Common use of Further Assurances; Additional Security and Guarantees Clause in Contracts

Further Assurances; Additional Security and Guarantees. (a) Promptly execute, and use commercially reasonable efforts to cause the execution of, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Borrower, and provide to the Collateral Agent from time to time upon reasonable request of the Collateral Agent, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (b) [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) As a condition precedent to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and delivered to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (or other documentation satisfactory to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, together with stock powers or instruments of transfer executed and delivered in blank. (f) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement to the Administrative Agent and the Collateral Agent together with the documents that the Transferee Subsidiary would have been required to deliver pursuant to Section 4.02(c), (d) (without giving effect to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation). (i) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s or Material Subsidiary’s legal name, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such longer period as the Administrative Agent shall agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with requirements of applicable law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. (j) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (ii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto is excessive in relation to the value of the security afforded thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.

Further Assurances; Additional Security and Guarantees. (a) Promptly execute, and use commercially reasonable efforts to cause the execution of, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Borrower, and provide to the Collateral Agent from time to time upon reasonable request of the Collateral Agent, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (b) [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) As a condition precedent to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and delivered to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (or other documentation satisfactory to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, together with stock powers or instruments of transfer executed and delivered in blank. (f) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable)Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man Bermuda or any other jurisdiction approved by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement to the Administrative Agent and the Collateral Agent together with the documents that the Transferee Subsidiary would have been required to deliver pursuant to Section 4.02(c4.02(e), (dg) (without giving effect to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation). (i) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s or Material Subsidiary’s legal name, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such longer period as the Administrative Agent shall agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with requirements of applicable law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. (j) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (ii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto is excessive in relation to the value of the security afforded thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeThe Borrowers shall, and use commercially reasonable efforts to shall cause the execution ofeach applicable Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of Borrowers’ expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created Documents (including, without limitation, any such action reasonably requested by the Security DocumentsAdministrative Agent in connection with the delivery by the Borrower of any Perfection Certificate Supplement). (b) [Reserved].Following the Original Closing Date, upon the formation or acquisition of any Specified Domestic Subsidiary by the Company or any Subsidiary or upon any Subsidiary becoming a Specified Domestic Subsidiary, the Company shall within thirty (30) days after such formation or acquisition or such time as any Subsidiary becomes a Specified Domestic Subsidiary or such longer period as may be reasonably acceptable to the Administrative Agent: (ci) [Reserved].cause such Specified Domestic Subsidiary to deliver a Perfection Certificate Supplement to the Administrative Agent; (dii) [Reserved].cause such Specified Domestic Subsidiary to execute a joinder to the Guarantee Agreement and the U.S. Pledge Agreement; (eiii) As a condition precedent cause all intercompany notes (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the such Specified Domestic Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and to be delivered to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (or other documentation satisfactory to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, together with stock powers or instruments of transfer executed and delivered in blank.blank by a duly authorized officer of such Specified Domestic Subsidiary; (fiv) Provide not less cause all certificates representing Equity Interests held of record by such Specified Domestic Subsidiary (other than 10 days prior written notice Excluded Equity Interests) to be delivered to the Administrative Agent, together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Specified Domestic Subsidiary; provided that in the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws case of Equity Interests of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor certificates and stock powers shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement delivered to the Administrative Agent and to the Collateral Agent together with the documents that the Transferee Subsidiary would have been extent required to deliver pursuant to Section 4.02(c)such Foreign Pledge Agreement; and (v) if requested by the Administrative Agent, (d) (without giving effect deliver a customary opinion of counsel to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied Borrower with respect to the Transferee Subsidiary guarantee and with respect to security provided by such