Common use of Additional Collateral Vessels Clause in Contracts

Additional Collateral Vessels. (i) Within sixty (60) days after the execution by the Administrative Agent, for itself and on behalf of the Secured Parties, of the Excellence FRSU Accession Deed, the Borrower shall cause the Collateral Vessel Owner in respect of the Excellence to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent for the filing for recording thereof) in the appropriate vessel registry, such Collateral Vessel Mortgages as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a first priority perfected Lien (it being understood that Permitted Encumbrances and Permitted Maritime Liens may exist) over such Vessel, securing the Obligations in an initial amount not to exceed $104,000,000, which maximum secured amount shall be reduced to (w) $97,000,000 on December 31, 2022, (x) $90,000,000 on December 31, 2023, (y) $82,000,000 on December 31, 2024 and (z) $76,000,000 on December 31, 2025. In connection with the execution and delivery of such Collateral Vessel Mortgages over such Vessel, the Borrower shall, or shall cause the applicable Collateral Vessel Owner, to deliver (A) opinions of local counsel for the jurisdiction in which such Vessel is flagged, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent, and (B) and such other filings or actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect the security interest created by such Collateral Vessel Mortgages. (ii) No later than the earlier of (A) October 31, 2022 and (B) sixty (60) days (or such longer period of time as the Administrative Agent may reasonably agree) days after the execution of the Excelsior Consent by the Excelsior Customer and the other parties thereto, the Borrower shall cause the Collateral Vessel Owner in respect of the Excelsior to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent for the filing for recording thereof) in the appropriate vessel registry, such Collateral Vessel Mortgages as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a first priority perfected Lien (it being understood that Permitted Encumbrances and Permitted Maritime Liens may exist) over such Vessel, securing the Obligations. In connection with the execution and delivery of such Collateral Vessel Mortgages over such Vessel, the Borrower shall, or shall cause the applicable Collateral Vessel Owner, to deliver (1) opinions of local counsel for the jurisdiction in which such Vessel is flagged, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent, and (2) and such other filings or actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect the security interest created by such Collateral Vessel Mortgages. (iii) Upon (A) delivery of any Vessel under construction to the Borrower or any of its Restricted Subsidiaries, (B) the acquisition by the Borrower or any of its Restricted Subsidiaries of any Vessel or (C) any Vessel owned as of the Effective Date which is not a Collateral Vessel ceasing to be subject to any restrictions which prohibit the granting of a Vessel Mortgage on such Vessel (the “Additional Vessel Date”), the Borrower shall, within sixty (60) days (or such longer period of time as the Administrative Agent may reasonably agree) of such delivery or acquisition, execute and deliver, or cause such Restricted Subsidiary(ies) to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent for the filing for recording thereof) in the appropriate vessel registry, amendments or supplements to existing Collateral Vessel Mortgages or such other Collateral Vessel Mortgages as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a Lien over any Vessels owned by the Borrower or any of its Restricted Subsidiaries, as applicable, not already subject to a Collateral Vessel Mortgage, to the extent necessary to ensure that, immediately after giving effect to the addition of the additional Collateral Vessels all Vessels in the registered ownership of the Borrower and its Restricted Subsidiaries (other than Excluded Vessels) are subject to Collateral Vessel Mortgages. In connection with the execution and delivery of such Collateral Vessel Mortgages over such additional Collateral Vessels, the Borrower shall, or shall cause the applicable Collateral Vessel Owner, within sixty (60) days of (or such longer period of time as the Administrative Agent may reasonably agree) of the Additional Vessel Date, to deliver (A) opinions of local counsel for the jurisdiction in which the applicable additional Collateral Vessel is flagged, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent, and (B) and such other filings or actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect the security interest created by such Collateral Vessel Mortgages.

Additional Collateral Vessels. (i) Within sixty (60) days after the execution by the Administrative Agent, for itself and on behalf of the Secured Parties, of the Excellence FRSU Accession Deed, the Borrower shall cause the Collateral Vessel Owner in respect of the Excellence to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent for the filing for recording thereof) in the appropriate vessel registry, such Collateral Vessel Mortgages as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a first priority perfected Lien (it being understood that Permitted Encumbrances and Permitted Maritime Liens may exist) over such Vessel, securing the Obligations in an initial amount not to exceed $104,000,000, which maximum secured amount shall be reduced to (wA) $97,000,000 on December 31, 2022, (xB) $90,000,000 on December 31, 2023, (yC) $82,000,000 on December 31, 2024 and (zD) $76,000,000 on December 31, 2025. In connection with the execution and delivery of such Collateral Vessel Mortgages over such Vessel, the Borrower shall, or shall cause the applicable Collateral Vessel Owner, to deliver (A1) opinions of local counsel for the jurisdiction in which such Vessel is flagged, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent, and (B2) and such other filings or actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect the security interest created by such Collateral Vessel Mortgages. (ii) No later than the earlier of (A) October 31, 2022 and (B) sixty (60) days (or such longer period of time as the Administrative Agent may reasonably agree) days after the execution of the Excelsior Consent by the Excelsior Customer and the other parties thereto, the Borrower shall cause the Collateral Vessel Owner in respect of the Excelsior to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent for the filing for recording thereof) in the appropriate vessel registry, such Collateral Vessel Mortgages as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a first priority perfected Lien (it being understood that Permitted Encumbrances and Permitted Maritime Liens may exist) over such Vessel, securing the Obligations. In connection with the execution and delivery of such Collateral Vessel Mortgages over such Vessel, the Borrower shall, or shall cause the applicable Collateral Vessel Owner, to deliver (1) opinions of local counsel for the jurisdiction in which such Vessel is flagged, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent, and (2) and such other filings or actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect the security interest created by such Collateral Vessel Mortgages. (iii) Upon (A) delivery of any Vessel under construction to the Borrower or any of its Restricted Subsidiaries, (B) the acquisition by the Borrower or any of its Restricted Subsidiaries of any Vessel or (C) any Vessel owned as of the Effective Date which is not a Collateral Vessel ceasing to be subject to any restrictions which prohibit the granting of a Vessel Mortgage on such Vessel (the “Additional Vessel Date”), the Borrower shall, within sixty (60) days (or such longer period of time as the Administrative Agent may reasonably agree) of such delivery or acquisition, execute and deliver, or cause such Restricted Subsidiary(ies) to execute and deliver, and cause to be filed for recording (or make arrangements satisfactory to the Administrative Agent for the filing for recording thereof) in the appropriate vessel registry, amendments or supplements to existing Collateral Vessel Mortgages or such other Collateral Vessel Mortgages as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a Lien over any Vessels owned by the Borrower or any of its Restricted Subsidiaries, as applicable, not already subject to a Collateral Vessel Mortgage, to the extent necessary to ensure that, immediately after giving effect to the addition of the additional Collateral Vessels all Vessels in the registered ownership of the Borrower and its Restricted Subsidiaries (other than Excluded Vessels) are subject to Collateral Vessel Mortgages. In connection with the execution and delivery of such Collateral Vessel Mortgages over such additional Collateral Vessels, the Borrower shall, or shall cause the applicable Collateral Vessel Owner, within sixty (60) days of (or such longer period of time as the Administrative Agent may reasonably agree) of the Additional Vessel Date, to deliver (A1) opinions of local counsel for the jurisdiction in which the applicable additional Collateral Vessel is flagged, covering customary matters and in form and substance reasonably satisfactory to the Administrative Agent, and (B2) and such other filings or actions necessary or desirable in the reasonable opinion of the Administrative Agent to perfect the security interest created by such Collateral Vessel Mortgages.