Consent and Agreement. Effective as of the Second Amendment Closing Date, the Administrative Agent and Lenders hereby consent and agree to the Vessel Restructuring and, in connection therewith, agree to (at the sole cost and expense of the Borrowers), execute and/or deliver such other documents and agreements (including, without limitation, a replacement Intercreditor Agreement and Collateral Vessel Mortgages) and take such other actions as may be necessary to effect or evidence the Vessel Restructuring and the consummation of the Replacement Term Loan Facility, but without representation, warranty or recourse to the Administrative Agent or the Lenders of any kind and at the sole cost and expense of the Borrowers. Administrative Agent agrees to direct and empower its special maritime counsel, Thompson Coburn LLP, to # promptly following receipt of notification by PGIM, Inc., as collateral agent and mortgage trustee for the Replacement Term Loan Lenders, that it has received evidence from the National Vessel Documentation Center that the first preferred mortgages on the Term Loan Priority Collateral Vessels have been filed, file with the United States Coast Guard, National Vessel Documentation Center, second preferred mortgages on the Term Loan Priority Collateral Vessels, and # promptly upon receipt from the National Vessel Documentation Center that the second preferred mortgages on the Term Loan Priority Collateral Vessels have been filed, file with the United States Coast Guard, National Vessel Documentation Center, releases of mortgage, in the form previously prepared by the Collateral Agent, releasing the Collateral Agent’s existing first priority mortgage on each such Term Loan Priority Collateral Vessel.
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