Common use of Vessels Clause in Contracts

Vessels. (A) All of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 (the “Owned Vessels”) hereto has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

Vessels. (A) All of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 E-1 (the “Owned Vessels”) hereto has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 E-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 E-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 E-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2E-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2E-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

Vessels. (A) All of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 (the “Owned Vessels”) hereto has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, F-2 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

Vessels. The Administrative Agent shall have received satisfactory evidence that, as to each Vessel included in the Collateral, (A1) All each Vessel has a fishery endorsement and is owned and controlled by citizens of the vessels described United States as required by the AFA and regulations promulgated thereunder and meets all requirements to maintain such other endorsements as each Vessel may have, (2) each Vessel and Vessel Owning Company have a record of operations and activities reasonably satisfactory to the Administrative Agent to assure its continuing right to engage in the Registration Statementfisheries in which it has historically participated, (3) the transactions contemplated under the Credit Documents and the occurrence of the Effective Date shall not adversely affect the ownership or control of each such Vessel under the AFA nor such Vessel’s nor Vessel Owning Company’s continuing right to engage in the fisheries in which it has historically participated, and (4) the transactions contemplated under the Credit Documents and occurrence of the Effective Date shall result in Administrative Agent (or a Collateral Agent or trustee on its behalf) having preferred marine mortgages on each Vessel so long as any Obligations remain outstanding hereunder and under the other Credit Documents; and all filing and recording fees and taxes shall have been duly paid and any surveys, title insurance, landlord waivers and access letters requested by the Administrative Agent with respect to real property interests of the Parent and its Subsidiaries shall have been obtained. All corporate and legal proceedings and instruments and agreements relating to the transactions contemplated by this Agreement and the other Credit Documents or in any other document delivered in connection herewith or therewith shall be satisfactory in form and substance to the Administrative Agent and its counsel, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities. The documents referred to in this Section shall be delivered to the Administrative Agent no later than the Effective Date. The certificates and opinions referred to in this Section shall be dated the Effective Date. On the Effective Date, the General Disclosure Package Existing Credit Agreement will be automatically amended and restated in its entirety to read as set forth herein. On and after the ProspectusEffective Date, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each rights and obligations of the vessels listed on Schedule F-1 (parties hereto shall be governed by this Agreement; provided that the “Owned Vessels”) hereto has been duly registered as a vessel under the laws rights and regulations and flag obligations of the jurisdiction set forth opposite its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel is in good standing parties hereto with respect to the payment of past and current taxes, fees and other amounts payable under period prior to the laws Effective Date shall continue to be governed by the provisions of the jurisdiction where it is registered Existing Credit Agreement. Once the Effective Date has occurred, all references to the Existing Credit Agreement in any document, instrument, agreement, or writing shall from and after the Effective Date be deemed to refer to this Agreement, and, as would affect its registry with used in this Agreement, the ship registry terms, “herein”, “hereunder”, “hereto”, and words of such jurisdiction except for failures to be in good standing which would notsimilar import shall mean, in from and after the aggregateEffective Date, result in a Material Adverse Effectthis Agreement. Upon delivery to and acceptance by Promptly after the relevant Subsidiary under Effective Date occurs, the MoAs Administrative Agent shall notify the Borrower and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each Lenders of the vessels listed on Schedule F-2 hereto Effective Date, and specified as being under contract (such notice shall be conclusive and binding in all parties hereto. If the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under Effective Date does not occur before October 31, 2005, the laws Commitments shall terminate at the close of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, business on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

Vessels. (A) All of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 C-1 (the “Owned Vessels”) hereto has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 C-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 C-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each Facilities as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 C-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, C-2 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2C-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

