LAPSE OF TIME OR BOTH, WOULD
CONSTITUTE SUCH A DEFAULT OR EVENT OF DEFAULT, NOW EXISTS OR WOULD EXIST.
(C)
(I)
THE EXECUTION, DELIVERY AND
PERFORMANCE BY BORROWER OF THIS AMENDMENT IS WITHIN ITS ORGANIZATIONAL POWERS
AND HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION (CORPORATE OR OTHERWISE)
ON THE PART OF BORROWER, (II) THIS AMENDMENT IS THE LEGAL, VALID AND BINDING
OBLIGATION OF BORROWER, ENFORCEABLE AGAINST BORROWER IN ACCORDANCE WITH ITS
TERMS, AND (III) NEITHER THIS AMENDMENT NOR THE EXECUTION, DELIVERY AND
PERFORMANCE BY BORROWER HEREOF: (A) CONTRAVENES THE TERMS OF BORROWER'S
ORGANIZATION DOCUMENTS, (B) CONFLICTS WITH OR RESULTS IN ANY BREACH OR
CONTRAVENTION OF, OR THE CREATION OF ANY LIEN UNDER, ANY DOCUMENT EVIDENCING ANY
CONTRACTUAL OBLIGATION TO WHICH BORROWER IS A PARTY OR ANY ORDER, INJUNCTION,
WRIT OR DECREE TO WHICH BORROWER OR ITS PROPERTY IS SUBJECT, OR (C) VIOLATES ANY
REQUIREMENT OF LAW
5.
EFFECT; NO WAIVER.
(A)
BORROWER HEREBY (I) REAFFIRMS AND ADMITS
THE VALIDITY AND ENFORCEABILITY OF THE LOAN DOCUMENTS AND ALL OF ITS OBLIGATIONS
THEREUNDER AND (II) AGREES AND ADMITS THAT IT HAS NO EXISTING DEFENSES TO OR
OFFSETS AGAINST ANY SUCH OBLIGATION. EXCEPT AS SPECIFICALLY SET FORTH HEREIN,
THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL REMAIN IN FULL FORCE AND
EFFECT IN ACCORDANCE WITH THEIR TERMS AND ARE HEREBY RATIFIED AND CONFIRMED.
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT SHALL NOT OPERATE AS
A WAIVER OF ANY EXISTING OR FUTURE DEFAULT OR EVENT OF DEFAULT, WHETHER KNOWN OR
UNKNOWN OR ANY RIGHT, POWER OR REMEDY OF THE ADMINISTRATIVE AGENT OR THE LENDERS
UNDER THE LOAN AGREEMENT, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF THE LOAN
AGREEMENT, EXCEPT AS SPECIFICALLY SET FORTH HEREIN.
(B)
BORROWER HEREBY (I) REAFFIRMS ALL OF ITS
AGREEMENTS AND OBLIGATIONS UNDER THE LOAN DOCUMENTS, (II) REAFFIRMS THAT ALL
OBLIGATIONS OF BORROWER UNDER OR IN CONNECTION WITH THE LOAN AGREEMENT AS
AMENDED HEREBY ARE "OBLIGATIONS" AS THAT TERM IS DEFINED IN THE LOAN DOCUMENTS
AND (III) REAFFIRMS THAT ALL SUCH OBLIGATIONS CONTINUE TO BE SECURED BY THE LOAN
DOCUMENTS, WHICH REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED AND
CONFIRMED.
8
6.
MISCELLANEOUS.
(A)
BORROWER WILL CAUSE ALL AMENDMENT NO. 2
POOL VESSELS TO BE SUBJECTED TO A LIEN SECURING THE OBLIGATIONS AND WILL TAKE,
SUCH ACTIONS AS SHALL BE NECESSARY OR REASONABLY REQUESTED BY THE ADMINISTRATIVE
AGENT TO GRANT AND PERFECT SUCH LIENS, INCLUDING, WITHOUT LIMITATION, EXECUTING
ANY AND ALL FURTHER DOCUMENTS, FINANCING STATEMENTS, AGREEMENTS AND INSTRUMENTS,
AND TAKING ALL SUCH FURTHER ACTIONS (INCLUDING THE FILING AND RECORDING OF
PREFERRED SHIP MORTGAGES, FINANCING STATEMENTS, AND ANY OTHER INSTRUMENT OR
AGREEMENT OF ASSIGNMENT THAT THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST
WITH THE UNITED STATES COAST GUARD), THAT MAY BE REQUIRED UNDER ANY APPLICABLE
LAW, OR WHICH THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS MAY REASONABLY
REQUEST, TO EFFECTUATE THE TRANSACTIONS CONTEMPLATED HEREBY OR TO GRANT,
PRESERVE, PROTECT OR PERFECT THE LIENS CREATED OR INTENDED TO BE CREATED BY THE
LOAN DOCUMENTS OR THE