NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the undersigned hereby agree as follows:
1. Consent. The Required Lenders consent that:
(a) the deadline for delivery of the Audited Financial Statements for the fiscal year ended December 31, 2019 is extended to May 31, 2020;
(b) the Audited Financial Statements for the fiscal year ended December 31, 2019 may include a going concern or like qualification, commentary or exception; and
(c) the deadline for delivery of Physical Appraisals regarding the 2020 Physical Appraisal Vessels is extended to December 31, 2020.
(a) On or before April 29, 2020, the Borrower agrees to furnish to the Agent and each Lender its unaudited consolidated and consolidating balance sheet and related statements of operations, stockholders equity and cash flows as of the end of and for 2019, setting forth in each case in comparative form the figures for 2018, all certified by a Financial Officer of Borrower as presenting fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.
(b) The Borrower agrees to furnish to the Agent and each Lender desktop appraisals regarding all Vessels on or before April 30, 2020.
(c) The Borrower hereby agrees to furnish to the Agent and each Lender Physical Appraisals regarding the 2020 Physical Appraisal Vessels as soon as practical following the date of this Agreement, and in any event on or before December 31, 2020.
(d) If the Borrower timely furnishes Physical Appraisals pursuant to the foregoing sub-clause (c) hereof, such Physical Appraisals shall be deemed to have been delivered on or about April 30, 2020 for purposes of clause (ii) of Section 5.01(d) of the Credit Agreement.
3. Effectiveness. This Agreement shall become effective on the date (the Effective Date) on which Agent shall have received the following in form and substance satisfactory to Agent:
(a) this Agreement executed by the Loan Parties, the Agent and Lenders constituting the Required Lenders; and
(b) payment from Borrower of all fees and expenses (including legal fees and disbursements) incurred and not yet reimbursed pursuant to Section 9.03 of the Credit Agreement.
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