Vessels. The Company’s fleet consists of 28 vessels and is comprised of seven VLCCs, 12 Suezmax vessels, six Aframax vessels, two Panamax vessels, and one Handymax vessel (A) All the “Vessels”). Schedule 4.15 sets forth a chart regarding the Company’s vessels, with the charterer, charter rate and scheduled expiration dates of the vessels described vessels’ charters specified, so that it is accurate and complete as of the date of the Original Agreement. The Company represents and warrants that as of the date hereof, there have not been any changes to the information provided in Schedule 4.15 that would reasonably be expected to be material and adverse to the Registration StatementCompany. Except as set forth on Schedule 4.15, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the vessels Vessels listed on Schedule F-1 (the “Owned Vessels”) hereto 4.15 has been duly and validly registered as a vessel Vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 4.15 in the sole ownership of a wholly-owned Subsidiary of the Subsidiary set forth opposite its name on Schedule F-1 Company and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel Vessel as against any charterer or other third party; each such Subsidiary . Except as set forth in Schedule 4.10(a) with respect to leases of Vessels, the Company has good title to the applicable Owned Vesselits Vessels, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectusrecord, and such any other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each . Each such Owned Vessel is in good standing with respect to the payment of past and current taxesTaxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with (including, for the ship registry avoidance of such jurisdiction doubt, any vessel Taxes or tonnage Taxes), except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration StatementSince December 31, General Disclosure Package and Prospectus2012, each Vessel has been operated in compliance in all material respects with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any governmental authority, classification society or insurer applicable to the respective Vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all Environmental Laws), in each case as in effect on the date of the vessels listed on Schedule F-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of recordOriginal Agreement, except for any mortgageswhere such failure to be in compliance would not have, pledges, liens, security interests individually or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; . The Company is qualified to own or lease, as the case may be, and operate such Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, governmental licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such Contracted Vessel will be Vessel’s flag state, in good standing with respect to each case as in effect on the payment of past and current taxes, fees and other amounts payable under the laws date of the jurisdiction Original Agreement, except where it such failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Effect. Each vessel is registered as would affect its registry classed by a classification society which is a full member of the International Association of Classification Societies and is in class with valid class and trading certificates, without any overdue recommendations, in each case based on the ship registry classification and certification requirements in effect on the date of such jurisdictionthe Original Agreement.

Vessels. (A) All of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (as defined below) (each of which a Subsidiary subsidiary has contracted to acquire), are owned directly by Subsidiariessubsidiaries of the Company); each of the vessels listed on Schedule F-1 Exhibit I-1 (the “Owned Vessels”) hereto has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 Exhibit I-1 in the sole ownership of the Subsidiary subsidiary of the Company set forth opposite its name on Schedule F-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third partyExhibit I-1 hereto; each such Subsidiary subsidiary of the Company has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary subsidiary of the Company under the MoAs Memoranda of Agreement, as each may be amended and which have not been terminated as disclosed in the Registration Statement, General Disclosure Package and Prospectus, (the “MoAs” and each, an “MoA”) to purchase, or newbuilding contracts, as each may be amended and which have not been terminated as disclosed in the Registration Statement, General Disclosure Package and Prospectus, (the “Newbuilding Contracts Contracts” and each, a “Newbuilding Contract”) as described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 Exhibit I-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary subsidiary of the Company will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2Exhibit I-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary subsidiary of the Company set forth opposite its name on Schedule F-2Exhibit I-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary subsidiary may enter to finance the acquisition of the Contracted Vessel or as disclosed in the Registration Statement, General Disclosure Package and Prospectus, and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

