SHALL NOTIFY THE LENDER PROMPTLY
IN WRITING OF THE OCCURRENCE OF AN EVENT DESCRIBED IN ARTICLE VI HEREOF WHICH
WITH NOTICE OR LAPSE OF TIME, OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT
DESCRIBED IN ARTICLE VI HEREOF AND THE ACTION WHICH THE BORROWER IS TAKING OR
PROPOSES TO TAKE WITH RESPECT THERETO.
(D)
NOTICE OF MORTGAGE.
THE BORROWER SHALL CAUSE A CERTIFIED COPY OF
THE FLEET MORTGAGE, TOGETHER WITH NOTICE THEREOF, TO BE PLACED ON BOARD EACH OF
THE VESSELS AND, REASONABLY PROMPTLY FOLLOWING THE DATE HEREOF (AND IN ANY EVENT
WITHIN THIRTY (30) DAYS OF THE DATE HEREOF), SHALL FURNISH THE LENDER WITH
COPIES OF THE MASTERS' SIGNED RECEIPTS THEREFOR, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE LENDER.
(E)
USE OF PROCEEDS.
THE BORROWER SHALL USE THE PROCEEDS OF THE LOAN
SOLELY FOR THE PURPOSES SPECIFIED IN THE RECITALS TO THIS AGREEMENT AND FOR NO
OTHER PURPOSES.
(F)
PAYMENT OF TAXES.
THE BORROWER SHALL PAY AND DISCHARGE OR CAUSE
TO BE PAID AND DISCHARGED ALL MATERIAL TAXES, ASSESSMENTS AND GOVERNMENTAL
CHARGES OR LEVIES IMPOSED ON IT OR ON ITS INCOME OR PROFITS OR ON ANY OF ITS
MATERIAL PROPERTY PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO, EXCEPT
THAT IT WILL NOT BE REQUIRED TO PAY ANY SUCH TAX, ASSESSMENT, CHARGE OR LEVY,
THE PAYMENT OF WHICH IS BEING CONTESTED IN GOOD FAITH AND BY APPROPRIATE
PROCEEDINGS, SO LONG AS NONE OF THE VESSELS HAVE BEEN ATTACHED OR ARRESTED, OR,
IF ATTACHED OR ARRESTED,
SUCH ATTACHMENT OR ARREST HAS BEEN FULLY BONDED AND
FULLY LIFTED, PROVIDED THAT THE BORROWER SHALL NOT BE REQUIRED TO PAY ANY SUCH
TAX, ASSESSMENT, CHARGE, CLAIM OR ACCOUNT WHICH (I)(1) IS BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS WHICH WILL PREVENT THE FORFEITURE OR SALE
OF ANY PROPERTY OR ANY MATERIAL INTERFERENCE WITH THE USE THEREOF BY SUCH
PERSON, AND (2) HAS BEEN ADEQUATELY RESERVED AGAINST IN ACCORDANCE WITH GAAP OR
(II) IF NOT SO PAID, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(G)
COMPLIANCE WITH RULES AND REGULATIONS.
THE BORROWER SHALL COMPLY
IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF ALL APPLICABLE LAWS, RULES,
REGULATIONS AND ORDERS OF ANY COURT, GOVERNMENTAL BODY OR REGULATORY AGENCY
HAVING JURISDICTION OVER IT OR ITS PROPERTY, EXCEPT WHERE (I) THE FAILURE TO SO
COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT AND
(II) SUCH LAWS, RULES, REGULATIONS OR ORDERS ARE BEING CONTESTED IN GOOD FAITH
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AND BY APPROPRIATE PROCEEDINGS AND ITS FAILURE TO COMPLY WITH THE SAME WILL NOT
RESULT IN LOSS, SALE OR FORFEITURE OF ANY OF THE VESSELS.
(H)
COLLECTION ACCOUNT.
UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, THE BORROWER SHALL, AT THE WRITTEN REQUEST
OF THE LENDER, EITHER (I) DIRECT ALL EARNINGS OR OTHER PAYMENTS UNDER THE
ASSIGNMENT OF EARNINGS OR THE ASSIGNMENT OF INSURANCES TO BE MADE DIRECTLY TO
THE LENDER, OR (II) MAINTAIN WITH A DEPOSITORY SELECTED BY THE LENDER A SEPARATE
ACCOUNT