Common use of Operational Covenants Clause in Contracts

Operational Covenants. The Borrowers covenant with the Agent (for the benefit of the Finance Parties) that, at all times, during the Facility Period they shall: (a) maintain the registration of the Vessels under a Pre-Approved Flag or under such other flag as may be approved by the Agent, in writing, such approval not to be unreasonably withheld or delayed, and maintain the registration of the Mortgages at the relevant ship registries, and shall not cause or permit to be done any act or omission whereby the registration of the Vessels or the Mortgages at any one time would or might be defeated or imperilled; (b) not knowingly cause or permit the Vessels to be operated in any manner or employed in any trade or business contrary to or unlawful under the laws, regulations, treaties and conventions (and all rules and regulations issued thereunder), from time to time applicable to each of the Vessels; (c) maintain and preserve, at their own expense, the Vessels in a seaworthy condition and in good working order and repair (ordinary wear and tear excepted) and in such condition to ensure that the Vessels are entitled to the highest class applicable to vessels of their type with a Pre-Approved Classification Society; (d) comply in all material respects with all laws, conventions, regulations and requirements (statutory or otherwise) including but not limited to the ISM Code and the ISPS Code from time to time applicable to the relevant Owner and/or in the jurisdictions where the Vessels are registered and/or in the jurisdictions where the Vessels trade and/or are operated from; (e) submit the Vessels on a regular basis to all periodical or other surveys as the classification society in which the Vessels are entered may require and at the request of the Agent provide the Agent with copies of all classification certificates of the Vessels and their machinery and of all damage or survey reports issued in connection therewith; (f) promptly notify the Agent of any substantial change in the structure of the Vessels or any other modification which might involve material alteration to the Vessels provided that they shall not without the prior written consent of the Agent, cause or permit to be made any change or modification which may result in a change to the type of the Vessels; (g) promptly notify the Agent of any change of the name or port of registry of the Vessels; (h) not permit or allow to occur any discharge, release, leak, migration or other escape of any Environmentally Sensitive Material into the environment on, under or from any property owned, leased, occupied or controlled by them (including, without limitation, the Vessels), where such discharge, release, leak, migration or other escape would or might have a Material Adverse Effect; (i) promptly notify the Agent by an effective and prompt mode of communication upon receiving notice of or becoming aware of any of the following events: (i) any circumstance or event which is or is likely to constitute a Damage Notification Event; (ii) any event as a result of which a Vessel has become or might, with the passage of time or otherwise, become a Total Loss; and (iii) any Environmental Claim or Environmental Incident pending, or made against them or in connection with the Vessels which has or will have a Material Adverse Effect; (j) to notify the Agent immediately the Borrowers become aware of any legal proceedings or arbitration involving a Vessel or an Owner where the amount claimed by any party (ignoring any counterclaim or defence of set-off) exceeds or may reasonably be expected to exceed the Threshold Amount; and (k) not without the prior written consent of the Agent (such consent not to be unreasonably withheld or delayed) to put a Vessel into the possession of any person for the purpose of work or repairs estimated to cost more than the Threshold Amount (except for repairs the cost of which is recoverable under the Obligatory Insurances and in respect of which the Insurers have agreed to make payment in accordance with any applicable loss payable clause) unless that person shall have given an undertaking to the Agent in such terms as the Agent shall require not to exercise a lien on that Vessel for the cost of the work.