Specified Domestic Subsidiary. (c) If, following the Equity Interests in Original Closing Date, the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with Company or any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation).shall: (i) Furnish to the Collateral Agent prompt written notice acquire any Equity Interests of any change Subsidiary (A) in any Loan Party’s or Material Subsidiary’s legal nameother than Excluded Equity Interests), (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no such Loan Party shall effect or permit any such change unless all filings have been made, or will have been made (within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and thirty (ii30) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the such acquisition thereof or such longer period as may be reasonably acceptable to the Administrative Agent shall agree in its reasonable discretionAgent) (i) execute and deliver cause such Equity Interests to be delivered to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Loan Party; provided that in the case of Equity Interests of a Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement, such certificates and the Collateral Agent such amendments or supplements stock powers shall only be required to the relevant Security Documents or such other documents as be delivered to the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral extent required pursuant to such Foreign Pledge Agreement; or (ii) acquire any intercompany note (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to such Loan Party, such Loan Party shall (within thirty (30) days after such acquisition or such longer period as may be reasonably acceptable to the Administrative Agent) deliver such intercompany note to the Administrative Agent together with an appropriately completed instrument of transfer executed and delivered in blank by a duly authorized officer of such Loan Party. (d) The Borrowers shall ensure that (i) the material assets and operations acquired in the Acquisition that are not owned directly by a Loan Party are owned, for its benefit and for the benefit directly or indirectly, by a Foreign Subsidiary or a Foreign Holding Company at least 65% of the other Secured Parties, a Lien on such property subject Equity Interests of which (or at least 55% in the case of any PECs) are pledged to no Liens other than Permitted Liens, secure the Obligations and (ii) use commercially reasonable efforts for so long as any European Obligations remain outstanding, all of the Equity Interests of a Foreign Subsidiary or Foreign Holding Company which owns, directly or indirectly, the material assets and operations acquired in the Acquisition that are not owned directly by any Loan Party are pledged to cause secure the European Obligations, in each case within thirty (30) days (or such Lien longer period as may be reasonably acceptable to the Administrative Agent) after the acquisition of such Equity Interests. (e) If any of the Equity Interests required to be duly perfected pledged pursuant to Section 5.09(b), (c) or (d) constitute Equity Interests of a Foreign Subsidiary, then, if requested by the extent required by Administrative Agent, the Loan Party holding such Security Document in accordance Equity Interests shall enter into a Foreign Pledge Agreement with requirements of applicable law, including the filing of financing statements in respect to such jurisdictions Equity Interests and take such other actions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as for purposes of ensuring that the Administrative Agent or has a valid and perfected security interest therein under the Collateral Agent shall reasonably require to confirm the validity, perfection and priority laws of the Lien jurisdiction of organization of the Security Documents on such after-acquired propertiesapplicable Foreign Subsidiary. (j) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (ii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto is excessive in relation to the value of the security afforded thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeThe U.S. Borrower shall, and use commercially reasonable efforts to shall cause the execution ofeach applicable Specified Domestic Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of U.S. Borrower’s expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents to which it is a party and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created Documents (including any such action reasonably requested by the Security DocumentsAdministrative Agent in connection with the delivery by the U.S. Borrower of any Perfection Certificate Supplement). (b) [Reserved].Upon the formation or acquisition of any Specified Domestic Subsidiary by the U.S. Borrower or any Subsidiary Guarantor or the designation of any Unrestricted Subsidiary as a Restricted Subsidiary (to the extent such Restricted Subsidiary is also a Specified Domestic Subsidiary), within 60 days after such formation or acquisition (or such longer period as may be reasonably acceptable to the Administrative Agent) (provided that with respect to any such formation or acquisition prior to the Delayed Draw Funding Date, the requirements of this Section 5.09(b) shall be satisfied on or prior to the Delayed Draw Funding Date): (ci) [Reserved].cause any such Specified Domestic Subsidiary to deliver a Perfection Certificate Supplement to the Administrative Agent; (dii) [Reserved]. (e) As a condition precedent deliver all certificated Equity Interests of such Specified Domestic Subsidiary held by the U.S. Borrower or any Subsidiary Guarantor that are Collateral pursuant to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and delivered Collateral Documents to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of the U.S. Borrower or such Subsidiary Guarantor, as applicable, and all intercompany notes owing to such Specified Domestic Subsidiary to the Collateral Agent a replacement U.S. Borrower or any Subsidiary Guarantor Pledge Agreement (or other documentation satisfactory required to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery be delivered pursuant to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, Documents together with stock powers or instruments of transfer executed and delivered in blank. (f) Provide not less than 10 days prior written