TAXES HAVE
BECOME DUE AND PAYABLE AS OF THE CLOSING DATE, AFTER GIVING EFFECT TO ANY
EXTENSIONS THEREFOR, UNLESS (I) SUCH TAXES, ASSESSMENTS AND GOVERNMENTAL
CHARGES, IF ANY, ARE CURRENTLY CONTESTED IN GOOD FAITH AND BY APPROPRIATE
PROCEEDINGS AND ADEQUATE RESERVES THEREFOR HAVE BEEN ESTABLISHED AS REQUIRED
UNDER GAAP AND (II) SUCH TAXES, ASSESSMENTS OR GOVERNMENTAL CHARGES THE
NONFILING OR NONPAYMENT OF WHICH COULD NOT BE REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(F)
COMPLIANCE WITH LAW; LICENSES AND PERMITS.
TO THE BEST OF ITS
KNOWLEDGE AFTER DUE INQUIRY, IT IS NOT IN VIOLATION OF ANY LAW, ORDINANCE,
GOVERNMENTAL RULE OR REGULATION TO WHICH IT IS SUBJECT, EXCEPT WHERE THE FAILURE
TO BE IN COMPLIANCE COULD NOT
21
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND IT HAS OBTAINED
ALL LICENSES, PERMITS, FRANCHISES OR OTHER GOVERNMENTAL AUTHORIZATIONS NECESSARY
FOR THE OWNERSHIP OF ITS PROPERTIES AND THE CONDUCT OF ITS BUSINESS, EXCEPT
WHERE THE FAILURE TO OBTAIN SUCH LICENSE, PERMIT, FRANCHISE OR GOVERNMENTAL
AUTHORIZATION COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
(G)
GOVERNMENT CONSENTS.
NEITHER THE EXECUTION AND DELIVERY BY IT OF
THIS AGREEMENT, THE NOTE AND ANY OF THE OTHER LOAN DOCUMENTS, NOR THE
CONSUMMATION BY IT OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY,
REQUIRES THE CONSENT OR APPROVAL OF, THE GIVING OF NOTICE TO, THE REGISTRATION
WITH, OR THE TAKING OF ANY OTHER ACTION IN RESPECT OF, ANY GOVERNMENTAL
AUTHORITY OR AGENCY, DOMESTIC OR FOREIGN, OTHER THAN (I) THE FILING AND
RECORDING OF THE FLEET MORTGAGE WITH THE UNITED STATES COAST GUARD, NATIONAL
VESSEL DOCUMENTATION CENTER AND THE UCC-1 FINANCING STATEMENT WITH THE SECRETARY
OF THE STATE OF NEW JERSEY, AND (II) THOSE OBTAINED OR MADE ON OR PRIOR TO THE
CLOSING DATE.
(H)
OWNERSHIP OF VESSELS.
AS OF THE CLOSING DATE, THE BORROWER HAS
GOOD AND MARKETABLE TITLE TO THE VESSELS, FREE AND CLEAR OF ALL LIENS EXCEPT FOR
LIENS IN FAVOR OF THE LENDER AND PERMITTED LIENS, AND UPON EXECUTION, FILING AND
RECORDING OF THE FLEET MORTGAGE, THE LENDER WILL HOLD A DULY RECORDED FIRST
PREFERRED MORTGAGE LIEN OVER THE WHOLE OF THE VESSELS.
(I)
PRINCIPAL PLACE OF BUSINESS.
THE ADDRESS STATED IN SECTION 7.2
HEREOF IS THE PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE OF THE
BORROWER.
(J)
MARGIN REGULATIONS.
NEITHER THE GUARANTOR NOR THE BORROWER IS
ENGAGED, PRINCIPALLY OR AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF
EXTENDING CREDIT FOR THE PURPOSE OF "PURCHASING" OR "CARRYING" ANY "MARGIN
STOCK" (AS EACH OF THE QUOTED TERMS IS DEFINED OR USED IN REGULATION T, U OR X
OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM).
NO PART OF THE
PROCEEDS OF THE LOAN HAS BEEN USED FOR SO PURCHASING OR CARRYING MARGIN STOCK OR
FOR ANY PURPOSE WHICH VIOLATES, OR WHICH WOULD BE INCONSISTENT WITH, THE
PROVISIONS OF REGULATION T, U OR X.
(K)
ERISA.
WITH RESPECT TO ANY PLAN WHICH IS A "PENSION PLAN" AS
DEFINED IN § 3(2) OF ERISA