Vessels. (a) Lower Lakes shall maintain the documentation of the Cdn. Vessels under the laws of Canada and the registration of such Cdn. Vessels at the court in Nanticoke, Ontario (or Hxxxxxxx, Ontario, in the case of the Ojibway and the Kaministiqua) as Canadian Ships within the meaning of the Canada Shipping Act. Grand River shall maintain the documentation of the US Vessels that it owns under the laws of the United States of America (and shall ensure that the owner of each US Vessel not owned by it maintains the documentation of such US Vessels under the laws of the United States of America) and, except with respect to the Maumee, shall maintain the qualification of the US Vessels to operate in the US coastwide trade. Grand River and LLTC will maintain, or will cause the owners of the US Vessels to maintain, all proper licenses and permits in force at all times (other than the Maumee), and not do or permit anything to be done which might affect such documentation, registration or qualification. (b) Lower Lakes shall, and Grand River and LLTC shall or shall cause the owner of the US Vessels to, ensure that each of them: (i) will at all times preserve, repair and keep in thoroughly good and seaworthy repair and good order and condition the Vessels (other than the Maumee) and all machinery and equipment and appurtenances thereto up to a modern standard of usage, and maintain the same consistently with the best practices in respect of similar vessels; and in any event, it will maintain each Vessel (other than the Maumee) in such condition as will entitle her to be classified "+ 100 A1" by Lloyds Register of Shipping or an equivalent classification by The American Bureau of Shipping or by another classification society acceptable to the Lenders, and will furnish to the Agent, upon request, the certificate evidencing such classification; and at all times upon reasonable notice allow the Agent or its representatives access to each Vessel in order to view the state of repair; provided, that unless an Event of Default has occurred and is continuing, the Borrowers shall not be required to pay the costs of such access (including liability insurance) or for more than one inspection per year; (ii) will not suffer or permit the Vessels to be used or navigated in any manner inconsistent with any of the marine insurance policies thereon, and it shall comply and shall require the master, officers and engineers of the Vessels from time to time and at all times to comply in all material respects with all statutory rules, regulations, by-laws and ordinances relating to the operation and navigation of the Vessels or which from time to time may be in force and applicable thereto; (iii) will warrant and defend the title to the Vessels and its possession thereof for the benefit of the Lenders against the claims and demands of all Persons whomsoever; (iv) will pay and discharge, upon the due date thereof, all debts, damages and liabilities which have given rise or may give rise to maritime or possessory liens on the Vessels or to claims enforceable by action in rem against any thereof or to any similar process so as to keep the Vessels free from arrest or detention, and, in the event of arrest or detention of a Vessel being threatened or effected, it will forthwith notify the Agent and shall take all steps and make all payments necessary to obtain the release thereof forthwith and no later than 15 days from the date of receiving notice of any such arrest or detention; (v) except as set forth in Section 6.9(d), will not sell, mortgage or transfer any Vessel or any share or interest therein, in any manner, or agree to any charter of any Vessel, without the prior written consent of the Requisite Lenders, and any such written consent to any one mortgage, transfer or charter shall not be construed to be a waiver of this provision in respect of any subsequent mortgage, transfer or charter; (vi) will comply with and satisfy at all times the requirements of all requisite laws so as to maintain the Fleet Mortgages and the Mortgages as valid marine mortgages upon the Vessels and all of their accessories, appurtenances and equipment and all additions, improvements and replacements made in and to the Vessels and will not create, incur, cause or suffer to exist any Lien on the Vessels at any time other than Permitted Encumbrances; (vii) will provide the Agent promptly with such information as may be requested by the Agent regarding the Vessels, their location and employment, the particulars of all tonnages, salvages and copies of all charters and contracts; (viii) will pay or cause to be paid, upon the due dates thereof, all Taxes, rates, fees, levies, fines, tolls, charges, duties, penalties, excises, assessments, disbursements and all other outgoings payable in respect of the Vessels and their use, ownership, documentation, registration and maintenance and, when requested by the Agent, produce all relevant receipts therefor: (ix) will permit Agent or its authorized representative, whenever reasonably requested by Agent, to review the survey files of each Vessel; (x) will promptly give notice to the Agent of: (A) any notice of expropriation of a Vessel or action or proceeding which it believes might have a materially adverse effect on the financial condition of it or the Business; (B) all claims, proceedings or litigation in respect of a Vessel, whether or not any such claim, proceeding or litigation is covered by insurance; (C) any violation of any law, statute, rule or regulation which does or may materially adversely affect the operation of a Vessel; (D) any Lien registered against a Vessel; and (E) any material change proposed to be made in the structure, type or speed of a Vessel and will not permit to be made any such change which could reasonably be expected to prejudice the interests of the Lenders; (xi) will cause to be carried with each Vessel's papers on board such Vessel a certified copy of the applicable Fleet Mortgage or Mortgage, and of any amendments or supplements hereto or assignments hereof, and to exhibit the same on demand, to any person having business with such Vessel and to any representative of the Borrowers or the Lenders. Unless otherwise approved by the Lenders, a notice reading as follows, printed in plain type of such size that each paragraph of reading matter shall cover a space not less than six (6) inches wide by nine (9) inches high, and framed under glass, shall be placed and kept prominently displayed on each Vessel: This Vessel is owned by and is covered by a statutory ship mortgage for Canadian registered Vessels in favor of General Electric Capital Corporation, as agent and as mortgagee, as supplemented by an agreement with such mortgagee. Except as permitted under the terms of such mortgage or such agreement, no owner, operator, charterer, cargo owner, subcharterer or master of this Vessel, or any other person, has the right, power or authority to create, incur or permit to exist on this Vessel any lien whatsoever other than liens for crew's wages and salvage and liens for dock, harbor and canal charges. This Vessel is covered by a Second Amended and Restated First Preferred Fleet Mortgage dated September 28, 2011 in favor of General Electric Capital Corporation, as Agent (the "Mortgagee"), under authority of Chapter 313, Title 46 of the United States Code. Under the terms of said Mortgage, none of the Shipowner, any charterer, the Master of this Vessel, or any other person or entity has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than the lien of said Mortgage and liens for current crew's wages, general average, salvage and liens incurred in the ordinary course of operation of the Vessel which are not yet due and payable. Such notice shall be changed to reflect the identity of any successor to a Credit Party or the Agent. (xii) ensure that the Cdn. Vessels are employed in lawful trades between safe ports and safe places on the Great Lakes of North America and their connecting and tributary waters and on the St. Lxxxxxxx Seaway above the Anticosti Island; (xiii) will notify the Agent prior to entering into any contract for the use of any Vessel in salt water; and (xiv) shall, upon request, provide Agent with information relating to the refitting, winter work or dry dock surveying of the Vessels including information as to the progress, timing and cost thereof.
Appears in 1 contract
Vessels. (a) Lower Lakes shall maintain (i) the documentation of the Cdn. Vessels under the laws of Canada and the registration of such Cdn. Vessels at the court in Nanticoke, Ontario (or Hxxxxxxx, Ontario, any port in the case province of the Ojibway and the Kaministiqua) Ontario as Canadian Ships within the meaning of the Canada Shipping ActAct and (ii) the qualification of the Cdn. Vessels to operate in the Canadian coastwide trade. Lower Lakes will maintain all proper licenses and permits in force at all times, and not do or permit anything to be done which might affect such documentation, registration or qualification (except with respect to Vessel 17 prior to and while the vessel is undergoing conversion at the Conversion Shipyard as contemplated by Section 5.15(g) through (j) below). Each of Grand River and Black Creek shall maintain the documentation of the US Vessels that it owns under the laws of the United States of America (and shall ensure that the owner of each US Vessel not owned by it maintains the documentation of such US Vessels under the laws of the United States of America) and, except with respect to the Maumee, and shall maintain the qualification of the US Vessels to operate in the US coastwide trade. Grand River River, and LLTC Black Creek will maintain, or will cause the owners of the US Vessels to maintain, maintain all proper licenses and permits in force at all times (other than the Maumee), and not do or permit anything to be done which might affect such documentation, registration or qualification, other than, with respect to the Barge XxXxx and the Invincible, any failure to comply associated with and only to the extent required during a period of temporary lay-up.