notice blank by a duly authorized officer of the U.S. Borrower or such Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable; (iii) cause each such Specified Domestic Subsidiary to execute a security interest in and deliver an acceptable vessel mortgage governed by the laws supplement to each of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid Guarantee Agreement and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage the Security Agreement and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and take all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved requested by the Administrative Agent (such approval not in order to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement to the Administrative Agent and the Collateral Agent together with the documents that the Transferee Subsidiary would have been required to deliver pursuant to Section 4.02(c), (d) (without giving effect to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid created by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation). (i) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s or Material Subsidiary’s legal name, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such longer period as the Administrative Agent shall agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien Agreement to be duly perfected to the extent required by such Security Document agreement or this Agreement in accordance with all applicable requirements of applicable lawLaw, including the filing of UCC financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or ; and (iv) if reasonably requested by the Administrative Agent, deliver a customary opinion of counsel to the Collateral Agent U.S. Borrower with respect to the guarantee and security provided by such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired propertiesSpecified Domestic Subsidiary. (jc) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to To the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect not completed prior to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (ii) any assets acquired after the Closing Date, the U.S. Borrower shall satisfy the requirements set forth on Schedule 5.09(c) on or prior to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding dates set forth on such assets that existed at schedule (or such later dates as shall be reasonably acceptable to the time of Administrative Agent). (d) Notwithstanding the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agentforegoing, the Company shall, U.S. Borrower and its Restricted Subsidiaries shall cause any applicable Subsidiary to, use commercially reasonable efforts not be required to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset comply with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 5.09 to the extent that the cost of providing any Guarantee or Liens, or perfection thereof, required by this Section are, in the reasonable determination of any Security Document the Administrative Agent (in consultation with respect thereto is the U.S. Borrower), excessive in relation to the value of to be afforded to the security afforded Lenders thereby. (ke) Promptly upon reasonable request by the Administrative Agent, the U.S. Borrower shall (i) correct any mutually identified material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents. (f) Notwithstanding anything to the contrary herein or in this Agreement or any other Loan DocumentDocument to the contrary, neither in no event shall (i) the assets of any CFC or Foreign Holding Company or (ii) more than 65% of the Equity Interests in any first-tier CFC or Foreign Holding Company constitute collateral security for payment of the Obligations of the U.S. Borrower nor or any of its Subsidiaries shall be required to enter into any Control AgreementDomestic Subsidiary.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeThe Borrower shall, and use commercially reasonable efforts to shall cause the execution ofeach applicable Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of Borrower’s expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created Documents (including, without limitation, any such action reasonably requested by the Security DocumentsAdministrative Agent in connection with the delivery by the Borrower of any Perfection Certificate Supplement). (b) [Reserved].Following the Closing Date, upon the formation or acquisition of any Specified Domestic Subsidiary by the Borrower or any Subsidiary or upon any Subsidiary becoming a Specified Domestic Subsidiary, the Borrower shall within thirty (30) days after such formation or acquisition or such time as any Subsidiary becomes a Specified Domestic Subsidiary or such longer period as may be reasonably acceptable to the Administrative Agent: (ci) [Reserved].cause such Specified Domestic Subsidiary to deliver a Perfection Certificate Supplement to the Administrative Agent; (dii) [Reserved].cause such Specified Domestic Subsidiary to execute a joinder to the Guarantee Agreement and the U.S. Pledge Agreement; (eiii) As a condition precedent cause all intercompany notes (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the such Specified Domestic Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and to be delivered to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (or other documentation satisfactory to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, together with stock powers or instruments of transfer executed and delivered in blank.blank by a duly authorized officer of such Specified Domestic Subsidiary; (fiv) Provide not less cause all certificates representing Equity Interests held of record by such Specified Domestic Subsidiary (other than 10 days prior written notice Excluded Equity Interests) to be delivered to the Administrative Agent, together with appropriately completed stock powers or other instruments of transfer excecuted in blank by a duly authorized officer of such Specified Domestic Subsidiary; provided that in the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws case of Equity Interests of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor certificates and stock powers shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement delivered to the Administrative Agent and to the Collateral Agent together with the documents that the Transferee Subsidiary