(THE "COLLECTION ACCOUNT") INTO WHICH THE BORROWER SHALL DEPOSIT, OR
CAUSE TO BE DEPOSITED, AS PROVIDED THEREIN ALL SUCH EARNINGS AND PAYMENTS.
SUCH
ACCOUNT SHALL BE ASSIGNED TO THE LENDER PURSUANT TO DOCUMENTATION REASONABLY
SATISFACTORY TO THE LENDER.
(I)
VESSELS.
THE BORROWER WILL AT ALL TIMES AND WITHOUT COST OR
EXPENSE TO THE LENDER MAINTAIN AND PRESERVE, OR CAUSE TO BE MAINTAINED AND
PRESERVED, THE VESSELS IN GOOD RUNNING ORDER AND REPAIR (ORDINARY WEAR AND TEAR
ALONE EXCEPTED), SO THAT THE VESSELS 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 MATERIAL RESPECTS SEAWORTHY; AND IF
CLASSED, WILL KEEP THE VESSELS OR CAUSE THEM TO BE KEPT, IN SUCH CONDITION AS
WILL ENTITLE THEM TO THE APPLICABLE CLASSIFICATION AS DETERMINED BY THE BORROWER
IN ITS GOOD FAITH JUDGMENT IN AMERICAN BUREAU OF SHIPPING OR OTHER
CLASSIFICATION SOCIETY OF LIKE STANDING, AND, IF ANY VESSEL IS CLASSED, ANNUALLY
WILL FURNISH TO THE LENDER A CERTIFICATE BY SUCH CLASSI­FI­CATION SOCIETY OR
SOCIETIES THAT SUCH CLASSIFICATION IS MAINTAINED.
THE VESSELS SHALL, AND THE
BORROWER COVENANTS THAT IT WILL, AT ALL TIMES COMPLY IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE LAWS, TREATIES AND CONVENTIONS OF THE COUNTRY OF EACH
VESSEL'S REGISTRY AND RULES AND REGULATIONS ISSUED THEREUNDER, AND 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
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 SPEED OF ANY OF THE VESSELS OR CHANGE IN ANY OF THEIR RIGS, WHICH MIGHT
RESULT IN A DECREASE OR REDUCTION IN THE VALUE OR UTILITY OF THE VESSELS (A
"VESSEL CHANGE") WITHOUT FIRST RECEIVING THE WRITTEN APPROVAL THEREOF BY THE
LENDER.
THE BORROWER SHALL NOTIFY THE LENDER OF ANY SUCH VESSEL CHANGE TO BE
MADE IN THE STRUCTURE, TYPE AND SPEED OF THE VESSELS OR IN ANY OF THEIR RIGS.
(J)
INSPECTIONS; LOGS AND RECORDS.
AT ALL REASONABLE TIMES, THE
BORROWER SHALL AFFORD THE LENDER AND ITS AUTHORIZED REPRESENTATIVES REASONABLE
ACCESS TO THE VESSELS FOR THE PURPOSE OF INSPECTING THE SAME AND THEIR PAPERS
AND, AT THE REASONABLE REQUEST OF THE LENDER, THE BORROWER WILL DELIVER FOR
INSPECTION COPIES OF ANY AND ALL MATERIAL DOCUMENTS RELATING TO THE VESSELS,
WHETHER ON BOARD OR NOT SUBJECT TO THE LENDER'S AGREEMENT TO THE CONFIDENTIALITY
PROVISIONS SET FORTH HEREIN; PROVIDED, HOWEVER, THAT PRIOR TO AN EVENT OF
DEFAULT, THE LENDER SHALL CONDUCT AN INSPECTION NOT MORE THAN TWICE ANNUALLY AT
THE EXPENSE OF THE LENDER, DURING NORMAL BUSINESS HOURS WITH MINIMAL DISRUPTION
OF THE BORROWER'S BUSINESS AND AFTER GIVING REASONABLE PRIOR WRITTEN NOTICE.
IF
UPON SUCH INSPECTION THE LENDER SHALL