(b) Lower Lakes shall (and with respect to Vessel 17, shall ensure that Lower Lakes Towing 17 shall), and Grand River and LLTC Black Creek shall or shall cause the owner of the US Vessels to, ensure that each of them:
(i) will at all times preserve, repair and keep in thoroughly good and seaworthy repair and good order and condition the Vessels (other than the Maumee) and all machinery and equipment and appurtenances thereto up to a modern standard of usage, and maintain the same consistently with the best practices in respect of similar vessels; and in any event, it will maintain each Vessel (other than the Maumee) in such condition as will entitle her to be classified "+ 100 A1" by Lloyds Register of Shipping or an equivalent classification by The American Bureau of Shipping or by another classification society acceptable to the Lenders, and will furnish to the Agent, upon request, the certificate evidencing such classification; and at all times upon reasonable notice allow the Agent or its representatives access to each Vessel in order to view the state of repair; provided, that unless an Event of Default has occurred and is continuing, the Borrowers shall not be required to pay the costs of such access (including liability insurance) or for more than one inspection per year;
(ii) will not suffer or permit the Vessels to be used or navigated in any manner inconsistent with any of the marine insurance policies thereon, and it shall comply and shall require the master, officers and engineers of the Vessels from time to time and at all times to comply in all material respects with all statutory rules, regulations, by-laws and ordinances relating to the operation and navigation of the Vessels or which from time to time may be in force and applicable thereto;
(iii) will warrant and defend the title to the Vessels and its possession thereof for the benefit of the Lenders against the claims and demands of all Persons whomsoever;
(iv) will pay and discharge, upon the due date thereof, all debts, damages and liabilities which have given rise or may give rise to maritime or possessory liens on the Vessels or to claims enforceable by action in rem against any thereof or to any similar process so as to keep the Vessels free from arrest or detention, and, in the event of arrest or detention of a Vessel being threatened or effected, it will forthwith notify the Agent and shall take all steps and make all payments necessary to obtain the release thereof forthwith and no later than 15 days from the date of receiving notice of any such arrest or detention;
(v) except as set forth in Section 6.9(d), will not sell, mortgage or transfer any Vessel or any share or interest therein, in any manner, or agree to any charter of any Vessel, without the prior written consent of the Requisite Lenders, and any such written consent to any one mortgage, transfer or charter shall not be construed to be a waiver of this provision in respect of any subsequent mortgage, transfer or charter;
(vi) will comply with and satisfy at all times the requirements of all requisite laws so as to maintain the Fleet Mortgages and the Mortgages as valid marine mortgages upon the Vessels and all of their accessories, appurtenances and equipment and all additions, improvements and replacements made in and to the Vessels and will not create, incur, cause or suffer to exist any Lien on the Vessels at any time other than Permitted Encumbrances;
(vii) will provide the Agent promptly with such information as may be requested by the Agent regarding the Vessels, their location and employment, the particulars of all tonnages, salvages and copies of all charters and contracts;
(viii) will pay or cause to be paid, upon the due dates thereof, all Taxes, rates, fees, levies, fines, tolls, charges, duties, penalties, excises, assessments, disbursements and all other outgoings payable in respect of the Vessels and their use, ownership, documentation, registration and maintenance and, when requested by the Agent, produce all relevant receipts therefor:
(ix) will permit Agent or its authorized representative, whenever reasonably requested by Agent, to review the survey files of each Vessel;
(x) will promptly give notice to the Agent of:
(A) any notice of expropriation of a Vessel or action or proceeding which it believes might have a materially adverse effect on the financial condition of it or the Business;
(B) all claims, proceedings or litigation in respect of a Vessel, whether or not any such claim, proceeding or litigation is covered by insurance;
(C) any violation of any law, statute, rule or regulation which does or may materially adversely affect the operation of a Vessel;
(D) any Lien registered against a Vessel; and
(E) any material change proposed to be made in the structure, type or speed of a Vessel and will not permit to be made any such change which could reasonably be expected to prejudice the interests of the Lenders;
(xi) will cause to be carried with each Vessel's papers on board such Vessel a certified copy of the applicable Fleet Mortgage or Mortgage, and of any amendments or supplements hereto or assignments hereof, and to exhibit the same on demand, to any person having business with such Vessel and to any representative of the Borrowers or the Lenders. Unless otherwise approved by the Lenders, a notice reading as follows, printed in plain type of such size that each paragraph of reading matter shall cover a space not less than six (6) inches wide by nine (9) inches high, and framed under glass, shall be placed and kept prominently displayed on each Vessel: This Vessel is owned by and is covered by a statutory ship mortgage for Canadian registered Vessels in favor of General Electric Capital Corporation, as agent and as mortgagee, as supplemented by an agreement with such mortgagee. Except as permitted under the terms of such mortgage or such agreement, no owner, operator, charterer, cargo owner, subcharterer or master of this Vessel, or any other person, has the right, power or authority to create, incur or permit to exist on this Vessel any lien whatsoever other than liens for crew's wages and salvage and liens for dock, harbor and canal charges. This Vessel is covered by [a Second Fourth Amended and Restated First Preferred Fleet Mortgage dated September 28March 11, 2011 2014] [an Amended and Restated First Preferred Fleet Mortgage dated March 11, 2014] in favor of General Electric Capital Corporation, as Agent (the "Mortgagee"), under authority of Chapter 313, Title 46 of the United States Code. Under the terms of said Mortgage, none of the Shipowner, any charterer, the Master of this Vessel, or any other person or entity has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than the lien of said Mortgage and liens for current crew's wages, general average, salvage and liens incurred in the ordinary course of operation of the Vessel which are not yet due and payable. Such notice shall be changed to reflect the identity of any successor to a Credit Party or the Agent.
(xii) ensure that the Cdn. Vessels are employed in lawful trades between safe ports and safe places on the Great Lakes of North America and their connecting and tributary waters and on the St. Lxxxxxxx Xxxxxxxx Seaway above the Anticosti Island;
(xiii) will notify the Agent prior to entering into any contract for the use of any Vessel in salt waterwater other than in any area located within the geographical limits set out in Section 5.5(b)(ii) and, in the case of Vessel 17, the LaLandia Swan Bareboat Charter; and
(xiv) shall, upon request, provide Agent with information relating to the refitting, winter work or dry dock surveying of the Vessels including information as to the progress, timing and cost thereof.
(c) The Credit Parties shall cause the applicable owner of each US Vessel to renew on an annual basis, prior to the reactivation of such US Vessel, any expired certificate evidencing such US Vessel’s classification by the American Bureau of Shipping or by another classification society acceptable to the Lenders, and will promptly, upon such renewal, furnish to Agent each such certificate.
Appears in 1 contract
Vessels. (a) Lower Lakes shall maintain the documentation of the Cdn. Vessels under the laws of Canada and the registration of such Cdn. Vessels at the court in Nanticoke, Ontario (or Hxxxxxxx, Ontario, in the case of the Ojibway and the Kaministiqua) as Canadian Ships within the meaning of the Canada Shipping Act. Grand River shall maintain the documentation of the US Vessels that it owns under the laws of the United States of America (and shall ensure that the owner of each US Vessel not owned by it the Manistee and the Barge McKee maintains the documentation of such those US Vessels under the laws of lawx xx the United States of America) and, except with respect to the Maumee, and shall maintain the qualification of the US Vessels to operate in the US coastwide trade. Grand River and LLTC will maintain, or will cause the owners of the US Vessels to maintain, all proper licenses and permits in force at all times (other than the Maumee)times, and not do or permit anything to be done which might affect such documentation, registration or qualification.
