Sale of Collateral, Etc. Holdings will not, and will not permit any Credit Party to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease, charter or otherwise dispose of all or any part of the Collateral, except that: (i) Holdings and each of its Subsidiaries may sell, lease or otherwise dispose of any Mortgaged Vessel, provided that (A) such sale is made at fair market value (as determined in accordance with the Appraisals most recently delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Sections 5.08 or 8.01(i) or delivered at the time of such sale to the Administrative Agent by the Borrower), (B) 100% of the consideration in respect of such sale shall consist of cash or cash equivalents received by Holdings, the Borrower or the respective Subsidiaries Guarantor which owned such Mortgaged Vessel, on the date of consummation of such sale, (C) the Total Commitment shall be reduced at the time of such sale to the extent required pursuant to Section 3.03, and any prepayments of the Loans required pursuant to Section 4.02(a) as a consequence of such reduction shall have been made, and (D) the Borrower shall have delivered to the Administrative Agent an officer’s certificate, certified by the senior financial officer of the Borrower, demonstrating pro forma compliance (giving effect to such Collateral Disposition and, in the case of calculations involving the Appraised Value of Mortgaged Vessels, using valuations consistent with the Appraisals most recently delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Sections 5.08 or 8.01(i) with each of the covenants set forth in Sections 9.06 through 9.09, inclusive, for the most recently ended Test Period (or at the time of such sale, as applicable) and projected compliance with such covenants for the one year period following such Collateral Disposition, in each case setting forth the calculations required to make such determination in reasonable detail; (ii) the Borrower or any Subsidiary of the Borrower may sell or discount, in each without recourse and in the ordinary course of business, overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale of financing transaction); (iii) any Subsidiaries Guarantor may transfer Collateral or lease to or acquire or lease Collateral to or from the Borrower or any other Subsidiaries Guarantor, in each case so long as all actions necessary or desirable to preserve, protect and maintain the security interest and Lien of the Collateral Agent in any Collateral involved in any such transaction are taken to the reasonable satisfaction of the Collateral Agent; (iv) any Subsidiaries Guarantor may merge with and into, or be dissolved or liquidated into, the Borrower or any other Subsidiaries Guarantor, so long as (x) in the case of any such merger, dissolution or liquidation involving the Borrower, the Borrower is the surviving corporation of any such merger, dissolution or liquidation, and (y) in all cases, the security interests granted to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Security Documents shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such merger, dissolution or liquidation); (v) the Borrower or any Subsidiaries Guarantor may enter into demise, bareboat, time, voyage and other charter or lease arrangements pursuant to which the Borrower or any Subsidiaries Guarantor charters or leases out a Mortgaged Vessel to the Borrower or any Subsidiaries Guarantor or to a third Person, in each case so long as (w) such arrangements are entered into in the ordinary course of business, (x) such arrangements do not materially impair the value of the Mortgaged Vessel (or Mortgaged Vessels) subject to such arrangements, (y) the tenor of any bareboat charter arrangement is less than three years unless otherwise consented to by the Administrative Agent (such consent not to be unreasonably withheld) and (z) for any charter arrangement with a term of twelve (12) months or greater, including any extension option, the Borrower or Subsidiary Guarantor execute and deliver an Assignment of Charters and, to the extent required, the Borrower shall use its commercially reasonable efforts to cause the relevant counterparty to the charter or other similar contract to execute and deliver a consent thereto; (vi) the Borrower or any Subsidiary of the Borrower may sell obsolete or worn-out equipment or materials (other than Mortgaged Vessels) constituting Collateral in the ordinary course of business; and (vii) following a Collateral Disposition permitted by this Agreement or an Event of Loss with respect to a Mortgaged Vessel, the Guarantor which owned the Mortgaged Vessel that is the subject of such Collateral Disposition or Event of Loss, as the case may be, may dissolve. To the extent the Required Lenders waive the provisions of this Section 9.02 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 9.02, such Collateral (unless sold to the Borrower or a Subsidiary of the Borrower) shall be sold free and clear of the Liens created by the Security Documents, and the Administrative Agent and Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.
