ITS COUNSEL
THAT THE VESSELS ARE DULY REGISTERED IN THE NAME OF THE BORROWER UNDER THE LAWS
OF THE UNITED STATES OF AMERICA, FREE OF ALL LIENS AND ENCUMBRANCES OF RECORD,
OTHER THAN (A) THE FLEET MORTGAGE IN FAVOR OF THE LENDER AND (B) PERMITTED
LIENS;
(II)
EVIDENCE REASONABLY SATISFACTORY TO THE LENDER AND ITS COUNSEL
THAT ALL FILINGS AND RECORDINGS TO THE EXTENT PERMITTED OR REQUIRED BY
APPLICABLE LAW SHALL HAVE BEEN DULY MADE BY THE BORROWER AND ALL OTHER ACTION
SHALL HAVE BEEN TAKEN AS MAY BE REQUIRED BY THE LENDER TO PERFECT THE SECURITY
INTERESTS GRANTED BY THE BORROWER UNDER ANY OF THE LOAN DOCUMENTS, ALL
PROCEEDINGS TAKEN IN CONNECTION WITH THE LOAN AND THE EXECUTION OF THE LOAN
DOCUMENTS SHALL BE REASONABLY SATISFACTORY TO THE LENDER, AND THE LENDER SHALL
HAVE RECEIVED COPIES OF SUCH DOCUMENTS AS THE LENDER REASONABLY MAY REQUEST IN
CONNECTION THEREWITH ALL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
LENDER;
(III)
CERTIFICATES OF INSURANCE NAMING THE LENDER AS LOSS PAYEE AS
REQUIRED BY THE TERMS HEREOF AND, TO THE EXTENT PRACTICABLE BUT WITHOUT
SUBJECTING THE LENDER TO ANY LIABILITY FOR PREMIUMS OR CALLS, AS AN ADDITIONAL
INSURED, WITH SUCH RESPONSIBLE AND REPUTABLE INSURANCE COMPANIES OR
ASSOCIATIONS, AND IN SUCH AMOUNTS AND COVERING SUCH RISKS, AS IS REQUIRED
PURSUANT TO THIS AGREEMENT AND THE FLEET MORTGAGE;
(IV)
PAYMENT OF THE REMAINDER OF THE LENDER'S LOAN FEE WHICH ORIGINALLY
AMOUNTED TO $234,000; AND
(V)
PAYMENT TO THE LENDER AND ITS COUNSEL OF ALL FEES AND EXPENSES DUE
PURSUANT TO SECTION 7.6 HEREOF.
ARTICLE 5
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 5.1.
Representations and Warranties.
The Borrower hereby
represents and warrants as follows:
(A)
ORGANIZATION AND POWERS.
IT IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF NEW JERSEY,
WITH ORGANIZATIONAL IDENTIFICATION NUMBER 4224001000, AND IS DULY QUALIFIED AND
AUTHORIZED TO TRANSACT BUSINESS AS A FOREIGN CORPORATION AND IN GOOD STANDING
UNDER THE LAWS OF EACH JURISDICTION IN WHICH QUALIFICATION AND GOOD STANDING ARE
NECESSARY IN ORDER TO CARRY ON ITS PRESENT BUSINESS AND OPERATIONS (EXCEPT SUCH
JURISDICTIONS WHERE FAILURE TO SO QUALIFY WOULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT).
IT HAS ALL REQUISITE CORPORATE POWER AND
AUTHORITY TO ENTER INTO AND TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY AND TO OWN, OPERATE, AND
MORTGAGE THE VESSELS, EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
(B)
AUTHORIZATION.
IT HAS DULY AUTHORIZED BY ALL REQUISITE CORPORATE
ACTION THE EXECUTION, DELIVERY AND PERFORMANCE OF EACH OF THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY, AND THE EXECUTION, DELIVERY AND PERFORMANCE BY IT OF SUCH
LOAN DOCUMENTS WILL NOT VIOLATE ANY PROVISION OF LAW, ANY ORDER OF ANY COURT OR
OTHER AGENCY OF GOVERNMENT, ITS ARTICLES OF
20
INCORPORATION OR BYLAWS, OR ANY MATERIAL INDENTURE, AGREEMENT OR OTHER
INSTRUMENT TO WHICH IT IS A PARTY, OR BY