Operational Covenants. The Borrowers covenant Subsidiary Guarantor covenants with the Agent Security Trustee (for the benefit of the Finance Parties) that, at all times, during the Facility Security Period they it shall: (a) maintain the registration of the Vessels Collateral Vessel under a Pre-Approved Flag or under such other flag as may be approved by the AgentSecurity Trustee, in writing, such approval not to be unreasonably withheld or delayed, and maintain the registration of the Mortgages at the relevant ship registries, and it shall not cause or permit to be done any act or omission whereby the registration of the Vessels or the Mortgages Collateral Vessel at any one time would or might be defeated or imperilled; (b) not knowingly cause or permit the Vessels Collateral Vessel to be operated in any manner or employed in any trade or business contrary to or unlawful under the laws, regulations, treaties and conventions (and all rules and regulations issued thereunder), ) from time to time applicable to each of the VesselsCollateral Vessel; (c) maintain and preserve, at their its own expense, the Vessels Collateral Vessel in a seaworthy condition and in good working order and repair (ordinary wear and tear excepted) and in such condition to ensure that the Vessels are entitled Collateral Vessel is free of recommendation or requirement which has not been complied with within any time limit specified by such person (as such requirement or recommendation may be extended or modified from time to the highest class applicable to vessels of their type with a Pre-Approved Classification Societytime) or, if no such time limit is specified, as soon as reasonably practicable; (d) comply in all material respects with all laws, conventions, regulations and requirements (statutory or otherwise) including but not limited to the ISM Code and the ISPS Code from time to time applicable to the relevant Owner and/or in the jurisdictions jurisdiction where the Vessels are Collateral Vessel is registered and/or in the jurisdictions where the Vessels trade Collateral Vessel trades and/or are is operated fromfrom and take all action as is necessary to ensure that it receives certification of compliance with those laws, regulation and requirements; (e) submit the Vessels Collateral Vessel on a regular basis to all periodical or other surveys as the classification society in which the Vessels are Collateral Vessel is entered may require and at the request of the Agent Security Trustee provide the Agent Security Trustee with copies of all classification certificates of the Vessels Collateral Vessel and their its machinery and of all damage or survey reports issued in connection therewith; (f) promptly notify the Agent Security Trustee of any substantial change in the structure of the Vessels Collateral Vessel or any other modification which might involve material alteration to the Vessels Collateral Vessel provided that they it shall not without the prior written consent of the AgentSecurity Trustee, cause or permit to be made any change or modification which may result in a change to the type of the VesselsCollateral Vessel; (g) promptly notify the Agent Security Trustee of any change of the name or port of registry of the VesselsCollateral Vessel; (h) not cause or permit the Collateral Vessel to enter into, trade to, or allow to occur any discharge, release, leak, migration or other escape within the territorial waters of any Environmentally Sensitive Material into country where the environment onObligatory Insurances on the Collateral Vessel may be jeopardised or imperilled unless it has first taken out or effected, under at its own cost and expense, such additional insurances as the Security Trustee and the relevant insurers may require and as shall be necessary or from any property ownedcustomary for first class ship-owners trading vessels with or within the territorial waters of such country and if required by the Security Trustee, leased, occupied or controlled by them it shall assign those insurances in favour of the Security Trustee (including, without limitation, in form and substance satisfactory to the VesselsSecurity Trustee), where such discharge, release, leak, migration or other escape would or might have a Material Adverse Effect; (i) promptly notify the Agent by an effective and prompt mode of communication upon receiving notice of ensure that all repairs to or becoming aware replacements of any damaged or worn or lost parts of equipment are effected in such manner (both as regards workmanship and quality of materials) so not as to diminish in any material way the value of the following events: (i) Collateral Vessel and not to remove any circumstance material part of, or event any item of, equipment installed on the Collateral Vessel unless the part or item so removed is replaced by a suitable part or item which is in the same condition and value as or better condition and value than the part or item removed, is likely free from any Encumbrance other than in favour of the Security Trustee and becomes upon installation on the Collateral Vessel the property of the Subsidiary Guarantor and subject to constitute the security constituted by the Mortgage or, if applicable, any deed of covenants to which it is a Damage Notification Event; (ii) party provided, that the Subsidiary Guarantor or any event as