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Sale of Collateral, Etc. Holdings will not, and will not permit any Credit Party to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease, charter or otherwise dispose of all or any part of the Collateral, except that:
(i) Holdings and each of its Subsidiaries may sell, lease or otherwise dispose of any Mortgaged Vessel, provided that (A) such sale is made at fair market value (as determined in accordance with the Appraisals most recently delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Sections 5.08 5.08, 6.06(iv) or 8.01(i9.01(h) or delivered at the time of such sale to the Administrative Agent by the Borrower), (B) 100% of the consideration in respect of such sale shall consist of cash or cash equivalents received by Holdings, the Borrower or the respective Subsidiaries Guarantor which owned such Mortgaged Vessel, on the date of consummation of such sale, (C) the Total Commitment shall be reduced at the time of such sale to the extent required pursuant to Section 3.03, and any prepayments of the Loans required pursuant to Section 4.02(a) as a consequence of such reduction shall have been made, and (D) the Borrower shall have delivered to the Administrative Agent an officer’s certificate, certified by the senior financial officer of the Borrower, demonstrating pro forma compliance (giving effect to such Collateral Disposition and, in the case of calculations involving the Appraised Value of Mortgaged Vessels, using valuations consistent with the Appraisals most recently delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Sections 5.08 5.08, 6.06(iv) or 8.01(i9.01(h) with each of the covenants set forth in Sections 9.06 10.06 through 9.0910.09, inclusive, for the most recently ended Test Period (or at the time of such sale, as applicable) and projected compliance with such covenants for the one year period following such Collateral Disposition, in each case setting forth the calculations required to make such determination in reasonable detail;
(ii) the Borrower or any Subsidiary of the Borrower may sell or discount, in each without recourse and in the ordinary course of business, overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale of financing transaction);
(iii) any Subsidiaries Guarantor may transfer Collateral or lease to or acquire or lease Collateral to or from the Borrower or any other Subsidiaries Guarantor, in each case so long as all actions necessary or desirable to preserve, protect and maintain the security interest and Lien of the Collateral Agent in any Collateral involved in any such transaction are taken to the reasonable satisfaction of the Collateral Agent;
(iv) any Subsidiaries Guarantor may merge with and into, or be dissolved or liquidated into, the Borrower or any other Subsidiaries Guarantor, so long as (x) in the case of any such merger, dissolution or liquidation involving the Borrower, the Borrower is the surviving corporation of any such merger, dissolution or liquidation, and (y) in all cases, the security interests granted to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Security Documents shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such merger, dissolution or liquidation);
(v) the Borrower or any Subsidiaries Guarantor may enter into demise, bareboat, time, voyage and other charter or lease arrangements pursuant to which the Borrower or any Subsidiaries Guarantor charters or leases out a Mortgaged Vessel to the Borrower or any Subsidiaries Guarantor or to a third Person, in each case so long as (wx) such arrangements are entered into in the ordinary course of business, (xy) such arrangements do not materially impair the value of the Mortgaged Vessel (or Mortgaged Vessels) subject to such arrangements, and (yz) the tenor of any bareboat charter arrangement is less than three years unless otherwise consented to by the Administrative Agent (such consent not to be unreasonably withheld) and (z) for any charter arrangement with a term of twelve (12) months or greater, including any extension option, the Borrower or Subsidiary Guarantor execute and deliver an Assignment of Charters and, to the extent required, the Borrower shall use its commercially reasonable efforts to cause the relevant counterparty to the charter or other similar contract to execute and deliver a consent thereto);
(vi) the Borrower or any Subsidiary of the Borrower may sell obsolete or worn-out equipment or materials (other than Mortgaged Vessels) constituting Collateral in the ordinary course of business; and
(vii) following a Collateral Disposition permitted by this Agreement or an Event of Loss with respect to a Mortgaged Vessel, the Guarantor which owned the Mortgaged Vessel that is the subject of such Collateral Disposition or Event of Loss, as the case may be, may dissolve. To the extent the Required Lenders waive the provisions of this Section 9.02 10.02 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 9.0210.02, such Collateral (unless sold to the Borrower or a Subsidiary of the Borrower) shall be sold free and clear of the Liens created by the Security Documents, and the Administrative Agent and Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.
