Common use of Vessel Substitution Clause in Contracts

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, reasonably satisfactory to the Facility Agent; and (iv) on or prior to the Substitution Date, the Borrower will have executed equivalent Security Documents in relation to the Replacement Vessel, including but not limited to a first priority ship mortgage in a jurisdiction acceptable to the Facility Agent, an assignment of the earnings, obligatory insurances and any management and charter arrangements in respect of the Replacement Vessel, and such other security documents as the Facility Agent (acting on the instructions of the Majority Lenders) may determine appropriate in order to place the Finance Parties in substantially the same position in all respects (mutatis mutandis) as they would have been in prior to the Substitution Date. (d) All costs in connection with the Replacement Request (including but not limited to the costs of any legal advisors and any costs incurred in valuing and surveying the Replacement Vessel) shall be for the account of the Borrower.

Vessel Substitution. (a) In As an alternative to paying the event that Prepayment Amount if a Vessel is sold or becomes by a Total Loss or is not delivered to the BorrowerCollateral Owner, the Borrower may, at any time within ninety on the Sale Mandatory Prepayment Date, transfer to the Restricted Cash Account an amount equal to the Prepayment Amount (90a “Deposit”). The Deposit shall be released to the Borrower on the date on which the Agent is satisfied that the conditions in Clause 7.6(b) days after (Vessel Substitution) have been met (so long as this occurs during the sale Substitution Period). If the Deposit has not been released by the last day (inclusive) of the VesselSubstitution Period, the Date of Total Loss it shall be applied in prepayment of the Vessel or the date of cancellation of the Shipbuilding Contract, substitute the Vessel with a replacement vessel Loan in accordance with the terms of this Clause 6.6. The replacement vessel shall be required: 7.5 (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 Mandatory Prepayment on sale or 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 If a Vessel is sold by a Collateral Owner (and the Borrower pursuant has opted to pay a Deposit in accordance with Clause 6.6(a7.6(a)) above or becomes a Total Loss (the “Disposed Vessel”), the Borrower may (and, if the Borrower decides to provide a Replacement RequestVessel, it shall procure that the Replacement Collateral Owner and each other Security Party shall) shall be made to on the Facility Agent date falling no later than 150 days after any such sale or, in writing at least thirty (30) Business Days prior to the proposed date case of substitution a Total Loss, the Total Loss Prepayment Date (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:Period”): (i) as at replace the date of the Disposed Vessel with a Replacement Request and at the Substitution Date, no Default or Event of Default has occurred and is continuingVessel; (ii) there are no material promptly do all such acts or execute all such documents (including agreements, assignments, transfers, mortgages, charges, notices and adverse tax, credit or other relevant implications which it is possible instructions) as the Security Agent may arise reasonably specify (and in such form as a result the Security Agent may reasonably require in favour of the substitution;Security Agent); and (iii) provide to the Facility Agent has received a survey such applicable documents and other evidence listed in respect of the Schedule 2 in relation to that Replacement VesselCollateral Owner, each in form and substance reasonably satisfactory to the Facility Agent; and (iv) on or the Replacement Vessel must be a vessel registered under an Approved Flag in the ownership of a Replacement Collateral Owner, acceptable to the Agent in its absolute discretion (each, a “Replacement Vessel”) having a Market Value which, when aggregated with the Market Value of the other Collateral Vessels and any additional security provided by the Borrower, including without limitation, any part of the Deposit referred to in Clause 7.6(a) (and taking into account any prepayment made pursuant to Clause 7.6(b)) results in the VTL Coverage being at least equal to the VTL Coverage maintained immediately prior to the Substitution Date, the Borrower will have executed equivalent Security Documents in relation to the Replacement Vessel, including but not limited to a first priority ship mortgage in a jurisdiction acceptable to the Facility Agent, an assignment sale or Total Loss of the earnings, obligatory insurances and any management and charter arrangements in respect of the Replacement Disposed Vessel, and such other security documents as the Facility Agent (acting on the instructions of the Majority Lenders) may determine appropriate in order to place the Finance Parties in substantially the same position in all respects (mutatis mutandis) as they would have been in prior to the Substitution Date. (dc) All costs in connection with For the Replacement Request (including but not limited to the costs purposes of any legal advisors and any costs incurred in valuing and surveying the Replacement Vessel) shall be for the account of the Borrower.this Clause:

Vessel Substitution. (a) In the event that a Vessel is sold or becomes a Total Loss or is not delivered to the BorrowerLoss, the Borrower may, at any time within ninety (90) days after the sale of the Vessel, Vessel or the Date of Total Loss of the Vessel or the date of cancellation of the Shipbuilding ContractVessel, 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;in accordance with Clause 18 (Valuation). (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 VesselVessel ();; and (iii) to have with the same or 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 6.6(a) 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, reasonably satisfactory to the Facility Agent; and (iv) on or prior to the Substitution Date, the Borrower will have executed equivalent Security Documents in relation to the Replacement Vessel, including but not limited to a first priority ship mortgage in a jurisdiction acceptable to the Facility Agent, an assignment of the earnings, obligatory insurances and any management and charter arrangements in respect of the Replacement Vessel, and such other security documents as the Facility Agent (acting on the instructions of the Majority Lenders) may in its sole discretion determine appropriate in order to place the Finance Parties in substantially the same position in all respects (mutatis mutandis) as they would have been in prior to the Substitution Date. (d) All costs in connection with the Replacement Request (including but not limited to the costs of any legal advisors and any costs incurred in valuing and surveying the Replacement Vessel) shall be for the account of the Borrower.