Vessels. (A) All of At the vessels described in the Registration StatementClosing, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 (the “Owned Vessels”) hereto has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, shall be free and clear of all mortgages, pledges, liens, security interests and claims and all defects Encumbrances. Each of the title Sellers is a “citizen of record the United States” within the meaning of Section 2 of the Shipping Act, 1916, as amended, qualified to engage in the coastwise trade (as that term is defined in 46 U.S.C. S883) of the United States. Except as disclosed on Schedule 3.7 attached hereto, the Vessels are duly documented under the laws and flag of the United States solely in the name of the appropriate Seller and are qualified to engage in, and are currently engaged in, the coastwise trade. The Vessels that are operating in Nigerian waters are operating in compliance with the Cabotage Act of 2003 and the Shipping Act, 1916. The Vessels are duly documented in the name of the appropriate Seller as owner with the U.S. Coast Guard and, except for those liens arising under Credit Facilitiesas disclosed on Schedule 3.7 attached hereto, the Vessels have, and as of the Closing Date will have, current certificates of inspection and documentation in effect with the U.S. Coast Guard, in each case free of reportable exceptions or notations of record. Except as disclosed on Schedule 3.7 attached hereto, each Vessel is afloat and in satisfactory operating condition for use in the operations for which it is intended to be used. Except as disclosed on Schedule 3.7 attached hereto, each Vessel has all equipment necessary for its operation in the Registration Statement, the General Disclosure Package and the Prospectus, and such other encumbrances which would not, manner vessels of its kind are being operated in the aggregate, result trade in a Material Adverse Effect; and each which such Owned Vessel is presently being operated. Except as disclosed on Schedule 3.7 attached hereto, each Vessel holds in good standing full force all licenses, certificates and permits and rights required for operation in the manner vessels of its kind are being operated in the trade in which such Vessel is presently being operated. Except as disclosed on Schedule 3.7 attached hereto, with respect to each Vessel which is required to be classed, such Vessel has a valid and unextended class certificate without condition or recommendation, and the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry class of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse EffectVessel is maintained without condition or recommendation. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed Except as disclosed on Schedule F-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-23.7 attached hereto, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment each Vessel that is required to have a certificate of past and current taxesinspection, fees and other amounts payable under the laws such Vessel has a valid certificate of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdictioninspection, valid for at least 12 months.