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Sale of Collateral, Etc. Holdings will not, and will not permit any Credit Party to, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease, charter or otherwise dispose of all or any part of the Collateral, except that:
(i) Holdings and each of its Subsidiaries other Credit Party may sell, lease or otherwise dispose of any Mortgaged Vessel, provided that (A) such sale is made at fair market value (it being understood that, unless otherwise agreed by the Administrative Agent, such fair market value must be equal to at least 90% of the value of such Mortgaged Vessel as determined in accordance with the Appraisals most recently delivered to to, or obtained by, the Administrative Agent (or obtained by the Administrative Agent) pursuant to Sections 5.08 5.13 or 8.01(i8.01(h) or delivered at the time of such sale to the Administrative Agent by the BorrowerCredit Party that owns such Mortgaged Vessel), (B) 100% of the consideration in respect of such sale shall consist of cash or cash equivalents received by Holdings, the respective Borrower or the respective Subsidiaries Guarantor which owned such Mortgaged Vessel, on the date of consummation of such sale, (C) the Total Commitment and the Available Commitment shall be reduced at the time of such sale to the extent required pursuant to Section 3.033.03(c), and any prepayments of the Loans required pursuant to Section 4.02(a) as a consequence of such reduction shall have been made, and (D) the respective Borrower shall have delivered to the Administrative Agent an officer’s certificate, certified by the senior financial officer of such Borrower or the BorrowerParent, demonstrating pro forma compliance (giving effect to such Collateral Disposition and, in the case of calculations involving the Appraised Value of Mortgaged Vessels, using valuations consistent with the Appraisals most recently delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Sections 5.08 5.13 or 8.01(i8.01(h) or delivered at the time of such sale to the Administrative Agent by the Credit Party that owns such Mortgaged Vessel) with each of the covenants set forth in Sections 9.06 through 9.09, inclusive, for the most recently ended Test Period (or at the time of such sale, as applicable) and projected compliance with such covenants for the one year period following such Collateral Disposition, in each case setting forth the calculations required to make such determination in reasonable detail);
(ii) the Borrower or any Subsidiary of the Borrower Credit Party may sell or discount, in each case without recourse and in the ordinary course of business, overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof consistent with customary industry practice (and not as part of any bulk sale of financing transaction);
(iii) any Subsidiaries Guarantor Credit Party may transfer Collateral or lease to or acquire or lease Collateral to or from either of the Borrower Borrowers or any other Subsidiaries GuarantorCredit Party, in each case so long as all actions necessary or desirable to preserve, protect and maintain the security interest and Lien of the Collateral Agent in any Collateral involved in any such transaction are taken to the reasonable satisfaction of the Collateral Agent;
(iv) any Subsidiaries Guarantor may merge with and into, or be dissolved or liquidated into, either of the Borrower Borrowers or any other Subsidiaries GuarantorGuarantor and any Borrower may merge with and into or be dissolved or liquidated into, the other Borrower, so long as (x) in the case of any such merger, dissolution or liquidation involving either of the BorrowerBorrowers, the a Borrower is the surviving corporation entity of any such merger, dissolution or liquidation, and (y) in all cases, the security interests granted to the Collateral Agent for the benefit of the Secured Creditors pursuant to the Security Documents shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such merger, dissolution or liquidation);
(v) the any Borrower or any Subsidiaries Guarantor may enter into demise, bareboat, time, voyage and other charter or lease arrangements pursuant to which the such Borrower or any such Subsidiaries Guarantor charters or leases out a Mortgaged Vessel to the Borrower or any Subsidiaries Guarantor or to a third Person, in each case so long as (w) such arrangements are entered into in the ordinary course of business, (x) such arrangements do not materially impair the value of the Mortgaged Vessel (or Mortgaged Vessels) subject to such arrangements, (y) the tenor of any bareboat charter arrangement is less than three years unless otherwise consented to by the Administrative Agent (such consent not to be unreasonably withheld) and (z) for any charter arrangement with a term of twelve (12) months or greater, including any extension option, the Borrower or Subsidiary Guarantor execute executes and deliver delivers an Assignment of Charters and, to the extent required, the Borrower Borrowers shall use its their commercially reasonable efforts to cause the relevant counterparty to the charter or other similar contract to execute and deliver a consent thereto;
(vi) the any Borrower or any Subsidiary of either of the Borrower Borrowers may sell obsolete or worn-out equipment or materials (other than Mortgaged Vessels) constituting Collateral in the ordinary course of business;
(vii) each Credit Party may sell any Vessel Acquisition Agreement related to the Construction Vessels; and
(viiviii) following a Collateral Disposition permitted by this Agreement or an Event of Loss with respect to a Mortgaged Vessel, the Guarantor which owned the Mortgaged Vessel that is the subject of such Collateral Disposition or Event of Loss, as the case may be, may dissolve. To the extent the Required Lenders waive the provisions of this Section 9.02 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 9.02, such Collateral (unless sold to the Borrower Borrowers or a Subsidiary of the a Borrower) shall be sold free and clear of the Liens created by the Security Documents, and the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.
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