(b) Lower Lakes shall, and Grand River and LLTC shall or shall cause the owner of the US Vessels to, ensure that each of them:
(i) will at all times preserve, repair and keep in thoroughly good and seaworthy repair and good order and condition the Vessels (other than the Maumee) and all machinery and equipment and appurtenances thereto up to a modern standard of usage, and maintain the same consistently with the best practices in respect of similar vessels; and in any event, it will maintain each Vessel (other than the Maumee) in such condition as will entitle her to be classified "+ 100 A1" by Lloyds Register of Shipping or an equivalent classification by The American Bureau of Shipping or by another classification society acceptable to the Lenders, and will furnish to the Agent, upon request, the certificate evidencing such classification; and at all times upon reasonable notice allow the Agent or its representatives access to each Vessel in order to view the state of repair; provided, that unless an Event of Default has occurred and is continuingarising, the Borrowers shall not be required to pay the costs of such access (including liability insurance) or for more than one inspection per year;
(ii) will not suffer or permit the Vessels to be used or navigated in any manner inconsistent with any of the marine insurance policies thereon, and it shall comply and shall require the master, officers and engineers of the Vessels from time to time and at all times to comply in all material respects with all statutory rules, regulations, by-laws and ordinances relating to the operation and navigation of the Vessels or which from time to time may be in force and applicable thereto;
(iii) will warrant and defend the title to the Vessels and its possession thereof for the benefit of the Lenders against the claims and demands of all Persons whomsoever;
(iv) will pay and discharge, upon the due date thereof, all debts, damages and liabilities which have given rise or may give rise to maritime or possessory liens on the Vessels or to claims enforceable by action in rem against any thereof or to any similar process so as to keep the Vessels free from arrest or detention, and, in the event of arrest or detention of a Vessel being threatened or effected, it will forthwith notify the Agent and shall take all steps and make all payments necessary to obtain the release thereof forthwith and no later than 15 days from the date of receiving notice of any such arrest or detention;
(v) except as set forth in Section 6.9(d), will not sell, mortgage or transfer any Vessel or any share or interest therein, in any manner, or agree to any charter of any Vessel, without the prior written consent of the Requisite Lenders, and any such written consent to any one mortgage, transfer or charter shall not be construed to be a waiver of this provision in respect of any subsequent mortgage, transfer or charter;
(vi) will comply with and satisfy at all times the requirements of all requisite laws so as to maintain the Fleet Mortgages and the Mortgages as valid marine mortgages upon the Vessels and all of their accessories, appurtenances and equipment and all additions, improvements and replacements made in and to the Vessels and will not create, incur, cause or suffer to exist any Lien on the Vessels at any time other than Permitted Encumbrances;
(vii) will provide the Agent promptly with such information as may be requested by the Agent regarding the Vessels, their location and employment, the particulars of all tonnages, salvages and copies of all charters and contracts;
(viii) will pay or cause to be paid, upon the due dates thereof, all Taxes, rates, fees, levies, fines, tolls, charges, duties, penalties, excises, assessments, disbursements and all other outgoings payable in respect of the Vessels and their use, ownership, documentation, registration and maintenance and, when requested by the Agent, produce all relevant receipts therefor:
(ix) will permit Agent or its authorized representative, whenever reasonably requested by Agent, to review the survey files of each Vessel;
(x) will promptly give notice to the Agent of:
(A) any notice of expropriation of a Vessel or action or proceeding which it believes might have a materially adverse effect on the financial condition of it or the Business;
(B) all claims, proceedings or litigation in respect of a Vessel, whether or not any such claim, proceeding or litigation is covered by insurance;
(C) any violation of any law, statute, rule or regulation which does or may materially adversely affect the operation of a Vessel;
(D) any Lien registered against a Vessel; and
(E) any material change proposed to be made in the structure, type or speed of a Vessel and will not permit to be made any such change which could reasonably be expected to prejudice the interests of the Lenders;
(xi) will cause to be carried with each Vessel's papers on board such Vessel a certified copy of the applicable Fleet Mortgage or Mortgage, and of any amendments or supplements hereto or assignments hereof, and to exhibit the same on demand, to any person having business with such Vessel and to any representative of the Borrowers or the Lenders. Unless otherwise approved by the Lenders, a notice reading as follows, printed in plain type of such size that each paragraph of reading matter shall cover a space not less than six (6) inches wide by nine (9) inches high, and framed under glass, shall be placed and kept prominently displayed on each Vessel: This Vessel is owned by and is covered by a statutory ship mortgage for Canadian registered Vessels in favor of General Electric Capital Corporation, as agent and as mortgagee, as supplemented by an agreement with such mortgagee. Except as permitted under the terms of such mortgage or such agreement, no owner, operator, charterer, cargo owner, subcharterer or master of this Vessel, or any other person, has the right, power or authority to create, incur or permit to exist on this Vessel any lien whatsoever other than liens for crew's wages and salvage and liens for dock, harbor and canal charges. This Vessel is covered by a Second Amended and Restated First Preferred Fleet Mortgage dated September 28, 2011 in favor of General Electric Capital Corporation, as Agent (the "Mortgagee"), under authority of Chapter 313, Title 46 of the United States Code. Under the terms of said Mortgage, none of the Shipowner, any charterer, the Master of this Vessel, or any other person or entity has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than the lien of said Mortgage and liens for current crew's wages, general average, salvage and liens incurred in the ordinary course of operation of the Vessel which are not yet due and payable. Such notice shall be changed to reflect the identity of any successor to a Credit Party or the Agent.
(xii) ensure that the Cdn. Vessels are employed in lawful trades between safe ports and safe places on the Great Lakes of North America and their connecting and tributary waters and on the St. Lxxxxxxx Seaway above the Anticosti Island;
(xiii) will notify the Agent prior to entering into any contract for the use of any Vessel in salt water; and
(xiv) shall, upon request, provide Agent with information relating to the refitting, winter work or dry dock surveying of the Vessels including information as to the progress, timing and cost thereof.
Appears in 1 contract
Vessels. (a) Lower Lakes shall maintain (i) the documentation of the Cdn. Vessels under the laws of Canada and the registration of such Cdn. Vessels at the court in Nanticoke, Ontario (or Hxxxxxxx, Ontario, any port in the case province of the Ojibway and the Kaministiqua) Ontario as Canadian Ships within the meaning of the Canada Shipping Act, and (ii) the qualification of the Cdn. Vessels to operate in the Canadian coastwide trade. Lower Lakes will maintain all proper licenses and permits in force at all times, and not do or permit anything to be done which might affect such documentation, registration or qualification (except with respect to Vessel 17 prior to and while the vessel is undergoing conversion at the Conversion Shipyard as contemplated by Section 5.15(g) through (j) below). Each of Grand River and Black Creek shall maintain the documentation of the US Vessels that it owns under the laws of the United States of America (and shall ensure that the owner of each US Vessel not owned by it maintains the documentation of such US Vessels under the laws of the United States of America) and, except with respect to the Maumee, and shall maintain the qualification of the US Vessels to operate in the US coastwide trade. Grand River and LLTC Black Creek will maintain, or will cause the owners of the US Vessels to maintain, all proper licenses and permits in force at all times (other than the Maumee)times, and not do or permit anything to be done which might affect such documentation, registration or qualification, other than, with respect to the Barge MxXxx and the Invincible, any failure to comply associated with and only to the extent required during a period of temporary lay-up.
(b) Lower Lakes shall (and with respect to Vessel 17, shall ensure that Newco 17 shall), and Grand River and LLTC Black Creek shall or shall cause the owner of the US Vessels to, ensure that each of them:
(i) will at all times preserve, repair and keep in thoroughly good and seaworthy repair and good order and condition the Vessels (other than the Maumee) and all machinery and equipment and appurtenances thereto up to a modern standard of usage, and maintain the same consistently with the best practices in respect of similar vessels; and in any event, it will maintain each Vessel (other than the Maumee) in such condition as will entitle her to be classified "+ 100 A1" by Lloyds Register of Shipping or an equivalent classification by The American Bureau of Shipping or by another classification society acceptable to the Lenders, and will furnish to the Agent, upon request, the certificate evidencing such classification; and at all times upon reasonable notice allow the Agent or its representatives access to each Vessel in order to view the state of repair; provided, that unless an Event of Default has occurred and is continuing, the Borrowers shall not be required to pay the costs of such access (including liability insurance) or for more than one inspection per year;
(ii) will not suffer or permit the Vessels to be used or navigated in any manner inconsistent with any of the marine insurance policies thereon, and it shall comply and shall require the master, officers and engineers of the Vessels from time to time and at all times to comply in all material respects with all statutory rules, regulations, by-laws and ordinances relating to the operation and navigation of the Vessels or which from time to time may be in force and applicable thereto;
(iii) will warrant and defend the title to the Vessels and its possession thereof for the benefit of the Lenders against the claims and demands of all Persons whomsoever;
(iv) will pay and discharge, upon the due date thereof, all debts, damages and liabilities which have given rise or may give rise to maritime or possessory liens on the Vessels or to claims enforceable by action in rem against any thereof or to any similar process so as to keep the Vessels free from arrest or detention, and, in the event of arrest or detention of a Vessel being threatened or effected, it will forthwith notify the Agent and shall take all steps and make all payments necessary to obtain the release thereof forthwith and no later than 15 days from the date of receiving notice of any such arrest or detention;
(v) except as set forth in Section 6.9(d), will not sell, mortgage or transfer any Vessel or any share or interest therein, in any manner, or agree to any charter of any Vessel, without the prior written consent of the Requisite Lenders, and any such written consent to any one mortgage, transfer or charter shall not be construed to be a waiver of this provision in respect of any subsequent mortgage, transfer or charter;
(vi) will comply with and satisfy at all times the requirements of all requisite laws so as to maintain the Fleet Mortgages and the Mortgages as valid marine mortgages upon the Vessels and all of their accessories, appurtenances and equipment and all additions, improvements and replacements made in and to the Vessels and will not create, incur, cause or suffer to exist any Lien on the Vessels at any time other than Permitted Encumbrances;
(vii) will provide the Agent promptly with such information as may be requested by the Agent regarding the Vessels, their location and employment, the particulars of all tonnages, salvages and copies of all charters and contracts;
(viii) will pay or cause to be paid, upon the due dates thereof, all Taxes, rates, fees, levies, fines, tolls, charges, duties, penalties, excises, assessments, disbursements and all other outgoings payable in respect of the Vessels and their use, ownership, documentation, registration and maintenance and, when requested by the Agent, produce all relevant receipts therefor:
(ix) will permit Agent or its authorized representative, whenever reasonably requested by Agent, to review the survey files of each Vessel;
(x) will promptly give notice to the Agent of:
(A) any notice of expropriation of a Vessel or action or proceeding which it believes might have a materially adverse effect on the financial condition of it or the Business;
(B) all claims, proceedings or litigation in respect of a Vessel, whether or not any such claim, proceeding or litigation is covered by insurance;
(C) any violation of any law, statute, rule or regulation which does or may materially adversely affect the operation of a Vessel;
(D) any Lien registered against a Vessel; and
(E) any material change proposed to be made in the structure, type or speed of a Vessel and will not permit to be made any such change which could reasonably be expected to prejudice the interests of the Lenders;
(xi) will cause to be carried with each Vessel's papers on board such Vessel a certified copy of the applicable Fleet Mortgage or Mortgage, and of any amendments or supplements hereto or assignments hereof, and to exhibit the same on demand, to any person having business with such Vessel and to any representative of the Borrowers or the Lenders. Unless otherwise approved by the Lenders, a notice reading as follows, printed in plain type of such size that each paragraph of reading matter shall cover a space not less than six (6) inches wide by nine (9) inches high, and framed under glass, shall be placed and kept prominently displayed on each Vessel: This Vessel is owned by and is covered by a statutory ship mortgage for Canadian registered Vessels in favor of General Electric Capital CorporationGuggenheim Corporate Funding, LLC, as agent and as mortgagee, as supplemented by an agreement with such mortgagee. Except as permitted under the terms of such mortgage or such agreement, no owner, operator, charterer, cargo owner, subcharterer or master of this Vessel, or any other person, has the right, power or authority to create, incur or permit to exist on this Vessel any lien whatsoever other than liens for crew's wages and salvage and liens for dock, harbor and canal chargescharges and liens in favor of General Electric Capital Corporation, as agent, under the Fourth Amended and Restated Credit Agreement, dated as of March 11, 2014, among the parties thereto. This Vessel is covered by a Second Amended and Restated First Preferred Fleet Mortgage dated September 28March 11, 2011 2014 in favor of General Electric Capital CorporationGuggenheim Corporate Funding, LLC, as Agent (the "Mortgagee"), under authority of Chapter 313, Title 46 of the United States Code. Under the terms of said Mortgage, none of the Shipowner, any charterer, the Master of this Vessel, or any other person or entity has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than the lien of said Mortgage and liens for current crew's wages, general average, salvage and liens incurred in the ordinary course of operation of the Vessel which are not yet due and payable. Such notice shall be changed to reflect the identity of any successor to a Credit Party or the Agent.