Vessels. (AAny Provision in the Lease and or Schedule to the contrary notwithstanding, Xxxxxx hereby agrees as follows: Charterer acknowledges that the leased vessels must be maintained in good operating condition and appearance in accordance with the original manufacturer’s suggested maintenance recommendations. Charterer shall solely bear any expense incurred as may be required to maintain the leased vessels to meet the minimum required return conditions detailed below: Charterer shall re-deliver the vessel(s) All to the Vessel Owner at a location(s) designated by the Vessel Owner at the expiration or termination of the vessels described Lease period, unless otherwise agreed in writing between the Registration Statement, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 (the “Owned Vessels”) hereto has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vesselparties, free and clear of any and all mortgages, pledges, maritime and other liens, security interests and libels, encumbrances, claims and all defects charges of whatsoever nature and kind, and the vessel, its tackle, apparel, equipment and other appurtenances shall be clean, suitable, and in the same or as good order and condition as when delivered, excepting normal wear and tear. However, in particular, but without limiting the generality of the title foregoing, it is hereby agreed that normal wear and tear shall not include depreciation of record except the vessel(s) or the lack of an internal and external coating system, as well as cathodic protection, on the vessel(s) at any time during the term of this agreement. Prior to re-delivery of the vessel(s), an independent marine surveyor chosen by Xxxxxx Owner and agreeable to Charterer shall be employed to inspect the vessel(s) to determine their condition. This inspection shall provide Vessel Owner and Charterer an assessment of the general condition of the vessel(s) as well as implementing any necessary plan for those liens arising under Credit Facilitiescorrections of deficiencies construed to exceed normal wear and tear. The identification and correction of deficiencies will involve a jointly acceptable method of returning any deficient vessel(s) to a condition determined by the independent marine surveyor to be necessary to re-instate the operating integrity of such vessel(s). As it is the intention of this contract to indicate the degree to which Xxxxxx Owner wishes the vessel(s) to be maintained, specific conditions which will not be tolerated upon return of the vessel(s) are as follows: No hull plate distortion will exist (i) in excess of 2” over the entire midship half length of the vessel, or (ii) in excess of 3” over any area of the vessel; No internal frame (to include side angles, buckframes, top and bottom chords, side chords, xxxxxx side angles or chords, transom or headlog stiffeners, bilge or corner gussets, and/or bulkheads) will be (i) fractured or detached from the plating in any way, or (ii) distorted in any area over 2” from true. No hull bottom, knuckle, bilge, side, deck, or headlogs will be wasted or deteriorated in excess of 25% of its original, or designed thickness. In the event any of the above listed deficiencies (or any other deficiency not listed) is found to exist at termination, Vessel Owner reserves the right to repair or renovate the affected member or areas as original or better for the account of the Charterer. Charterer agrees it will repair and keep each as disclosed vessel in good condition and working order, and supply and install all replacement parts or other devices when required to so maintain each vessel or when required by applicable law or regulation. Such parts or devices shall automatically become part of related vessel. Charterer shall use and operate each vessel in a careful manner in the Registration Statementnormal course in accordance with the manufacturer’s warranty requirements and all insurance policies. Charterer shall make no alterations, additions, subtractions, upgrades or improvements to any vessel without Vessel Owner’s prior written consent, but any such alterations, addition, upgrades or improvements shall automatically become part of such vessel. Charter shall operate each vessel solely within the General Disclosure Package waterways of the Continental United States (and on the Prospectuswaters of the United States where permitted by federal statutes, rules and regulations), subject to any and all limitations, conditions or restrictions herein provided and/or contained in any policy, contract or certificate of insurance procured by Charterer in accordance with the provision of the Charter where the vessel(s) can, under normal conditions of the tide and weather, safely lie afloat. Charterer shall use, operate, maintain, service, repair, and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and otherwise cause each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures vessel to be in good standing which would notcompliance with all requirements of applicable laws, treaties and conventions and of applicable rules and regulation thereunder. Such compliance includes, without limitation and to the extent applicable, the International Convention for the Safety of Life at Sea, 1960, as amended, and all laws, rules and regulations administered by the United States Coast Guard, the ABS, the Federal Communications Commission, the Surface Transportation Board, the Environmental Protection Agency and their successors, and any other United States agency having jurisdiction in connection with the use, operation, maintenance, service, repair and/or condition of the vessel. Charterer shall obtain, comply with and have on board, as and when required thereby, valid permits, certificates or licenses relating to the use, operation, maintenance, service, repairs an/or condition of each vessel, in each such case, to the aggregateextent applicable. Charterer will not cause or permit any vessel to be operated in any manner prohibited by applicable law, result governmental rule or regulation or applicable insurance policies. Charterer shall, at all times, maintain and preserve each vessel in accordance with good commercial maintenance practices for vessels of the same type and service so that each vessel shall be, in so far as due diligence can make the vessel so, tight, staunch, strong and well and sufficiently tackled, appareled, furnished, equipped and in every respect seaworthy and in as good condition as when delivered hereunder, ordinary wear and tear excepted. Charterer will provide and pay for all such repairs, replacement parts, labor and materials as shall be necessary to keep and maintain each vessel in such condition. Each vessel shall be dry-docked, cleaned, painted, repaired and overhauled by Charterer, as its maintenance practice and as required, to maintain such vessel pursuant to the provisions of this Charter. Charterer shall promptly and duly comply with all requirements and recommendations resulting from each survey of any vessel made in accordance with this Charter. Charterer shall furnish Vessel Owner with written information as to any casualty involving any loss or damage to any vessel in excess of $75,000 and, upon request, all survey reports in connections herewith. All void and ballast tank coatings will be inspected and re-coated if required by the surveyor, or if old coating is not at least 90% intact. Copy of each survey will be sent to Vessel Owner. Xxxxxxxxx additionally agrees that in order to determine the suitability and fitness for purpose of each vessel upon re-delivery, an operating criteria must be established with regard to the acceptable return conditions for all integral operating systems and necessary appurtenances and machinery designed, fitted and installed to allow the vessel(s) to function efficiently and economically for its intended purpose, (i.e., duty cycle dredging and for heavy lift operations). Upon re-delivery, the functional and operating integrity of all machinery and equipment must be verified and approved by qualified independent technicians (i.e., crane, deck winches, anchoring systems, anchors, spuds, spud winches, Christmas tree anchoring systems, clamshell buckets, scow moving winches, hydraulic systems, VHF marine radios, DGPS and computer systems, any and all machine shop systems, and any and all comfort systems such as laundry, sewage and staterooms). The inspection and re-delivery process will require that “qualified independent technicians” and “diesel mechanics” shall board the vessel(s) in the company of an independent marine surveyor, acceptable to Vessel Owner, solely for the purpose of test operating all mechanical, hydraulic, and electrical systems to prove such systems are in good operating order. At that time, such independent technicians and surveyor(s) will determine to the extent possible, through a study of the log of operational hours, mechanical testing, lab analysis of motor oil, lube oil, hydraulic and gear oil, the time frame of operational maintenance life cycle for each system. If such systems are determined by the “qualified technicians” to be beyond a half-life time frame with regards to requiring major overhaul and/or renewal or rebuild of major components, such systems will be restored, renewed, or rebuilt and thus returned to good operating condition by Charterer. Systems determined by “qualified independent technicians” to be in a Material Adverse Effecthalf-life or less maintenance time frame will be accepted “as is”. Upon delivery Charterer shall give written notice of its intent to and acceptance by return the relevant Subsidiary under vessel(s) at least 180 days prior to termination of the MoAs and lease. If no notification is given, the Newbuilding Contracts described lease will deem to be renewed for a period of three (6) months at the original rental rate. Charterer shall permit the free storage of the vessel(s) for a period not to exceed 180 days following termination of the lease. Such free storage will commence only when each vessel is in the Registration Statement, General Disclosure Package and Prospectus, each condition specified during this storage period. Vessel Owner has the right to attempt resale of the vessels listed vessel(s) from Charterer's facilities with Xxxxxxxxx's full cooperation and assistance for a period of 180 days from lease expiration. Xxxxxx agrees to cover the reasonable costs and expenses of such sale. NOTE: If this charter has already started and no base line has been established, some items must be addressed immediately as follows: Install Xxxxx hour meters on Schedule F-2 hereto all diesel engines, i.e., crane engines, anchor winch engines, and specified scow moving winch engines; Require that hours be logged daily; Require that oil changes occur basis OEM’s constraints according to operating hours logged; Require that such logs and records shall be made available for review or require Charterer to send such logs to Vessel Owner. If there shall occur an Event of Default by Lessee under this Lease, Lessee will return all Equipment to Lessor in the same manner as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered set forth above. Except as a vessel under the laws specifically amended hereby, all of the jurisdiction terms and conditions set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free Lease and clear of all mortgages, pledges, liens, security interests, claims schedule are unaffected and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel remain in full force and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdictioneffect.

