OF WINSTON & STRAWN
LLP, COUNSEL TO THE PRINCIPALS AND INDEMNLTORS, ADDRESSING SUCH LEGAL MATTERS AS
TRAVELERS MAY REQUIRE;
(G)
AN OFFICER'S CERTIFICATE OF HOLDINGS
CERTIFYING THAT THE BANK LOAN FACILITY, THE MERGER AGREEMENT AND THE DEBT
INDENTURE ARE IN FULL FORCE AND EFFECT, AND ATTACHING TRUE AND CORRECT COPIES OF
THE PRINCIPAL DOCUMENTS THEREOF;
(H)
A SECRETARY'S CERTIFICATE OF EACH INDEMNITOR
CERTIFYING COPIES OF SUCH PARTY'S ORGANIZATIONAL DOCUMENTS, APPROPRIATE
RESOLUTIONS AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND THE OTHER UNDERWRITING DOCUMENTS TO WHICH SUCH PARTY IS A PARTY
AND CERTIFYING INCUMBENCIES AND TRUE SIGNATURES OF ITS OFFICERS SO AUTHORIZED;
(I)
EVIDENCE OF THE GOOD STANDING OF EACH
INDEMNITOR IN THE JURISDICTION IN WHICH SUCH PARTY IS ORGANIZED;
(J)
EVIDENCE OF THE EXISTENCE OF INSURANCE
ON THE PROPERTY OF EACH PRINCIPAL, TOGETHER WITH EVIDENCE ESTABLISHING TRAVELERS
AS A LOSS PAYEE AND/OR ADDITIONAL INSURED ON ALL INSURANCE POLICIES RELATING TO
ANY TANGIBLE PROPERTY ON WHICH TRAVELERS HAS A FIRST LIEN UNDER THE VESSEL
MORTGAGES AND EACH SECURITY AGREEMENT (EQUIPMENT);
(K)
SUCH OTHER INFORMATION AND DOCUMENTS AS MAY
REASONABLY BE REQUIRED BY TRAVELERS.
SECTION 4.2
CONDITIONS PRECEDENT TO ALL BONDS.
THE OBLIGATION OF TRAVELERS TO
ISSUE ANY BOND SHALL BE SUBJECT TO THE FURTHER CONDITIONS PRECEDENT THAT ON THE
DATE OF SUCH ISSUANCE:
(A)
THE FOLLOWING STATEMENTS SHALL BE TRUE AND,
BY ITS REQUEST FOR THE ISSUANCE OF SUCH BOND, THE APPLICABLE PRINCIPAL SHALL BE
DEEMED TO HAVE CERTIFIED TO TRAVELERS THAT AS OF THE DATE OF SUCH ISSUANCE:
17
(I)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE V OF THIS AGREEMENT, IN SECTION 4 OF THE SECURITY AGREEMENT
(A/R), IN SECTION 4 OF EACH SECURITY AGREEMENT (EQUIPMENT), IN SECTION 4 OF THE
PLEDGE AGREEMENT AND IN ARTICLE I OF EACH OF THE VESSEL MORTGAGES ARE CORRECT IN
ALL MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH ISSUANCE AS THOUGH MADE ON
AND AS OF SUCH DATE EXCEPT TO THE EXTENT STATED TO RELATE TO AN EARLIER DATE, IN
WHICH CASE SUCH REPRESENTATION AND WARRANTY SHALL BE CORRECT AS OF SUCH EARLIER
DATE;
(II)
NO AUTHORIZATIONS, APPROVALS OR CONSENTS
OF, AND NO FILINGS OR REGISTRATIONS WITH (OTHER THAN THOSE PREVIOUSLY MADE OR
OBTAINED) ANY GOVERNMENTAL OR REGULATORY AUTHORITY OR AGENCY ARE NECESSARY FOR
THE CONTINUED PERFORMANCE BY EACH PRINCIPAL AND EACH INDEMNITOR OF THE
UNDERWRITING DOCUMENTS TO WHICH EACH IS A PARTY, OR FOR THE CONTINUED VALIDITY
AND ENFORCEABILITY THEREOF WITH RESPECT TO EACH PRINCIPAL AND EACH INDEMNITOR
WHICH IS A PARTY THERETO; AND
(III)
NO EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, OR WOULD RESULT FROM THE ISSUANCE OF SUCH BOND;
(B)
TRAVELERS SHALL HAVE RECEIVED EACH OF THE
FOLLOWING:
(I)
A SECURITY AGREEMENT (A/R) DULY EXECUTED
BY THE PRINCIPAL (OTHER THAN LYDON) FOR WHOM SUCH BOND IS ISSUED UNLESS SUCH
PRINCIPAL PREVIOUSLY DELIVERED A SECURITY AGREEMENT (A/R) PURSUANT TO
SECTION 4.1(A), TOGETHER WITH ACKNOWLEDGMENT COPIES OF THE FINANCING STATEMENTS
(UCC-1) REQUIRED TO BE FILED PURSUANT TO SECTION 4.1(A); AND
(II)
SUCH OTHER APPROVALS