(xii) ensure that the Cdn. Vessels are employed in lawful trades between safe ports and safe places on the Great Lakes of North America and their connecting and tributary waters and on the St. Lxxxxxxx Seaway above the Anticosti Island;
(xiii) will notify the Agent prior to entering into any contract for the use of any Vessel in salt waterwater other than in any area located within the geographical limits set out in Section 5.5(b)(ii) and, in the case of Vessel 17, the LaLandia Swan Bareboat Charter; and
(xiv) shall, upon request, provide Agent with information relating to the refitting, winter work or dry dock surveying of the Vessels including information as to the progress, timing and cost thereof.
(c) The Credit Parties shall cause the applicable owner of each US Vessel to renew on an annual basis, prior to the reactivation of such US Vessel, any expired certificate evidencing such US Vessel’s classification by the American Bureau of Shipping or by another classification society acceptable to the Lenders, and will promptly, upon such renewal, furnish to Agent each such certificate.
Appears in 1 contract
Vessels. (a) Lower Lakes Borrower shall maintain the documentation of the Cdn. Vessels under the laws of Canada and the registration of such Cdn. Vessels at the court in Nanticoke, Ontario (or Hxxxxxxx, Ontario, in the case of the Ojibway and the Kaministiqua) as Canadian Ships within the meaning of the Canada Shipping Act. Grand River shall maintain the documentation of the US Vessels that it owns under the laws of the United States of America (and shall ensure that the owner of each US Vessel not owned by it maintains the documentation of such US Vessels under the laws of the United States of America) and, except with respect to the Maumee, and shall maintain the qualification of the US Vessels to operate in the US coastwide trade. Grand River and LLTC Borrower will maintain, or will cause the owners of the US Vessels to maintain, all proper licenses and permits in force at all times (other than the Maumee)times, and not do or permit anything to be done which might affect such documentation, registration or qualification.
(b) Lower Lakes shall, and Grand River and LLTC Borrower shall or shall cause the owner operator of the US Vessels to, to ensure that each of them:
(i) will at all times preserve, repair and keep in thoroughly good and seaworthy repair and good order and condition the Vessels (other than the Maumee) and all machinery and equipment and appurtenances thereto up to a modern standard of usage, and maintain the same consistently with the best practices in respect of similar vessels; and in any event, it will maintain each Vessel (other than the Maumee) in such condition as will entitle her to be classified "“+ 100 A1" ” by Lloyds Register of Shipping or an equivalent classification by The American Bureau of Shipping or by another classification society acceptable to the Lenders, to the extent applicable, and will furnish to the Agent, upon request, the certificate evidencing such classification; and at all times upon reasonable notice allow the Agent or its representatives access to each Vessel in order to view the state of repair; provided, that unless an Event of Default has occurred and is continuing, the Borrowers Borrower shall not be required to pay the costs of such access (including liability insurance) or for more than one inspection per year;
(ii) will not suffer or permit the Vessels to be used or navigated in any manner inconsistent with any of the marine insurance policies thereon, and it shall comply and shall require the master, officers and engineers of the Vessels from time to time and at all times to comply in all material respects with all statutory rules, regulations, by-laws and ordinances relating to the operation and navigation of the Vessels or which from time to time may be in force and applicable thereto;
(iii) will warrant and defend the title to the Vessels and its possession thereof for the benefit of the Lenders against the claims and demands of all Persons whomsoever;
(iv) will pay and discharge, upon the due date thereof, all debts, damages and liabilities which have given rise or may give rise to maritime or possessory liens on the Vessels or to claims enforceable by action in rem against any thereof or to any similar process so as to keep the Vessels free from arrest or detention, and, in the event of arrest or detention of a Vessel being threatened or effected, it will forthwith notify the Agent and shall take all steps and make all payments necessary to obtain the release thereof forthwith and no later than 15 days from the date of receiving notice of any such arrest or detention;
(v) except as set forth in Section 6.9(d), will not sell, mortgage or transfer any Vessel or any share or interest therein, in any manner, or agree to any charter of any Vessel, other than the Bareboat Charter Agreements, without the prior written consent of the Requisite Required Lenders, and any such written consent to any one mortgage, transfer or charter shall not be construed to be a waiver of this provision in respect of any subsequent mortgage, transfer or charter;
(vi) will comply with and satisfy at all times the requirements of all requisite laws so as to maintain the Fleet Mortgages and the Mortgages Mortgage as a valid marine mortgages mortgage upon the Vessels and all of their accessories, appurtenances and equipment and all additions, improvements and replacements made in and to the Vessels and will not create, incur, cause or suffer to exist any Lien on the Vessels at any time other than Permitted EncumbrancesLiens;
(vii) will provide the Agent promptly with such information as may be requested by the Agent regarding the Vessels, their location and employment, the particulars of all tonnages, salvages and copies of all charters and contracts;
(viii) will pay or cause to be paid, upon the due dates thereof, all Taxes, rates, fees, levies, fines, tolls, charges, duties, penalties, excises, assessments, disbursements and all other outgoings payable in respect of the Vessels and their use, ownership, documentation, registration and maintenance and, when requested by the Agent, produce all relevant receipts therefor:
(ix) will permit Agent or its authorized representative, whenever reasonably requested by Agent, to review the survey files of each Vessel;
(x) will promptly give notice to the Agent of:
of (A) any notice of expropriation of a Vessel or action or proceeding which it believes might have a materially adverse effect on the financial condition of it or the Business;
; (B) all claims, proceedings or litigation in respect of a Vessel, whether or not any such claim, proceeding or litigation is covered by insurance;
; (C) any violation of any law, statute, rule or regulation which does or may materially adversely affect the operation of a Vessel;
; (D) any Lien registered against a Vessel; and
and (E) any material change proposed to be made in the structure, type or speed of a Vessel and will not permit to be made any such change which could reasonably be expected to prejudice the interests of the Lenders;
(xi) will cause to be carried with each Vessel's ’s papers on board such Vessel a certified copy of the applicable Fleet Mortgage or Mortgage, and of any amendments or supplements hereto or assignments hereof, and to exhibit the same on demand, to any person having business with such Vessel and to any representative of the Borrowers Borrower or the Lenders. Unless otherwise approved by the Lenders, a notice reading as follows, printed in plain type of such size that each paragraph of reading matter shall cover a space not less than six (6) inches wide by nine (9) inches high, and framed under glass, shall be placed and kept prominently displayed on each Vessel: This Vessel is owned by and is covered by a statutory ship mortgage for Canadian registered Vessels in favor of General Electric Capital Corporation, as agent and as mortgagee, as supplemented by an agreement with such mortgagee. Except as permitted under the terms of such mortgage or such agreement, no owner, operator, charterer, cargo owner, subcharterer or master of this Vessel, or any other person, has the right, power or authority to create, incur or permit to exist on this Vessel any lien whatsoever other than liens for crew's wages and salvage and liens for dock, harbor and canal charges. This Vessel is covered by a Second Amended and Restated First Preferred Fleet Mortgage dated September 28, 2011 in favor of General Electric Capital Corporation, as Agent (the "Mortgagee"), under authority of Chapter 313, Title 46 of the United States Code. Under the terms of said Mortgage, none of the Shipowner, any charterer, the Master of this Vessel, or any other person or entity has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than the lien of said Mortgage and liens for current crew's wages, general average, salvage and liens incurred in the ordinary course of operation of the Vessel which are not yet due and payable. Such notice shall be changed to reflect the identity of any successor to a Credit Party or the Agent.
