OF ONE MONTH), AND (C) NO ISSUING
LENDER SHALL BE OBLIGATED TO ISSUE ANY LETTER OF CREDIT IF, IN ANY SUCH CASE, AN
EVENT OF DEFAULT OR DEFAULT EXISTS OR WOULD RESULT THEREFROM.
22
SECTION 2.20.
ALL OBLIGATIONS SECURED.
THE LOANS, THE REIMBURSEMENT
OBLIGATIONS, AND ALL OTHER OBLIGATIONS OF THE BORROWER AND EACH OTHER PERSON TO
THE ADMINISTRATIVE AGENT, ANY ISSUING LENDER, ANY LENDER OR ANY OTHER SECURED
PARTY, SHALL BE SECURED BY THE ADMINISTRATIVE AGENT'S LIEN, FOR THE BENEFIT OF
THE SECURED PARTIES, ON ALL OF THE COLLATERAL AND BY ALL OTHER LIENS HERETOFORE,
NOW, OR AT ANY TIME OR TIMES HEREAFTER GRANTED BY THE BORROWER OR ANY OTHER
PERSON TO THE ADMINISTRATIVE AGENT, ANY ISSUING LENDER, ANY LENDER OR ANY OTHER
SECURED PARTY TO SECURE ANY OBLIGATIONS.
THE BORROWER AGREES THAT ALL OF THE
RIGHTS OF THE SECURED PARTIES SET FORTH IN THIS AGREEMENT SHALL APPLY TO ANY
MODIFICATION, AMENDMENT OR RESTATEMENT OF, OR SUPPLEMENT TO, THIS AGREEMENT, ANY
SUPPLEMENTS OR EXHIBITS HERETO, AND THE OTHER LOAN DOCUMENTS, UNLESS OTHERWISE
AGREED IN WRITING.
SECTION 2.21.
USE OF PROCEEDS.
THE BORROWER SHALL USE THE PROCEEDS OF THE
LOANS FOR (A) THE WORKING CAPITAL REQUIREMENTS AND GENERAL CORPORATE PURPOSES OF
THE BORROWER AND ITS SUBSIDIARIES, (B) THE REFINANCING OF EXISTING DEBT OF THE
LOAN PARTIES, (C) THE PAYMENT OF FEES AND EXPENSES IN CONNECTION WITH THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND (D) THE
FINANCING OF CAPITAL EXPENDITURES, INCLUDING THE PURCHASE OF CERTAIN VESSELS AND
IMPROVEMENTS THERETO AND RELATED MOBILIZATION COSTS.
SECTION 2.22.
ASSIGNMENT OF COMMITMENTS UNDER CERTAIN CIRCUMSTANCES.
IN THE
EVENT THAT THE ADMINISTRATIVE AGENT SHALL HAVE DELIVERED A NOTICE OR CERTIFICATE
ON BEHALF OF ANY LENDER PURSUANT TO SECTION 2.10, 2.12 OR 2.16, THE LOAN PARTIES
SHALL BE REQUIRED TO MAKE ADDITIONAL PAYMENTS TO ANY LENDER UNDER SECTION 2.16,
OR ANY LENDER SHALL BECOME A DEFAULTING LENDER, THE BORROWER SHALL HAVE THE
RIGHT, AT ITS OWN EXPENSE, UPON NOTICE TO SUCH LENDER AND ADMINISTRATIVE AGENT,
NOT LATER THAN SIXTY (60) DAYS FOLLOWING SUCH LENDER'S DELIVERY OF SUCH NOTICE
OR CERTIFICATE, TO REQUIRE SUCH LENDER OR DEFAULTING LENDER TO TRANSFER AND
ASSIGN, WITHOUT RECOURSE OR DISCOUNT, IN ACCORDANCE WITH AND SUBJECT TO THE
RESTRICTIONS CONTAINED IN SECTION 9.7, ALL OF ITS INTERESTS, RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ITS REVOLVING
COMMITMENTS AND ITS REVOLVING CREDIT PERCENTAGE OF THE OBLIGATIONS) TO ONE OR
MORE FINANCIAL INSTITUTIONS CHOSEN BY THE BORROWER (AND APPROVED BY THE
ADMINISTRATIVE AGENT AND THE ISSUING LENDER, WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD) WHICH HAVE AGREED TO SO ACQUIRE AND ASSUME SUCH
INTERESTS, RIGHTS AND OBLIGATIONS.
A LENDER SHALL NOT BE REQUIRED TO MAKE ANY
SUCH TRANSFER AND ASSIGNMENT UNLESS ALL OBLIGATIONS OWING TO SUCH LENDER,
INCLUDING, WITHOUT LIMITATION, THOSE ARISING UNDER SECTIONS 2.10, 2.12 AND 2.16,
HAVE BEEN PAID IN FULL AND SUCH LENDER SHALL HAVE NO FURTHER OBLIGATIONS WITH
RESPECT TO ITS REVOLVING COMMITMENTS, AND NO LENDER SHALL BE REQUIRED TO MAKE
ANY SUCH TRANSFER AND ASSIGNMENT