PARTY SHALL PERFORM, FROM TIME TO TIME, ANY AND ALL STEPS REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT TO PERFECT, MAINTAIN AND PROTECT THE
ADMINISTRATIVE AGENT'S SECURITY INTERESTS IN AND LIENS ON AND AGAINST THE
COLLATERAL GRANTED OR PURPORTED TO BE GRANTED BY THE COLLATERAL DOCUMENTS, AS
WELL AS THE PRIORITY OF SUCH SECURITY INTERESTS AND LIENS, OR TO ENABLE THE
ADMINISTRATIVE AGENT TO EXERCISE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT
TO ANY COLLATERAL, INCLUDING (I) EXECUTING AND FILING SHIP MORTGAGES, FINANCING
OR CONTINUATION STATEMENTS, OR AMENDMENTS THEREOF, AND TERMINATIONS OF SHIP
MORTGAGES, FINANCING STATEMENTS AND OTHER RELEASES, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, (II) DELIVERING TO THE
ADMINISTRATIVE AGENT ALL INSTRUMENTS REPRESENTING OR EVIDENCING THE COLLATERAL
DULY ENDORSED AND ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF TRANSFER OR
ASSIGNMENT, INCLUDING NOTE POWERS OR ALLONGES, ALL IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND (III) EXECUTING AND
DELIVERING ALL FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKING ALL FURTHER ACTION,
AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST.
THE LENDERS HEREBY
AUTHORIZE THE ADMINISTRATIVE AGENT, WITHOUT FURTHER CONSENT OF ANY LENDER, TO
ENTER INTO SUCH AMENDMENTS, RESTATEMENTS, SUPPLEMENTS AND OTHER MODIFICATIONS TO
THE COLLATERAL DOCUMENTS (INCLUDING ENTERING INTO NEW COLLATERAL DOCUMENTS) IN
CONNECTION WITH ANY TRANSACTION PERMITTED UNDER THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, TRANSACTIONS PERMITTED BY SECTION 6.2(A)(I), TO THE EXTENT
THAT THE ADMINISTRATIVE AGENT DEEMS SUCH ACTION TO BE REASONABLY NECESSARY TO
PROTECT AND PRESERVE THE LIENS ON THE COLLATERAL AS DESCRIBED IN SECTION 6.1(P),
SUBJECT TO CHANGES IN THE COLLATERAL RESULTING FROM DISPOSITIONS AND
SUBSTITUTIONS OF COLLATERAL PERMITTED HEREUNDER AND THE EFFECT OF RECOVERY
EVENTS, AND CHANGES PURSUANT TO SECTION 8.10.
UPON THE EFFECTIVENESS OF ANY
INCREASE IN THE REVOLVING COMMITMENT AMOUNT PURSUANT TO SECTION 2.23, THE LOAN
PARTIES SHALL GRANT TO THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE SECURED
PARTIES ADDITIONAL COLLATERAL COMPRISED OF A PERFECTED FIRST PRIORITY LIEN ON
EQUIPMENT OF THE LOAN PARTIES THAT AS OF SUCH DATE, ACCORDING TO A RECENT
APPRAISAL BY MERRILL MARINE OR SUCH OTHER APPRAISER REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, WAS DETERMINED TO HAVE AN OLV OF AT LEAST THE PRODUCT OF
(1) 70% AND (2) THE AMOUNT OF INCREASE IN THE REVOLVING COMMITMENT AMOUNT
OCCURRING AT SUCH TIME (SUBJECT ONLY TO LIENS PERMITTED BY THIS AGREEMENT AND
THE LIENS OF TRAVELERS PURSUANT TO THE BONDING AGREEMENT).
50
(S)
APPRAISALS.
(I)
IF AN EVENT OF DEFAULT IS NOT CONTINUING, UPON THE REQUEST OF THE
MAJORITY LENDERS, THE ADMINISTRATIVE AGENT MAY REQUEST AND OBTAIN ONE UPDATED
APPRAISAL OF THE COLLATERAL FROM AND AFTER THE CLOSING DATE AND, NOTWITHSTANDING
THE TERMS OF SECTION 9.4 HEREOF, EACH LENDER HEREBY AGREES TO PAY THE FEES AND
EXPENSES OF SUCH APPRAISAL, IN EACH CASE, BASED UPON THE REVOLVING CREDIT
PERCENTAGE OF SUCH LENDER.
(II)
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT
OF DEFAULT, THE ADMINISTRATIVE AGENT MAY REQUEST AND OBTAIN UPDATED APPRAISALS
OF THE COLLATERAL ONCE PER CALENDAR YEAR AND THE BORROWER AGREES TO PAY THE