Common use of Change of Flag Clause in Contracts

Change of Flag. Notwithstanding anything to the contrary in this Indenture, the Co-Issuers or a Mortgaged Vessel Guarantor may transfer or change the flag of any of its Mortgaged Vessels to the flag of a Permitted Flag Jurisdiction and in connection therewith the Collateral Trustee shall release the existing Ship Mortgage and related Security Documents to which any Mortgaged Vessel is subject in connection with the transfer or change of the flag of such Mortgaged Vessel to another Permitted Flag Jurisdiction if (i) the owner of the Mortgaged Vessel has executed (A) a new Ship Mortgage (granting the Collateral Trustee a Security Interest in such Mortgaged Vessel subject only to Permitted Liens) and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged and the appropriate governmental offices in the jurisdiction of incorporation and/or domicile of the applicable Co-Issuer or Mortgaged Vessel Guarantor if required by applicable law in order to perfect the Security Interest therein created (or, with respect to the Security Agreements, if no such perfection of security interest can be obtained in the jurisdiction and/or domicile, in the appropriate governmental offices specified in the New York Uniform Commercial Code), as to which the Collateral Trustee shall be entitled to rely on an Opinion of Counsel to the Company with respect thereto; and (ii) the Mortgaged Vessel Guarantor has made arrangements reasonably satisfactory to the Collateral Trustee for recording the Ship Mortgage referred to in clause (i) above in an appropriate registry office of the Permitted Flag Jurisdiction under which the Mortgaged Vessel is being reflagged as soon as reasonably practicable and to make any other filing necessary to perfect the security therein.

Change of Flag. Notwithstanding anything Each Owner shall have the right to change the registry and flag of its Vessel to the contrary in this Indentureregistry and flag of the Republic of Panama, the Co-Issuers or a Mortgaged Vessel Guarantor may transfer or Republic of Liberia, the Republic of Vanuatu, the Commonwealth of The Bahamas, The United Kingdom, the Isle of Man and any other jurisdiction with laws and regulations affording rights and remedies in favor of mortgagees substantially similar to those afforded by any of the jurisdictions named in the preceding part of this sentence; PROVIDED, that the right of each Owner to change the registry and flag of any its Vessel to a jurisdiction other than those named in the preceding part of its Mortgaged Vessels this sentence shall be subject to the flag requirement that the Owner shall have demonstrated, by providing opinion(s) of a Permitted Flag Jurisdiction and in connection therewith counsel or other evidence requested by the Collateral Trustee shall release Indenture Trustee, to the existing Ship Mortgage and related Security Documents to which any Mortgaged Vessel is subject in connection with the transfer or change satisfaction of the flag Indenture Trustee that the requirements of this Section 6.14 (including the last sentence hereof) have been satisfied. Prior to any such Mortgaged Vessel to another Permitted Flag Jurisdiction if change in registry and flag, the Owner shall (i) the owner obtain all necessary approvals of Governmental Authorities including, without limitation, those of the Mortgaged then current Registration Jurisdiction and otherwise comply with all applicable law, if any, (ii) execute and deliver to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, and after execution by the Indenture Trustee and immediately after the registration of the Vessel, file for recordation, a replacement mortgage (the "Replacement Mortgage") with terms and conditions substantially similar to the terms and conditions of Mortgage to which such Vessel has executed is subject, which Replacement Mortgage shall constitute a first priority lien on the Vessel and shall be in compliance with all applicable laws and regulations of any such country where the Vessel is re-registered and re-flagged, and immediately after the filing of the Replacement Mortgage for recordation deliver to the Indenture Trustee (A) an opinion of counsel reasonably satisfactory to the Indenture Trustee confirming that any Replacement Mortgage constitutes such a new Ship Mortgage (granting first priority lien under the Collateral laws and regulations of such country and is a "preferred mortgage" within the meaning of 46 U.S.C. Section 31301(b)(B), and that, if there shall have been any change in the applicable laws and regulations of such country of re-registration and re-flagging after the Closing Date, such change does not materially adversely affect the interests of the Indenture Trustee a Security Interest in such Mortgaged Vessel subject only with respect to Permitted Liens) the Vessel, and (B) the related Security Documents with respect to such Mortgaged Vessel, dated the date such Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices a certificate of the Permitted Flag Jurisdiction Owner that the Vessel is duly documented under which it is being reflagged and the appropriate governmental offices in the jurisdiction of incorporation and/or domicile laws of the applicable Cocountry where the Vessel is re-Issuer or Mortgaged registered and re-flagged, and that the Vessel Guarantor if required by applicable law in order to perfect is free of any Lien (except the Security Interest therein created Replacement Mortgage) other than Permitted Liens. In connection with any such change of registry and flag, the Indenture Trustee shall, at the request of the Owner and at the Owner's cost and expense, and upon compliance with subclauses (or, with respect to the Security Agreements, if no such perfection of security interest can be obtained in the jurisdiction and/or domicile, in the appropriate governmental offices specified in the New York Uniform Commercial Code), as to which the Collateral Trustee shall be entitled to rely on an Opinion of Counsel to the Company with respect thereto; i) and (ii) the Mortgaged Vessel Guarantor has made arrangements reasonably satisfactory of this Section 6.14, execute and deliver to the Collateral Trustee Owner the Replacement Mortgage, an instrument in recordable form duly acknowledging the satisfaction and discharge of Mortgage, and any other instrument or document necessary or appropriate for recording the Ship Mortgage referred to in clause (i) above in an appropriate registry office orderly consummation of the Permitted Flag Jurisdiction change in registry and flag and replacement of the Mortgage. Notwithstanding the foregoing, no such reflagging shall be permitted (x) if an Indenture Event of Default shall have occurred and be continuing or (y) if in the sole opinion of the Indenture Trustee such reflagging will, or may be expected to, adversely affect the rights or remedies of the Indenture Trustee under which the Mortgaged Vessel is being reflagged as soon as reasonably practicable and Security Documents, the value of the Vessel, or will be or may otherwise be expected to make any other filing necessary be, disadvantageous to perfect the security thereinIndenture Trustee.