person on its behalf may not install equipment owned by a result third party unless the equipment can be removed without any risk of which a Vessel has become or might, with damage to the passage of time or otherwise, become a Total Loss; and (iii) any Environmental Claim or Environmental Incident pending, or made against them or in connection with the Vessels which has or will have a Material Adverse EffectCollateral Vessel; (j) not, other than those already in existence and fully disclosed to notify the Agent immediately Security Trustee prior to or on the Borrowers become aware date of the Credit Facility Agreement, enter into any legal proceedings agreement or arbitration involving a Vessel arrangement whereby the Earnings may be shared or pooled with any other person, except with the prior written consent of the Security Trustee, which consent shall not be unreasonably withheld provided that the Subsidiary Guarantor assigns or procures that the Security Trustee obtains an Owner where assignment of the amount claimed by any party (ignoring any counterclaim or defence benefit of set-off) exceeds or may reasonably be expected such Earnings in favour of the Security Trustee in form and substance satisfactory to exceed the Threshold Amount; andSecurity Trustee; (k) not not, without the prior written consent of the Agent (such consent not Security Trustee, sell, assign or transfer, or enter into any agreement to be unreasonably withheld sell, assign or delayed) to put a Vessel into the possession of any person for the purpose of work transfer, all or repairs estimated to cost more than the Threshold Amount (except for repairs the cost of which is recoverable under the Obligatory Insurances and in respect of which the Insurers have agreed to make payment in accordance with any applicable loss payable clause) unless that person shall have given an undertaking to the Agent in such terms as the Agent shall require not to exercise a lien on that Vessel for the cost part of the work.Collateral Vessel to any other person other than in circumstances where the proceeds of such sale, assignment or transfer will be applied as contemplated by clause 8.2 (

Operational Covenants. The Borrowers covenant with the Agent (for the benefit of the Finance Parties) that, at all times, during the Facility Period they shall: Tenant agrees; (a) to use, maintain and occupy the registration of the Vessels under Leased Premises in a Pre-Approved Flag or under such other flag as may be approved by the Agentcareful, in writing, such approval not to be unreasonably withheld or delayed, safe and maintain the registration of the Mortgages at the relevant ship registries, and shall not cause or permit to be done any act or omission whereby the registration of the Vessels or the Mortgages at any one time would or might be defeated or imperilled; proper manner; (b) not knowingly cause or permit the Vessels to be operated in any manner or employed in any trade or business contrary to or unlawful under the laws, regulations, treaties and conventions (and all rules and regulations issued thereunder), from time to time applicable to each of the Vessels; (c) maintain and preserve, at their own expense, the Vessels in a seaworthy condition and in good working order and repair (ordinary wear and tear excepted) and in such condition to ensure that the Vessels are entitled to the highest class applicable to vessels of their type with a Pre-Approved Classification Society; (d) comply in all material respects with all laws, conventions, regulations and requirements (statutory or otherwise) including but not limited to the ISM Code and the ISPS Code from time to time applicable to the relevant Owner and/or in the jurisdictions where the Vessels are registered and/or in the jurisdictions where the Vessels trade and/or are operated from; (e) submit the Vessels on a regular basis to all periodical or other surveys as the classification society in which the Vessels are entered may require and at the request of the Agent provide the Agent with copies of all classification certificates of the Vessels and their machinery and of all damage or survey reports issued in connection therewith; (f) promptly notify the Agent of any substantial change in the structure of the Vessels or any other modification which might involve material alteration to the Vessels provided that they shall not without the prior written consent of Landlord, not to place or maintain any merchandise or other articles in any vestibule or entry to the AgentLeased Premises, on the sidewalks adjacent thereto, or elsewhere on the exterior thereof; (c) to maintain the Leased Premises at its own expense in a clean, orderly and sanitary condition, free of insects, rodents, vermin and other pests; (d) not to use, nor permit nor suffer the use of, any apparatus or instruments for musical or other sound reproductions or transmission or any business or mechanical machines in such manner that would be other than “background music” that the sounds emanating therefrom or caused thereby shall be audible beyond the interior of the Leased Premises; (e) not to receive or ship articles, fixtures, or merchandise of any kind other than from that portion of the Leased Premises which Landlord designates for such purposes; (f) not to store goods, wares or merchandise on the Leased Premises except for Items