(xii) ensure that the Cdn. Vessels are employed in lawful trades between safe ports and safe places on the Great Lakes of North America and their connecting and tributary waters and on the St. Lxxxxxxx Seaway above the Anticosti Island;
(xiii) will notify the Agent prior to entering into any contract for the use of any Vessel in salt water; and
(xiv) shall, upon request, provide Agent with information relating to the refitting, winter work or dry dock surveying of the Vessels including information as to the progress, timing and cost thereof.:
Appears in 1 contract
Vessels. (a) Lower Lakes shall maintain the documentation of the Cdn. Vessels under the laws of Canada and the registration of such Cdn. Vessels at the court in Nanticoke, Ontario (or Hxxxxxxx, Ontario, any port in the case province of the Ojibway and the Kaministiqua) Ontario as Canadian Ships within the meaning of the Canada Shipping Act. Each of Grand River and Black Creek shall maintain the documentation of the US Vessels that it owns under the laws of the United States of America (and shall ensure that the owner of each US Vessel not owned by it maintains the documentation of such US Vessels under the laws of the United States of America) and, except with respect to the Maumee, and shall maintain the qualification of the US Vessels to operate in the US coastwide trade. Grand River River, Black Creek and LLTC will maintain, or will cause the owners of the US Vessels to maintain, all proper licenses and permits in force at all times (other than the Maumee)times, and not do or permit anything to be done which might affect such documentation, registration or qualification.
(b) Lower Lakes shall, and Grand River River, Black Creek and LLTC shall or shall cause the owner of the US Vessels to, ensure that each of them:
(i) will at all times preserve, repair and keep in thoroughly good and seaworthy repair and good order and condition the Vessels (other than the Maumee) and all machinery and equipment and appurtenances thereto up to a modern standard of usage, and maintain the same consistently with the best practices in respect of similar vessels; and in any event, it will maintain each Vessel (other than the Maumee) in such condition as will entitle her to be classified "+ 100 A1" by Lloyds Register of Shipping or an equivalent classification by The American Bureau of Shipping or by another classification society acceptable to the Lenders, and will furnish to the Agent, upon request, the certificate evidencing such classification; and at all times upon reasonable notice allow the Agent or its representatives access to each Vessel in order to view the state of repair; provided, that unless an Event of Default has occurred and is continuing, the Borrowers shall not be required to pay the costs of such access (including liability insurance) or for more than one inspection per year;
(ii) will not suffer or permit the Vessels to be used or navigated in any manner inconsistent with any of the marine insurance policies thereon, and it shall comply and shall require the master, officers and engineers of the Vessels from time to time and at all times to comply in all material respects with all statutory rules, regulations, by-laws and ordinances relating to the operation and navigation of the Vessels or which from time to time may be in force and applicable thereto;
(iii) will warrant and defend the title to the Vessels and its possession thereof for the benefit of the Lenders against the claims and demands of all Persons whomsoever;
(iv) will pay and discharge, upon the due date thereof, all debts, damages and liabilities which have given rise or may give rise to maritime or possessory liens on the Vessels or to claims enforceable by action in rem against any thereof or to any similar process so as to keep the Vessels free from arrest or detention, and, in the event of arrest or detention of a Vessel being threatened or effected, it will forthwith notify the Agent and shall take all steps and make all payments necessary to obtain the release thereof forthwith and no later than 15 days from the date of receiving notice of any such arrest or detention;
(v) except as set forth in Section 6.9(d), will not sell, mortgage or transfer any Vessel or any share or interest therein, in any manner, or agree to any charter of any Vessel, without the prior written consent of the Requisite Lenders, and any such written consent to any one mortgage, transfer or charter shall not be construed to be a waiver of this provision in respect of any subsequent mortgage, transfer or charter;
(vi) will comply with and satisfy at all times the requirements of all requisite laws so as to maintain the Fleet Mortgages and the Mortgages as valid marine mortgages upon the Vessels and all of their accessories, appurtenances and equipment and all additions, improvements and replacements made in and to the Vessels and will not create, incur, cause or suffer to exist any Lien on the Vessels at any time other than Permitted Encumbrances;
(vii) will provide the Agent promptly with such information as may be requested by the Agent regarding the Vessels, their location and employment, the particulars of all tonnages, salvages and copies of all charters and contracts;
(viii) will pay or cause to be paid, upon the due dates thereof, all Taxes, rates, fees, levies, fines, tolls, charges, duties, penalties, excises, assessments, disbursements and all other outgoings payable in respect of the Vessels and their use, ownership, documentation, registration and maintenance and, when requested by the Agent, produce all relevant receipts therefor:
(ix) will permit Agent or its authorized representative, whenever reasonably requested by Agent, to review the survey files of each Vessel;
(x) will promptly give notice to the Agent of:
(A) any notice of expropriation of a Vessel or action or proceeding which it believes might have a materially adverse effect on the financial condition of it or the Business;
(B) all claims, proceedings or litigation in respect of a Vessel, whether or not any such claim, proceeding or litigation is covered by insurance;
(C) any violation of any law, statute, rule or regulation which does or may materially adversely affect the operation of a Vessel;
(D) any Lien registered against a Vessel; and
(E) any material change proposed to be made in the structure, type or speed of a Vessel and will not permit to be made any such change which could reasonably be expected to prejudice the interests of the Lenders;
(xi) will cause to be carried with each Vessel's papers on board such Vessel a certified copy of the applicable Fleet Mortgage or Mortgage, and of any amendments or supplements hereto or assignments hereof, and to exhibit the same on demand, to any person having business with such Vessel and to any representative of the Borrowers or the Lenders. Unless otherwise approved by the Lenders, a notice reading as follows, printed in plain type of such size that each paragraph of reading matter shall cover a space not less than six (6) inches wide by nine (9) inches high, and framed under glass, shall be placed and kept prominently displayed on each Vessel: This Vessel is owned by and is covered by a statutory ship mortgage for Canadian registered Vessels in favor of General Electric Capital Corporation, as agent and as mortgagee, as supplemented by an agreement with such mortgagee. Except as permitted under the terms of such mortgage or such agreement, no owner, operator, charterer, cargo owner, subcharterer or master of this Vessel, or any other person, has the right, power or authority to create, incur or permit to exist on this Vessel any lien whatsoever other than liens for crew's wages and salvage and liens for dock, harbor and canal charges. This Vessel is covered by [a Second Third Amended and Restated First Preferred Fleet Mortgage dated September 28August 30, 2011 2012] [a First Preferred Fleet Mortgage dated August 30, 2012] in favor of General Electric Capital Corporation, as Agent (the "Mortgagee"), under authority of Chapter 313, Title 46 of the United States Code. Under the terms of said Mortgage, none of the Shipowner, any charterer, the Master of this Vessel, or any other person or entity has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than the lien of said Mortgage and liens for current crew's wages, general average, salvage and liens incurred in the ordinary course of operation of the Vessel which are not yet due and payable. Such notice shall be changed to reflect the identity of any successor to a Credit Party or the Agent.
(xii) ensure that the Cdn. Vessels are employed in lawful trades between safe ports and safe places on the Great Lakes of North America and their connecting and tributary waters and on the St. Lxxxxxxx Seaway above the Anticosti Island;
(xiii) will notify the Agent prior to entering into any contract for the use of any Vessel in salt water; and
(xiv) shall, upon request, provide Agent with information relating to the refitting, winter work or dry dock surveying of the Vessels including information as to the progress, timing and cost thereof.
Appears in 1 contract
Vessels. (a) Lower Lakes shall maintain the documentation of the Cdn. Vessels under the laws of Canada and the registration of such Cdn. Vessels at the court in Nanticoke, Ontario (or Hxxxxxxx, Ontario, in the case of the Ojibway and the Kaministiqua) as Canadian Ships within the meaning of the Canada Shipping Act. Grand River shall maintain the documentation of the US Vessels that it owns under the laws of the United States of America (and shall ensure that the owner of each US Vessel not owned by it maintains the documentation of such US Vessels under the laws of the United States of America) and, except with respect to the Maumee, shall maintain the qualification of the US Vessels to operate in the US coastwide trade. Grand River and LLTC will maintain, or will cause the owners of the US Vessels to maintain, all proper licenses and permits in force at all times (other than the Maumee), and not do or permit anything to be done which might affect such documentation, registration or qualification.