Change of Flag. Notwithstanding anything to the contrary in this Indenture, the Co-Issuers or a Future Mortgaged Vessel Guarantor may transfer or change the flag of any of its Future Mortgaged Vessels to the flag of a Permitted Flag Jurisdiction and in connection therewith the Collateral Trustee shall release the existing Ship Mortgage and related Security Documents to which any Future Mortgaged Vessel is subject in connection with the transfer or change of the flag of such Future Mortgaged Vessel to another Permitted Flag Jurisdiction if (i) the owner of the Future Mortgaged Vessel has executed (A) a new Ship Mortgage (granting the Collateral Trustee a Security Interest in such Future Mortgaged Vessel subject only to Permitted Liens) and (B) the related Security Documents with respect to such Future Mortgaged Vessel, dated the date such Future Mortgaged Vessel shall be released from the existing Ship Mortgage and related Security Documents to which it is subject, which Ship Mortgage and related Security Documents shall be in appropriate form for recording or registration in the appropriate governmental offices of the Permitted Flag Jurisdiction under which it is being reflagged and the appropriate governmental offices in the jurisdiction of incorporation and/or domicile of the applicable Co-Issuer or Future Mortgaged Vessel Guarantor if required by applicable law in order to perfect the Security Interest therein created (or, with respect to the Security Agreements, if no such perfection of security interest can be obtained in the jurisdiction and/or domicile, in the appropriate governmental offices specified in the New York Uniform Commercial Code), as to which the Collateral Trustee shall be entitled to conclusively rely on an Opinion of Counsel to the Company with respect thereto; and (ii) the Future Mortgaged Vessel Guarantor has recorded or made all arrangements reasonably satisfactory to the Collateral Trustee necessary for recording the Ship Mortgage referred to in clause (i) above in an appropriate registry office of the Permitted Flag Jurisdiction under which the Future Mortgaged Vessel is being reflagged as soon as reasonably practicable and to make any other filing necessary to perfect the security therein.