which Tenant intends to offer for sale therein in the regular course of its business; (g) to keep clean all exterior surfaces of the Leased Premises; (h) to keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the Leased Premises; and (i) to properly vent and control any odors and not cause or permit objectionable odors to emanate or be dispelled from the Leased Premises. Tenant further agrees that it will not: (j) obstruct any driveway, corridor, footwalks or parking area, or any other common area; (k) use or permit the use of any objectionable advertising medium such as, without limitation, loudspeakers, phonographs, public address systems, sound amplifiers, reception or radio or television broadcasts within the Leased Premises, which is in any manner audible outside of the Leased Premises; (l) receive or ship articles of any kind outside the designated loading areas for the Leased Premises; (m) conduct or permit to be made conducted any change auction, fictitious fire sale, going-out-of-business sale or modification which may result bankruptcy sale, or other similar type sale in or connected with the Leased Premises; (n) use or permit the use of any portion of the Leased Premises in a change manner likely to injure the type reputation of the Vessels; (g) promptly notify the Agent Property or which will be in violation of any change of law; (o) place a load upon any floor which exceeds the name floor load which the floor was designed to carry; (p) use the Leased Premises for any unlawful or port of registry of the Vessels; (h) not permit illegal business, use or allow to occur purpose, or for any dischargebusiness, release, leak, migration use or other escape of any Environmentally Sensitive Material into the environment on, under or from any property owned, leased, occupied or controlled by them (including, without limitation, the Vessels), where such discharge, release, leak, migration or other escape would or might have a Material Adverse Effect; (i) promptly notify the Agent by an effective and prompt mode of communication upon receiving notice of or becoming aware of any of the following events: (i) any circumstance or event purpose which is immoral or disreputable, or which is likely hazardous, or in such manner as to constitute a Damage Notification Event; nuisance of any kind (ii) any event as a result of which a Vessel has become public or might, with the passage of time or otherwise, become a Total Loss; and (iii) any Environmental Claim or Environmental Incident pendingprivate), or made against them for any purpose or in connection with any way in violation of the Vessels which has certificates of occupancy (or will have a Material Adverse Effect; (j) other similar approvals of applicable governmental authorities). Tenant shall not install, or permit to notify the Agent immediately the Borrowers become aware of be Installed, any legal proceedings or arbitration involving a Vessel or an Owner where the amount claimed by any party (ignoring any counterclaim or defence of set-off) exceeds or may reasonably be expected to exceed the Threshold Amount; and (k) not rooftop equipment without the prior written consent approval of the Agent (Landlord, which approval may be withheld in Landlord’s sole discretion. Any and all rooftop equipment permitted by Landlord pursuant to such consent not prior written approval shall be subject to be unreasonably withheld or delayed) to put a Vessel into the possession of any person for the purpose of work or repairs estimated to cost more than the Threshold Amount (except for repairs the cost of which is recoverable under the Obligatory Insurances separate license agreement between Landlord and in respect of which the Insurers have agreed to make payment in accordance with any Tenant and Landlord’s then applicable loss payable clause) unless that person shall have given an undertaking to the Agent in such terms as the Agent shall require not to exercise a lien on that Vessel for the cost of the workrooftop annual rental rate.

Operational Covenants. The Borrowers covenant with the Agent (for the benefit of the Finance Parties) that, at all times, during the Facility Period they shall: Tenant agrees: (a) to use, maintain and occupy the registration of the Vessels under Leased Premises in a Pre-Approved Flag or under such other flag as may be approved by the Agentcareful, in writing, such approval not to be unreasonably withheld or delayed, safe and maintain the registration of the Mortgages at the relevant ship registries, and shall not cause or permit to be done any act or omission whereby the registration of the Vessels or the Mortgages at any one time would or might be defeated or imperilled; proper manner; (b) not knowingly cause or permit the Vessels to be operated in any manner or employed in any trade or business contrary to or unlawful under the laws, regulations, treaties and conventions (and all rules and regulations issued thereunder), from time to time applicable to each of the Vessels; (c) maintain and preserve, at their own expense, the Vessels in a seaworthy condition and in good working order and repair (ordinary wear and tear excepted) and in such condition to ensure that the Vessels are entitled to the highest class applicable to vessels of their type with a Pre-Approved Classification Society; (d) comply in all material respects with all