(b) Lower Lakes shall, and Grand River and LLTC shall or shall cause the owner of the US Vessels to, ensure that each of them:
(i) The Borrower will at all times and without cost or expense to the Lender maintain and preserve, repair or cause to be maintained and keep preserved, the Vessels in thoroughly good and seaworthy repair and good running order and condition repair (ordinary wear and tear alone excepted), so that the Vessels (other than the Maumee) shall be, in so far as due diligence can make them so, tight, staunch, strong and well and sufficiently tackled, apparelled, furnished, equipped and in all machinery and equipment and appurtenances thereto up to a modern standard of usage, and maintain the same consistently with the best practices in respect of similar vesselsmaterial respects seaworthy; and in any eventif classed, it will maintain each Vessel (other than keep the Maumee) Vessels or cause them to be kept, in such condition as will entitle her them to be classified "+ 100 A1" the applicable classification as determined by Lloyds Register of Shipping or an equivalent classification by The the Borrower in its good faith judgment in American Bureau of Shipping or by another other classification society acceptable to the Lendersof like standing, and and, if any vessel is classed, annually will furnish to the AgentLender a certificate by such classification society or societies that such classification is maintained. The Vessels shall, upon requestand the Borrower covenants that it will, the certificate evidencing such classification; and at all times upon reasonable notice allow the Agent or its representatives access to each Vessel in order to view the state of repair; provided, that unless an Event of Default has occurred and is continuing, the Borrowers shall not be required to pay the costs of such access (including liability insurance) or for more than one inspection per year;
(ii) will not suffer or permit the Vessels to be used or navigated in any manner inconsistent with any of the marine insurance policies thereon, and it shall comply and shall require the master, officers and engineers of the Vessels from time to time and at all times to comply in all material respects with all statutory rulesapplicable laws, regulationstreaties and conventions of the country of each Vessel’s registry and rules and regulations issued thereunder, by-laws and ordinances relating shall have on board as and when required thereby valid certificates showing compliance therewith. The Borrower will cause the Vessels to be drydocked in accordance with any applicable class requirements. The Borrower shall endeavor to give the operation Lender five (5) Business Days’ prior telefax notice of drydocking of any of the Vessels so as to afford the Lender the opportunity to be present. The Borrower shall not make, or permit to be made, any substantial change in the structure, type and navigation speed of any of the Vessels or change in any of their rigs, which from time to time may be might result in force and applicable thereto;
(iii) will warrant and defend a decrease or reduction in the title to value or utility of the Vessels and its possession (a “Vessel Change”) without first receiving the written approval thereof for by the benefit of the Lenders against the claims and demands of all Persons whomsoever;
(iv) will pay and discharge, upon the due date thereof, all debts, damages and liabilities which have given rise or may give rise to maritime or possessory liens on the Vessels or to claims enforceable by action in rem against any thereof or to any similar process so as to keep the Vessels free from arrest or detention, and, in the event of arrest or detention of a Vessel being threatened or effected, it will forthwith Lender. The Borrower shall notify the Agent and shall take all steps and make all payments necessary to obtain the release thereof forthwith and no later than 15 days from the date of receiving notice Lender of any such arrest or detention;
(v) except as set forth in Section 6.9(d), will not sell, mortgage or transfer any Vessel or any share or interest therein, in any manner, or agree to any charter of any Vessel, without the prior written consent of the Requisite Lenders, and any such written consent to any one mortgage, transfer or charter shall not be construed to be a waiver of this provision in respect of any subsequent mortgage, transfer or charter;
(vi) will comply with and satisfy at all times the requirements of all requisite laws so as to maintain the Fleet Mortgages and the Mortgages as valid marine mortgages upon the Vessels and all of their accessories, appurtenances and equipment and all additions, improvements and replacements made in and to the Vessels and will not create, incur, cause or suffer to exist any Lien on the Vessels at any time other than Permitted Encumbrances;
(vii) will provide the Agent promptly with such information as may be requested by the Agent regarding the Vessels, their location and employment, the particulars of all tonnages, salvages and copies of all charters and contracts;
(viii) will pay or cause to be paid, upon the due dates thereof, all Taxes, rates, fees, levies, fines, tolls, charges, duties, penalties, excises, assessments, disbursements and all other outgoings payable in respect of the Vessels and their use, ownership, documentation, registration and maintenance and, when requested by the Agent, produce all relevant receipts therefor:
(ix) will permit Agent or its authorized representative, whenever reasonably requested by Agent, to review the survey files of each Vessel;
(x) will promptly give notice to the Agent of:
(A) any notice of expropriation of a Vessel or action or proceeding which it believes might have a materially adverse effect on the financial condition of it or the Business;
(B) all claims, proceedings or litigation in respect of a Vessel, whether or not any such claim, proceeding or litigation is covered by insurance;
(C) any violation of any law, statute, rule or regulation which does or may materially adversely affect the operation of a Vessel;
(D) any Lien registered against a Vessel; and
(E) any material change proposed Change to be made in the structure, type or and speed of a Vessel and will not permit to be made any such change which could reasonably be expected to prejudice the interests of the Lenders;
(xi) will cause to be carried with each Vessel's papers on board such Vessel a certified copy of the applicable Fleet Mortgage or Mortgage, and of any amendments or supplements hereto or assignments hereof, and to exhibit the same on demand, to any person having business with such Vessel and to any representative of the Borrowers or the Lenders. Unless otherwise approved by the Lenders, a notice reading as follows, printed in plain type of such size that each paragraph of reading matter shall cover a space not less than six (6) inches wide by nine (9) inches high, and framed under glass, shall be placed and kept prominently displayed on each Vessel: This Vessel is owned by and is covered by a statutory ship mortgage for Canadian registered Vessels in favor of General Electric Capital Corporation, as agent and as mortgagee, as supplemented by an agreement with such mortgagee. Except as permitted under the terms of such mortgage or such agreement, no owner, operator, charterer, cargo owner, subcharterer or master of this Vessel, or any other person, has the right, power or authority to create, incur or permit to exist on this Vessel any lien whatsoever other than liens for crew's wages and salvage and liens for dock, harbor and canal charges. This Vessel is covered by a Second Amended and Restated First Preferred Fleet Mortgage dated September 28, 2011 in favor of General Electric Capital Corporation, as Agent (the "Mortgagee"), under authority of Chapter 313, Title 46 of the United States Code. Under the terms of said Mortgage, none of the Shipowner, any charterer, the Master of this Vessel, or any other person or entity has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than the lien of said Mortgage and liens for current crew's wages, general average, salvage and liens incurred in the ordinary course of operation of the Vessel which are not yet due and payable. Such notice shall be changed to reflect the identity of any successor to a Credit Party or the Agent.
(xii) ensure that the Cdn. Vessels are employed in lawful trades between safe ports and safe places on the Great Lakes of North America and their connecting and tributary waters and on the St. Lxxxxxxx Seaway above the Anticosti Island;
(xiii) will notify the Agent prior to entering into any contract for the use of any Vessel in salt water; and
(xiv) shall, upon request, provide Agent with information relating to the refitting, winter work or dry dock surveying of the Vessels including information as to the progress, timing and cost thereofor in any of their rigs.
Appears in 1 contract
Vessels. (a) Lower Lakes shall maintain the documentation of the Cdn. Vessels under the laws of Canada and the registration of such Cdn. Vessels at the court in Nanticoke, Ontario (or Hxxxxxxx, Ontario, in the case of the Ojibway Independent and the KaministiquaPioneer) as Canadian Ships within the meaning of the Canada Shipping Act. Grand River shall maintain the documentation of the US Vessels that it owns under the laws of the United States of America (and shall ensure that the owner of each US Vessel not owned by it maintains the documentation of such US Vessels under the laws of the United States of America) and, except with respect to the Maumee, and shall maintain the qualification of the US Vessels to operate in the US coastwide trade. Grand River and LLTC will maintain, or will cause the owners of the US Vessels to maintain, all proper licenses and permits in force at all times (other than the Maumee)times, and not do or permit anything to be done which might affect such documentation, registration or qualification.
