IN THE FORM OF EXHIBIT B ATTACHED HERETO SHALL HAVE BEEN DULY EXECUTED AND
DELIVERED BY GREAT LAKES LLC;
(D)
A SUPPLEMENT NO. ONE TO FIRST PREFERRED
FLEET MORTGAGE IN THE FORM OF EXHIBIT C ATTACHED HERETO SHALL HAVE BEEN DULY
EXECUTED, NOTARIZED AND DELIVERED BY GREAT LAKES LLC;
(E)
THE LENDER SHALL HAVE RECEIVED A
CERTIFICATE SIGNED BY THE SECRETARY OR AN ASSISTANT SECRETARY OF GREAT LAKES LLC
AS TO THE INCUMBENCY AND SIGNATURE OF THE OFFICERS OF GREAT LAKES LLC EXECUTING
THIS AGREEMENT AND ANY LOAN DOCUMENT AND ANY CERTIFICATE OR OTHER DOCUMENT OR
INSTRUMENT TO BE DELIVERED PURSUANT HERETO BY OR ON BEHALF OF GREAT LAKES LLC,
TOGETHER WITH EVIDENCE OF THE INCUMBENCY OF SUCH SECRETARY OR ASSISTANT
SECRETARY, AS THE CASE MAY BE AND CERTIFYING AS TRUE AND CORRECT AND ATTACHING
COPIES OF THE CERTIFICATE OF FORMATION, LIMITED LIABILITY COMPANY AGREEMENT, THE
"AS FILED" COPY OF THE CERTIFICATE OF MERGER FILED WITH THE SECRETARY OF THE
STATE OF DELAWARE AND RESOLUTIONS ADOPTED BY THE BOARD OF MANAGERS OF GREAT
LAKES LLC;
(F)
THE LENDER SHALL HAVE RECEIVED A GOOD
STANDING CERTIFICATE FOR GREAT LAKES LLC FROM ITS JURISDICTION OF ORGANIZATION;
(G)
AN APPROPRIATE UCC FINANCING STATEMENT OF
GREAT LAKES LLC WITH RESPECT TO THE SECURITY INTEREST CREATED PURSUANT TO THE
LOAN DOCUMENTS SHALL HAVE BEEN PREPARED AND FILED WITH THE SECRETARY OF STATE OF
THE STATE OF DELAWARE;
(H)
THE VESSELS SHALL, CONTEMPORANEOUSLY WITH
THE EFFECTIVENESS OF THE MERGER, BE DULY TRANSFERRED TO GREAT LAKES LLC;
4
(I)
THE BORROWER SHALL, CONTEMPORANEOUSLY
WITH THE EFFECTIVENESS OF THE MERGER, SURRENDER THE MARINE DOCUMENTS OF THE
VESSELS TO THE U.S. COAST GUARD, NATIONAL VESSEL DOCUMENTATION CENTER, AND
REQUEST THAT THE VESSELS BE DULY AND PROPERLY REDOCUMENTED IN THE NAME OF GREAT
LAKES LLC;
(J)
THE LENDER SHALL CONTINUE TO HOLD A
FIRST PREFERRED FLEET MORTGAGE OVER THE VESSELS, HAVING PRIORITY SINCE THE DATE
OF ORIGINAL RECORDATION OF THE FLEET MORTGAGE;
(K)
GREAT LAKES LLC SHALL BE A "CITIZEN OF THE
UNITED STATES" WITHIN THE MEANING OF SECTION 2 OF THE SHIPPING ACT, 1916, AS
AMENDED;
(L)
GREAT LAKES LLC SHALL DELIVER OR CAUSE
TO BE DELIVERED TO THE LENDER A CERTIFICATE OR OTHER EVIDENCE SATISFACTORY TO
THE LENDER, ISSUED BY ITS MARINE INSURER AND/OR BROKERS, CONFIRMING THAT ALL
INSURANCES CURRENTLY IN EFFECT WITH RESPECT TO THE VESSELS SHALL CONTINUE TO
REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE CHANGE OF OWNERSHIP AND
SHALL CONTINUE TO SHOW THE LENDER AS LOSS PAYEE AND FIRST MORTGAGEE, WITH ALL
PREMIUMS FULLY PAID TO DATE;
(M)
THE LENDER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL TO GREAT LAKES LLC, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
LENDER; AND
(N)
THE BORROWER OR GREAT LAKES LLC SHALL HAVE
PAID TO THE LENDER AND ITS COUNSEL ALL FEES AND EXPENSES DUE PURSUANT TO
SECTION 8(A) HEREOF.
6.
ACTIONS TO BE TAKEN FOLLOWING THE
CONSUMMATION OF THE MERGER.
EACH OF THE PARTIES HERETO HEREBY FURTHER AGREE TO
TAKE THE FOLLOWING ACTIONS PROMPTLY AFTER