laws, conventions, regulations and requirements (statutory or otherwise) including but not limited to the ISM Code and the ISPS Code from time to time applicable to the relevant Owner and/or in the jurisdictions where the Vessels are registered and/or in the jurisdictions where the Vessels trade and/or are operated from; (e) submit the Vessels on a regular basis to all periodical or other surveys as the classification society in which the Vessels are entered may require and at the request of the Agent provide the Agent with copies of all classification certificates of the Vessels and their machinery and of all damage or survey reports issued in connection therewith; (f) promptly notify the Agent of any substantial change in the structure of the Vessels or any other modification which might involve material alteration to the Vessels provided that they shall not without the prior written consent of Landlord, not to place or maintain any merchandise or other articles in any vestibule or entry to the AgentLeased Premises, on the sidewalks or parking lot in the front, rear or sides of the building or adjacent thereto or elsewhere on the exterior thereof; (c) to maintain the Leased Premises in a clean, orderly and sanitary condition, free of insects, rodents, vermin and other pests; (d) not to use, nor permit nor suffer the use of, any apparatus or instruments for musical or other sound or video reproductions or transmission other than “background music,” or any business or mechanical machines in such manner that would result in the sounds emanating therefrom or caused thereby being audible beyond the interior of the Leased Premises; (e) not to receive or ship articles, fixtures, or merchandise of any kind other than from that portion of the Leased Premises designated on Exhibit A for such purposes; (f) not to store goods, wares or merchandise on the Leased Premises except for items which Tenant intends to use or offer for sale in the regular course of its business; (g) [intentionally omitted]; (h) to keep all mechanical apparatus reasonably free of vibration and noise which may be transmitted beyond the Leased Premises; (i) to properly vent and control any odors and not cause or permit objectionable odors to emanate or be dispelled from the Leased Premises; (j) not to obstruct any driveway, corridor, footwalks or parking area, or any other common area; (k) not to conduct or permit to be made conducted any change auction, fictitious fire sale, going-out-of-business sale or modification which may result bankruptcy sale, or other similar type sale in a change to or connected with the type of the Vessels; Leased Premises; (g) promptly notify the Agent of any change of the name or port of registry of the Vessels; (hl) not permit to place a load upon any floor which exceeds the floor load which the floor was designed to carry; and (m) not to use the Leased Premises for any unlawful or allow to occur illegal business, use or purpose, or for any dischargebusiness, release, leak, migration use or other escape of any Environmentally Sensitive Material into the environment on, under or from any property owned, leased, occupied or controlled by them (including, without limitation, the Vessels), where such discharge, release, leak, migration or other escape would or might have a Material Adverse Effect; (i) promptly notify the Agent by an effective and prompt mode of communication upon receiving notice of or becoming aware of any of the following events: (i) any circumstance or event purpose which is immoral or disreputable, or which is likely hazardous, or in such manner as to constitute a Damage Notification Event; nuisance of any kind (ii) any event as a result of which a Vessel has become public or might, with the passage of time or otherwise, become a Total Loss; and (iii) any Environmental Claim or Environmental Incident pendingprivate), or made against them for any purpose or in connection with any way in violation of the Vessels which has certificates of occupancy (or will have a Material Adverse Effect; (j) other similar approvals of applicable governmental authorities). Tenant shall not install, or permit to notify the Agent immediately the Borrowers become aware of be installed, any legal proceedings or arbitration involving a Vessel or an Owner where the amount claimed by any party (ignoring any counterclaim or defence of set-off) exceeds or may reasonably be expected to exceed the Threshold Amount; and (k) not rooftop equipment without the prior written consent approval of the Agent (Landlord, which approval may be withheld in Landlord’s sole discretion. Any and all rooftop equipment permitted by Landlord pursuant to such consent not prior written approval shall be subject to be unreasonably withheld or delayed) to put a Vessel into the possession of any person for the purpose of work or repairs estimated to cost more than the Threshold Amount (except for repairs the cost of which is recoverable under the Obligatory Insurances separate license agreement between Landlord and in respect of which the Insurers have agreed to make payment in accordance with any Tenant and Landlord’s then applicable loss payable clause) unless that person shall have given an undertaking to the Agent in such terms as the Agent shall require not to exercise a lien on that Vessel for the cost of the workrooftop annual rental rate.