(b) Lower Lakes shall, and Grand River and LLTC shall or shall cause the owner of the US Vessels to, ensure that each of them:
(i) will at all times preserve, repair and keep in thoroughly good and seaworthy repair and good order and condition the Vessels (other than the Maumee) and all machinery and equipment and appurtenances thereto up to a modern standard of usage, and maintain the same consistently with the best practices in respect of similar vessels; and in any event, it will maintain each Vessel (other than the Maumee) in such condition as will entitle her to be classified "+ 100 A1" by Lloyds Register of Shipping or an equivalent classification by The American Bureau of Shipping or by another classification society acceptable to the Lenders, and will furnish to the Agent, upon request, the certificate evidencing such classification; and at all times upon reasonable notice allow the Agent or its representatives access to each Vessel in order to view the state of repair; provided, that unless an Event of Default has occurred and is continuing, the Borrowers shall not be required to pay the costs of such access (including liability insurance) or for more than one inspection per year;
(ii) will not suffer or permit the Vessels to be used or navigated in any manner inconsistent with any of the marine insurance policies thereon, and it shall comply and shall require the master, officers and engineers of the Vessels from time to time and at all times to comply in all material respects with all statutory rules, regulations, by-laws and ordinances relating to the operation and navigation of the Vessels or which from time to time may be in force and applicable thereto;
(iii) will warrant and defend the title to the Vessels and its possession thereof for the benefit of the Lenders against the claims and demands of all Persons whomsoever;
(iv) will pay and discharge, upon the due date thereof, all debts, damages and liabilities which have given rise or may give rise to maritime or possessory liens on the Vessels or to claims enforceable by action in rem against any thereof or to any similar process so as to keep the Vessels free from arrest or detention, and, in the event of arrest or detention of a Vessel being threatened or effected, it will forthwith notify the Agent and shall take all steps and make all payments necessary to obtain the release thereof forthwith and no later than 15 days from the date of receiving notice of any such arrest or detention;
(v) except as set forth in Section 6.9(d), will not sell, mortgage or transfer any Vessel or any share or interest therein, in any manner, or agree to any charter of any Vessel, without the prior written consent of the Requisite Lenders, and any such written consent to any one mortgage, transfer or charter shall not be construed to be a waiver of this provision in respect of any subsequent mortgage, transfer or charter;
(vi) will comply with and satisfy at all times the requirements of all requisite laws so as to maintain the Fleet Mortgages and the Mortgages as valid marine mortgages upon the Vessels and all of their accessories, appurtenances and equipment and all additions, improvements and replacements made in and to the Vessels and will not create, incur, cause or suffer to exist any Lien on the Vessels at any time other than Permitted Encumbrances;
(vii) will provide the Agent promptly with such information as may be requested by the Agent regarding the Vessels, their location and employment, the particulars of all tonnages, salvages and copies of all charters and contracts;
(viii) will pay or cause to be paid, upon the due dates thereof, all Taxes, rates, fees, levies, fines, tolls, charges, duties, penalties, excises, assessments, disbursements and all other outgoings payable in respect of the Vessels and their use, ownership, documentation, registration and maintenance and, when requested by the Agent, produce all relevant receipts therefor:
(ix) will permit Agent or its authorized representative, whenever reasonably requested by Agent, to review the survey files of each Vessel;
(x) will promptly give notice to the Agent of:
(A) any notice of expropriation of a Vessel or action or proceeding which it believes might have a materially adverse effect on the financial condition of it or the Business;
(B) all claims, proceedings or litigation in respect of a Vessel, whether or not any such claim, proceeding or litigation is covered by insurance;
(C) any violation of any law, statute, rule or regulation which does or may materially adversely affect the operation of a Vessel;
(D) any Lien registered against a Vessel; and
(E) any material change proposed to be made in the structure, type or speed of a Vessel and will not permit to be made any such change which could reasonably be expected to prejudice the interests of the Lenders;
(xi) will cause to be carried with each Vessel's papers on board such Vessel a certified copy of the applicable Fleet Mortgage or Mortgage, and of any amendments or supplements hereto or assignments hereof, and to exhibit the same on demand, to any person having business with such Vessel and to any representative of the Borrowers or the Lenders. Unless otherwise approved by the Lenders, a notice reading as follows, printed in plain type of such size that each paragraph of reading matter shall cover a space not less than six (6) inches wide by nine (9) inches high, and framed under glass, shall be placed and kept prominently displayed on each Vessel: This Vessel is owned by and is covered by a statutory ship mortgage for Canadian registered Vessels in favor of General Electric Capital Corporation, as agent and as mortgagee, as supplemented by an agreement with such mortgagee. Except as permitted under the terms of such mortgage or such agreement, no owner, operator, charterer, cargo owner, subcharterer or master of this Vessel, or any other person, has the right, power or authority to create, incur or permit to exist on this Vessel any lien whatsoever other than liens for crew's wages and salvage and liens for dock, harbor and canal charges. This Vessel is covered by a Second Amended and Restated First Preferred Fleet Mortgage dated September 28, 2011 in favor of General Electric Capital Corporation, as Agent (the "Mortgagee"), under authority of Chapter 313, Title 46 of the United States Code. Under the terms of said Mortgage, none of the Shipowner, any charterer, the Master of this Vessel, or any other person or entity has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than the lien of said Mortgage and liens for current crew's wages, general average, salvage and liens incurred in the ordinary course of operation of the Vessel which are not yet due and payable. Such notice shall be changed to reflect the identity of any successor to a Credit Party or the Agent.
(xii) ensure that the Cdn. Vessels are employed in lawful trades between safe ports and safe places on the Great Lakes of North America and their connecting and tributary waters and on the St. Lxxxxxxx Seaway above the Anticosti Island;
(xiii) will notify the Agent prior to entering into any contract for the use of any Vessel in salt water; and
(xiv) shall, upon request, provide Agent with information relating to the refitting, winter work or dry dock surveying of the Vessels including information as to the progress, timing and cost thereof.
Appears in 1 contract
Vessels. (ai) Lower Lakes Borrower shall maintain the documentation of the Cdn. Vessels under the laws of Canada and the registration of such Cdn. Vessels at the court in Nanticoke, Ontario (or Hxxxxxxx, Ontario, in the case of the Ojibway and the Kaministiqua) as Canadian Ships within the meaning of the Canada Shipping Act. Grand River shall maintain the documentation of the US Vessels that it owns under the laws of the United States of America (and shall ensure that the owner of each US Vessel not owned by it maintains the documentation of such US Vessels under the laws of the United States of America) and, except with respect to the Maumee, shall maintain the qualification of the US Vessels to operate operation in the US coastwide Coastwise trade. Grand River and LLTC Borrower will maintain, or will cause the owners of the US Vessels to maintain, maintain all proper licenses and permits in force at all times (other than the Maumee)times, and not no do or permit anything to be done which might affect such documentation, registration or qualification.
(bii) Lower Lakes shall, and Grand River and LLTC Borrower shall or shall cause the owner of the US Vessels to, ensure that each of them:
(i) will at all times preserve, repair and keep in thoroughly good and seaworthy repair and good order and condition the Vessels (other than the Maumee) and all machinery and equipment and appurtenances thereto up to a modern standard of usage, and maintain the same consistently with the best practices in respect of similar vessels; and in any event, it Borrower will maintain each Vessel (other than the Maumee) in such condition as will entitle her to be classified "+ 100 A1" by Lloyds Register of Shipping or an equivalent classification by The American Bureau of Shipping or by another classification society acceptable to the LendersPurchasers, and will furnish to the AgentPurchasers, upon request, the certificate evidencing such classification; and at all times upon reasonable notice allow the Agent Purchasers or its their representatives access to each Vessel in order to view the state of repair; provided, that unless an Event of Default has occurred and is continuing, the Borrowers .
(iii) Borrower shall not be required to pay the costs of such access (including liability insurance) or for more than one inspection per year;
(ii) will not at any time suffer or permit the Vessels to be used or navigated in any manner inconsistent with any of the marine insurance policies thereon, and it shall comply and shall require the master, officers and engineers of the Vessels from time to time and at all times to comply in all material respects with all statutory rules, regulations, by-laws and ordinances relating to the operation and navigation of the Vessels or which from time to time may be in force and applicable thereto;.
(iiiiv) will Borrower shall warrant and defend the title to the Vessels and its possession thereof for the benefit of the Lenders Purchasers against the claims and demands of all Persons whomsoever;.
(ivv) will Borrower shall pay and discharge, upon the due date thereof, all debts, damages and liabilities which have given rise or may give rise to maritime or possessory liens on the Vessels or to claims enforceable by action in rem against any thereof or to any similar process so as to keep the Vessels free from arrest or detention, and, in the event of arrest or detention of a Vessel being threatened or effected, it will forthwith notify the Agent Purchasers and shall take all steps and make all payments necessary to obtain the release thereof forthwith and no later than 15 fifteen (15) days from the date of receiving notice of any such arrest or detention;.
(vvi) except Except as set forth in Section 6.9(d)contemplated by the Senior Credit Agreement, will Borrower shall not sell, mortgage or transfer any Vessel Vessels or any share or interest therein, in any manner, or agree to any charter of any Vessel, without the prior written consent of the Requisite Lendersboth Purchasers, and any such written consent to any one mortgage, transfer or charter shall not be construed to be a waiver of this provision in respect of any subsequent mortgage, transfer or charter;
(vi) will comply with and satisfy at all times the requirements of all requisite laws so as to maintain the Fleet Mortgages and the Mortgages as valid marine mortgages upon the Vessels and all of their accessories, appurtenances and equipment and all additions, improvements and replacements made in and to the Vessels and will not create, incur, cause or suffer to exist any Lien on the Vessels at any time other than Permitted Encumbrances;.
(vii) will Borrower shall provide the Agent Purchasers promptly with such information as may be requested by the Agent any Purchaser regarding the Vessels, their location and employment, the particulars of all tonnages, salvages and copies of all charters and contracts;.
(viii) Borrower will pay or cause to be paid, upon the due dates thereof, all Taxestaxes, rates, fees, levies, fines, tolls, charges, duties, penalties, excises, assessments, disbursements and all other outgoings payable in respect of the Vessels and their use, ownership, documentation, registration and maintenance and, when requested by the AgentPurchasers, produce all relevant receipts therefor:.
(ix) will Borrower shall permit Agent Purchasers or its their authorized representativerepresentatives, whenever reasonably requested by AgentPurchasers, at the expense of Purchasers, to review the survey files of and/or to survey each Vessel;Vessels.
(x) will Borrower shall promptly give notice to the Agent of:
Purchasers of (A) any notice of expropriation of a Vessel or action or proceeding which it believes might have a materially adverse effect Material Adverse Effect on the financial condition of it or the Business;
, (B) all claims, proceedings or litigation in respect of a Vessel, whether or not any such claim, proceeding or litigation is covered by insurance;
, (C) any violation of any law, statute, rule or regulation which does or may materially adversely affect have a Material Adverse Effect on the operation of a Vessel;
, (D) any Lien registered against a Vessel; and
Vessel (other than Liens in favor of the Senior Lender), and (E) any material change proposed to be made in the structure, type or speed of a Vessel and will Borrower shall not permit such material change proposed to be made any if such change which could reasonably be expected to prejudice the interests of the Lenders;Purchasers.