Vessels. (A) All of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), Prospectus are owned directly (or as set forth in the Registration Statement, the General Disclosure Package and the Prospectus) by the Subsidiaries); each of the vessels listed on Schedule F-1 E-1 hereto (the “Owned Vessels”) hereto has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 E-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third partyE-1 hereto; each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests interest and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and such other encumbrances which would not, in the aggregate, reasonably be expected to result or results in a Material Adverse Effect; and each such Subsidiary that owns an Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, reasonably be expected to result or results in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 E-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2E-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2E-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

Vessels. (A) All of the vessels (including, for the avoidance of doubt, drill rigs and drill ships) described in the Registration Statement, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of vessels which the Company or a Subsidiary has contracted to acquire)acquire or to have constructed, are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 2 hereto and specified as being owned (the “Owned Vessels”) hereto by a Subsidiary except for the vessels which the Company or a Subsidiary has contracted to acquire or to have constructed has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 2 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 2 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each credit facilities as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and memoranda of agreement or the Newbuilding Contracts new building contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, 2 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-22, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or a Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction.

Vessels. (Ai) All of the vessels (including, for the avoidance of doubt, drill rigs and drill ships) described in the Registration Statement, the General Disclosure Package and the Prospectus, except for the Contracted Vessels (each of vessels which the Company or a Subsidiary has contracted to acquire)acquire or to have constructed, are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 2 hereto and specified as being owned (the “Owned Vessels”) hereto by a Subsidiary has been duly registered as a vessel under the laws and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 2 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 2 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each Facilities as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and memoranda of agreement or the Newbuilding Contracts newbuilding contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, 2 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-22, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or a Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction. Each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure that each Contracted Vessel will be, operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authority, classification society or insurer applicable to the respective vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses and other requirements (including, without limitation, all Environmental Laws), except where such failure to be in compliance would not have, individually or in the aggregate, a Material Adverse Effect. The Company and each applicable Subsidiary are, and with respect to the Contracted Vessels will be, qualified to own or lease, as the case may be, and operate such vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such vessel’s flag state, except where such failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Effect. Each Owned Vessel is, and each Contracted Vessel will be, classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a classification society which is a full member of the International Association of Classification Societies and each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure each Contracted Vessel will be, in class with valid class and trading certificates, without any overdue recommendations.