otherwise have fallen due (the "Deposit").
7.11.3 The Borrowers may nominate a substitute vessel which shall be a product tanker (XX0, XX0, MR or handy size) of the same age or younger than the Vessel that was sold or declared a Total Loss, and with at least an equivalent Market Value, no less than 10 Business Days prior to the proposed date of substitution.
7.11.4 The Agent, on the instruction of the Majority Lenders acting reasonably, shall give notice to the Borrowers as soon as practicable as to whether or not the nominated substitute vessel is acceptable and fulfils the requirements set out in Clause 7.11.3.
7.11.5 If such nomination is accepted, then the relevant owner shall enter into a guarantee on the same terms as the Guarantee, and other Security Documents relating to the substitute vessel in the same form as the equivalent documents relating to the Vessel which was sold or became a Total loss.
7.11.6 The Agent will specify other conditions precedent to the substitution (to include but not be limited to corporate authorities, legal opinions, evidence of class, evidence of adequate insurance coverage and payment of a fee of $25,000, and a pledge over the shares in the relevant owner in favour of the Security Agent and to be broadly similar to the conditions precedent relating to other drawdowns), and on satisfaction of such conditions the Deposit shall be released.
7.11.7 If the Borrowers elect not to propose a substitute vessel, they may at any time use the Deposit as a prepayment hereunder, to be applied in accordance with Clause 7.6 (Mandatory prepayment on sale or Total Loss).
Vessel Substitution. Buyer may make one substitution of a vessel, provided the substituting vessel is of the same type, date of estimated time of arrival, plus or minus one day, and approximate size. If either the original or the substituting vessel is unable to lift the commodity by reason of the vessel having sunk or having su¦ered incapacitating physical damage, an additional substitution shall be made of a vessel of the same type, approximate size and with a position agreeable to Buyer and Seller. Such agreement shall not be unreasonably withheld. The nomination of any substituting vessel under this clause shall be subject to the Preadvice requirements of this clause, regardless of any Preadvice previously given, unless the estimated time of arrival of the substituting vessel is the same as the estimated time of arrival of the original vessel when nominated. No substitution of vessels other than as provided in this clause shall be made. If this is a “named vessel” contract, no substitution other than after a casualty as described above shall be permitted.
Vessel Substitution. (a) In the event that a Vessel is removed pursuant to Clause 6.3 above or sold or becomes a Total Loss or is not delivered to the Guarantor, the Guarantor may, at any time within one hundred and twenty (120) days after the removal of the Vessel or ninety (90) days after the sale of the Vessel, the Date of Total Loss of the Vessel or the date of cancellation of the Shipbuilding Contract, substitute the Vessel with a replacement container vessel in accordance with the terms of this Clause 6.
Vessel Substitution. If a Vessel is sold by a Collateral Owner or becomes a Total Loss (the “Disposed Vessel”), the Borrower may (and, if the Borrower decides to provide a Replacement Vessel, it shall procure that the Replacement Collateral Owner and each other Security Party shall) on the date falling no later than 150 days after any such sale or Total Loss (the “Substitution Period”), without any requirement for cancellation:-
(a) replace the Disposed Vessel with a Replacement Vessel;
(b) promptly do all such acts or execute all such documents (including agreements, assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent); and
(c) provide to the Agent such applicable documents and other evidence listed in Schedule 2 in relation to that Replacement Collateral Owner, each in form and substance reasonably satisfactory to the Agent. During the Substitution Period the Maximum Loan Amount shall be temporarily reduced in accordance with clause 7.5 (Mandatory prepayment on sale or Total Loss). For the purposes of this Clause:-
Vessel Substitution. The Borrower may, subject to the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed), substitute any Vessel with a Substitute Vessel as security for its outstanding indebtedness to the Agent hereunder. Such Substitute Vessel shall be of a type similar to the replaced Vessel and its market value, as appraised by the Appraiser at the cost of the Borrower, shall not be less than such percentage of the Loan then outstanding and applicable to such replaced Vessel. The Borrower shall promptly execute all such documents and take such further action as the Agent may reasonably request to effect such substitution of security.
Vessel Substitution. The Borrower or the Guarantor may substitute one or more vessels (collectively, the "NEW VESSELS" and each a "NEW VESSEL") for any of the vessels listed in Schedule 2 (collectively, the "ORIGINAL VESSELS" and each an "ORIGINAL VESSEL") provided that each New Vessel shall:
10.3.1 be built no earlier than 1996;
10.3.2 be an offshore supply vessel of the Borrower's usual quality and standard or otherwise approved by the Facility Agent;
10.3.3 have a Fair Market Value equal to or greater than that of the Original Vessel for which the substitution is made; and
10.3.4 shall maintain a Classification and Flag acceptable to the Facility Agent, and for the purposes of this clause 10.3 any New Vessel shall become an Original Vessel once it has satisfied the requirements of being a Mortgaged Vessel as listed in the definition thereof.