(xi) will cause to be carried with each Vessel's papers on board such Vessel a certified copy of the applicable Fleet Mortgage or Mortgage, and of any amendments or supplements hereto or assignments hereof, and to exhibit the same on demand, to any person having business with such Vessel and to any representative of the Borrowers or the Lenders. Unless otherwise approved by the Lenders, a notice reading as follows, printed in plain type of such size that each paragraph of reading matter shall cover a space not less than six (6) inches wide by nine (9) inches high, and framed under glass, shall be placed and kept prominently displayed on each Vessel: This Vessel is owned by and is covered by a statutory ship mortgage for Canadian registered Vessels in favor of General Electric Capital Corporation, as agent and as mortgagee, as supplemented by an agreement with such mortgagee. Except as permitted under the terms of such mortgage or such agreement, no owner, operator, charterer, cargo owner, subcharterer or master of this Vessel, or any other person, has the right, power or authority to create, incur or permit to exist on this Vessel any lien whatsoever other than liens for crew's wages and salvage and liens for dock, harbor and canal charges. This Vessel is covered by a Second Amended and Restated First Preferred Fleet Mortgage dated September 28, 2011 in favor of General Electric Capital Corporation, as Agent (the "Mortgagee"), under authority of Chapter 313, Title 46 of the United States Code. Under the terms of said Mortgage, none of the Shipowner, any charterer, the Master of this Vessel, or any other person or entity has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than the lien of said Mortgage and liens for current crew's wages, general average, salvage and liens incurred in the ordinary course of operation of the Vessel which are not yet due and payable. Such notice shall be changed to reflect the identity of any successor to a Credit Party or the Agent.
(xii) ensure that the Cdn. Vessels are employed in lawful trades between safe ports and safe places on the Great Lakes of North America and their connecting and tributary waters and on the St. Lxxxxxxx Seaway above the Anticosti Island;
(xiii) will notify the Agent prior to entering into any contract for the use of any Vessel in salt water; and
(xiv) Borrower shall, upon request, provide Agent Purchasers with information relating to the refitting, winter work or dry dock surveying of the Vessels including information as to the progress, timing and cost thereof.
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Samples: Senior Subordinated Note Purchase Agreement (Rand Logistics, Inc.)
Vessels. (a) 1. Lower Lakes shall maintain the documentation of the Cdn. Vessels under the laws of Canada and the registration of such Cdn. Vessels at the court in Nanticoke, Ontario (or Hxxxxxxx, Ontario, in the case of the Ojibway and the Kaministiqua) as Canadian Ships within the meaning of the Canada Shipping Act. Grand River shall maintain the documentation of the US Vessels that it owns under the laws of the United States of America (and shall ensure that the owner of each US Vessel not owned by it the Manistee and the Barge McKee maintains the documentation of such those US Vessels under the laws of lawx xx the United States of America) and, except with respect to the Maumee, and shall maintain the qualification of the US Vessels to operate in the US coastwide trade. Grand River and LLTC will maintain, or will cause the owners of the US Vessels to maintain, all proper licenses and permits in force at all times (other than the Maumee)times, and not do or permit anything to be done which might affect such documentation, registration or qualification.
(b) 2. Lower Lakes shall, and Grand River and LLTC shall or shall cause the owner of the US Vessels to, ensure that each of them:
(ia) will at all times preserve, repair and keep in thoroughly good and seaworthy repair and good order and condition the Vessels (other than the Maumee) and all machinery and equipment and appurtenances thereto up to a modern standard of usage, and maintain the same consistently with the best practices in respect of similar vessels; and in any event, it will maintain each Vessel (other than the Maumee) in such condition as will entitle her to be classified "+ 100 A1" by Lloyds Register of Shipping or an equivalent classification by The American Bureau of Shipping or by another classification society acceptable to the Lenders, and will furnish to the Agent, upon request, the certificate evidencing such classification; and at all times upon reasonable notice allow the Agent or its representatives access to each Vessel in order to view the state of repair; provided, that unless an Event of Default has occurred and is continuingarising, the Borrowers shall not be required to pay the costs of such access (including liability insurance) or for more than one inspection per year;
(iib) will not suffer or permit the Vessels to be used or navigated in any manner inconsistent with any of the marine insurance policies thereon, and it shall comply and shall require the master, officers and engineers of the Vessels from time to time and at all times to comply in all material respects with all statutory rules, regulations, by-laws and ordinances relating to the operation and navigation of the Vessels or which from time to time may be in force and applicable thereto;
(iiic) will warrant and defend the title to the Vessels and its possession thereof for the benefit of the Lenders against the claims and demands of all Persons whomsoever;
(ivd) will pay and discharge, upon the due date thereof, all debts, damages and liabilities which have given rise or may give rise to maritime or possessory liens on the Vessels or to claims enforceable by action in rem against any thereof or to any similar process so as to keep the Vessels free from arrest or detention, and, in the event of arrest or detention of a Vessel being threatened or effected, it will forthwith notify the Agent and shall take all steps and make all payments necessary to obtain the release thereof forthwith and no later than 15 days from the date of receiving notice of any such arrest or detention;
(ve) except as set forth in Section 6.9(d), will not sell, mortgage or transfer any Vessel or any share or interest therein, in any manner, or agree to any charter of any Vessel, without the prior written consent of the Requisite Lenders, and any such written consent to any one mortgage, transfer or charter shall not be construed to be a waiver of this provision in respect of any subsequent mortgage, transfer or charter;
(vif) will comply with and satisfy at all times the requirements of all requisite laws so as to maintain the Fleet Mortgages and the Mortgages as valid marine mortgages upon the Vessels and all of their accessories, appurtenances and equipment and all additions, improvements and replacements made in and to the Vessels and will not create, incur, cause or suffer to exist any Lien on the Vessels at any time other than Permitted Encumbrances;
(viig) will provide the Agent promptly with such information as may be requested by the Agent regarding the Vessels, their location and employment, the particulars of all tonnages, salvages and copies of all charters and contracts;
(viiih) will pay or cause to be paid, upon the due dates thereof, all Taxes, rates, fees, levies, fines, tolls, charges, duties, penalties, excises, assessments, disbursements and all other outgoings payable in respect of the Vessels and their use, ownership, documentation, registration and maintenance and, when requested by the Agent, produce all relevant receipts therefor:
(ixi) will permit Agent or its authorized representative, whenever reasonably requested by Agent, at the expense of Lenders, to review the survey files of and/or to survey each Vessel;
(xj) will promptly give notice to the Agent of:
(A1) any notice of expropriation of a Vessel or action or proceeding which it believes might have a materially adverse effect on the financial condition of it or the Business;
(B2) all claims, proceedings or litigation in respect of a Vessel, whether or not any such claim, proceeding or litigation is covered by insurance;
(C3) any violation of any law, statute, rule or regulation which does or may materially adversely affect the operation of a Vessel;
(D4) any Lien registered against a Vessel; and
(E5) any material change proposed to be made in the structure, type or speed of a Vessel and will not permit to be made any such change which could reasonably be expected to prejudice the interests of the Lenders;
(xik) will cause to be carried with each Vessel's papers on board such Vessel a certified copy of the applicable Fleet Mortgage or Mortgage, and of any amendments or supplements hereto or assignments hereof, and to exhibit the same on demand, to any person having business with such Vessel and to any representative of the Borrowers or the Lenders. Unless otherwise approved by the Lenders, a notice reading as follows, printed in plain type of such size that each paragraph of reading matter shall cover a space not less than six (6) inches wide by nine (9) inches high, and framed under glass, shall be placed and kept prominently displayed on each Vessel: NOTICE OF MORTGAGE (Canadian registered Vessels) This Vessel is owned by and is covered by a statutory ship mortgage for Canadian registered Vessels in favor of General Electric Capital Corporation, as agent and as mortgagee, as supplemented by an agreement with such mortgagee. Except as permitted under the terms of such mortgage or such agreement, no owner, operator, charterer, cargo owner, subcharterer or master of this Vessel, or any other person, has the right, power or authority to create, incur or permit to exist on this Vessel any lien whatsoever other than liens for crew's wages and salvage and liens for dock, harbor and canal charges. This Vessel is covered by a Second Amended and Restated First Preferred Fleet Mortgage dated September 28, 2011 in favor of General Electric Capital Corporation, as Agent (the "Mortgagee"), under authority of Chapter 313, Title 46 of the United States Code. Under the terms of said Mortgage, none of the Shipowner, any charterer, the Master of this Vessel, or any other person or entity has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than the lien of said Mortgage and liens for current crew's wages, general average, salvage and liens incurred in the ordinary course of operation of the Vessel which are not yet due and payable. Such notice shall be changed to reflect the identity of any successor to a Credit Party or the Agent.
(xii) ensure that the Cdn. Vessels are employed in lawful trades between safe ports and safe places on the Great Lakes of North America and their connecting and tributary waters and on the St. Lxxxxxxx Seaway above the Anticosti Island;
(xiii) will notify the Agent prior to entering into any contract for the use of any Vessel in salt water; and
(xiv) shall, upon request, provide Agent with information relating to the refitting, winter work or dry dock surveying of the Vessels including information as to the progress, timing and cost thereof.
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