would have been extent required to deliver pursuant to Section 4.02(c)such Foreign Pledge Agreement; and (v) if requested by the Administrative Agent, (d) (without giving effect deliver a customary opinion of counsel to the proviso thereinBorrower with respect to the guarantee and security provided by such Specified Domestic Subsidiary. (c) and (i)If, mutatis mutandis, had it been a Loan Party on following the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation).Loan Party shall: (i) Furnish to the Collateral Agent prompt written notice acquire any Equity Interests of any change Subsidiary (A) in any Loan Party’s or Material Subsidiary’s legal nameother than Excluded Equity Interests), (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no such Loan Party shall effect or permit any such change unless all filings have been made, or will have been made (within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and thirty (ii30) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the such acquisition thereof or such longer period as may be reasonably acceptable to the Administrative Agent shall agree in its reasonable discretionAgent) (i) execute and deliver cause such Equity Interests to be delivered to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Loan Party; provided that in the case of Equity Interests of a Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement, such certificates and the Collateral Agent such amendments or supplements stock powers shall only be required to the relevant Security Documents or such other documents as be delivered to the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien to be duly perfected to the extent required pursuant to such Foreign Pledge Agreement; or (ii) acquire any intercompany note (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to such Loan Party, such Loan Party shall (within thirty (30) days after such acquisition or such longer period as may be reasonably acceptable to the Administrative Agent) deliver such intercompany note to the Administrative Agent together with an appropriately completed instrument of transfer executed and delivered in blank by a duly authorized officer of such Security Document in accordance Loan Party. (d) If any of the Equity Interests required to be pledged pursuant to Section 5.09(b) or (c) constitute Equity Interests of a Foreign Subsidiary, then, if requested by the Administrative Agent, the Loan Party holding such Equity Interests shall enter into a Foreign Pledge Agreement with requirements of applicable law, including the filing of financing statements in respect to such jurisdictions Equity Interests and take such other actions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as for purposes of ensuring that the Administrative Agent or has a valid and perfected security interest therein under the Collateral Agent shall reasonably require to confirm the validity, perfection and priority laws of the Lien jurisdiction of organization of the Security Documents on such after-acquired propertiesapplicable Foreign Subsidiary. (j) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (ii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto is excessive in relation to the value of the security afforded thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeExcept during any Collateral Suspension Period, the Borrower Agent shall, and use commercially reasonable efforts to shall cause the execution ofParent Entity and each applicable Restricted Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of Borrower Agent’s expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (b) [Reserved].Upon the formation or acquisition of any Specified Domestic Subsidiary or Specified Foreign Subsidiary by the Parent Entity or any Restricted Subsidiary (and, in the case of clause (D) below, upon the acquisition of any Material Real Property by any U.S. Loan Party), the Borrowers shall, and shall cause the Parent Entity and each applicable Restricted Subsidiary to, at the Borrower Agent’s expense within thirty (30) days (ninety (90) days in the case of a Specified Foreign Subsidiary or in the case of clause (D) below) after such formation or acquisition or such longer period as may be reasonably acceptable to the Administrative Agent: (cA) [Reserved]. (d) [Reserved]. (e) As a condition precedent except during any Collateral Suspension Period, deliver all certificated Equity Interests of such Restricted Subsidiary held by any Loan Party that are required to be delivered pursuant to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and delivered Collateral Documents to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (together with appropriately completed stock powers or other documentation satisfactory instruments of transfer executed in blank by a duly authorized officer of such Loan Party and all intercompany notes owing from such Restricted Subsidiary to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect any Loan Party required to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery be delivered pursuant to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, Documents together with stock powers or instruments of transfer executed and delivered in blank.blank by a duly authorized officer of such Loan Party; (fB) Provide not less than 10 days prior written notice of cause each such Specified Domestic Subsidiary to execute a supplement to the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date Guaranty (or except during any subsequent re-registration permitted by this Agreement); Covenant Suspension Period) and Pledge and Security Agreement (except during any Collateral Suspension Period) and, as conditions precedent to except during any such re-registrationCollateral Suspension Period, the Subsidiary Guarantor shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and take all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved requested by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement to the Administrative Agent and the Collateral Agent together with the documents that the Transferee Subsidiary would have been required to deliver pursuant to Section 4.02(c), (d) (without giving effect to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation). (i) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s or Material Subsidiary’s legal name, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to cause the Lien created by any of the Pledge and Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such longer period as the Administrative Agent shall agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien Agreement to be duly perfected to the extent required by such Security Document agreement in accordance with all applicable requirements of applicable lawLaw, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise ; (C) cause each such Specified Foreign Subsidiary to execute a supplement to the Guaranty (except during any Covenant Suspension Period) and, except during a Collateral Suspension Period, any Pledge and Security Agreement and/or Foreign Security Agreement reasonably requested by the Administrative Agent and, except during any Collateral Suspension Period, to take the actions reasonably requested by the Administrative Agent in order to satisfy the Foreign Guarantor Collateral Requirement; (D) except during any Collateral Suspension Period, cause any such actions and execute and/or Specified Domestic Subsidiary or the applicable Loan Party to deliver to the Collateral Administrative Agent to the extent reasonably requested by the Administrative Agent (i) counterparts of a Mortgage with respect to any Material Real Property, duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid Lien on the property described therein, together with such endorsements as the Administrative Agent may reasonably request and in an amount reasonably satisfactory to the Administrative Agent and (iii) such existing surveys, if any, UCC-1 fixture filings, existing appraisals, if any, legal opinions, “life-of-loan” flood hazard determinations, evidence of insurance, affidavits and other documents as the Administrative Agent or the Collateral Agent shall may reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. (j) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied request with respect to any such Material Real Property; and (iE) if requested by the Administrative Agent, deliver a customary opinion of counsel to the Borrower Agent with respect to the guarantee (except during any Equity Interests owned Covenant Suspension Period) and security (except during any Collateral Suspension Period) provided by such Specified Domestic Subsidiary or acquired after the Closing Date Specified Foreign Subsidiary (other thanexcept, in the case of opinions in respect of any person which is a Subsidiary of the Subsidiary GuarantorCollateral or Guaranty, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent thatsuch opinions are customarily delivered by lender’s counsel in the applicable jurisdiction). (c) Notwithstanding anything to the contrary herein or in any other Loan Document, (i) the Administrative Agent may grant extensions of time for the creation and for so long as (A) doing so would violate applicable law perfection of security interests in, or a contractual obligation binding on such Equity Interests and (B) obtaining of title insurance, legal opinions, surveys or other deliverables with respect to contractual obligationsto, such obligation existed at particular assets or the time provision of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or any Guaranty by any Restricted Subsidiary (in connection with assets acquired, or Restricted Subsidiaries formed or acquired, after the acquisition Closing Date) where it reasonably determines, in consultation with the Borrower Agent, that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to be accomplished by this Agreement or the Collateral Documents, and each Lender hereby consents to any such extension of such Subsidiarytime, (ii) any Lien required to be granted from time to time pursuant to the provisions hereof shall be subject to the exceptions and limitations set forth in the Collateral Documents, (iii) perfection by control shall not be required with respect to assets acquired after the Closing Daterequiring perfection through control agreements or other control arrangements, including deposit accounts, securities accounts and commodities accounts (other than control of pledged Equity Interests and/or Indebtedness or, to the extent that(if any) expressly required hereunder, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition delivery of such assets cash collateral), (iv) no Loan Party shall be required to seek any landlord lien waiver, bailee letter, estoppel, warehouseman waiver or other collateral access or similar letter or agreement, and notices shall not be required to be sent to account debtors or other contractual third parties except in the case during a continuing Event of assets acquired with Indebtedness permitted Default, (v) except pursuant to Section 6.01(ithe Foreign Guarantor and Collateral Requirement, no Loan Party will be required to (1) or 6.01(r) (if take any action outside of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request U.S. to perfect any security interest in any asset located outside of the Collateral Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, U.S. or (iii2) execute any Subsidiary foreign law security agreement, pledge agreement, mortgage, deed or asset charge, (vi) no action shall be required to perfect any Lien with respect to which any vehicle or other asset subject to a certificate of title to the extent that a security interest therein cannot be perfected by filing a Form UCC-1 (or similar) financing statement and (vii) the Administrative Agent determines in writing in its reasonable discretion that shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of the satisfaction of the Collateral and Guarantee Requirement obtaining or the provisions of this Section 5.10 perfecting such Lien (including any mortgage, stamp, intangibles or of any Security Document with respect thereto other tax or expenses relating to such Lien) is excessive in relation to the value benefit to the Lenders of the security afforded thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither thereby as reasonably determined by the Borrower nor any of its Subsidiaries shall be required to enter into any Control AgreementAgent and the Administrative Agent.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeThe Company shall, and use commercially reasonable efforts to shall cause the execution ofeach applicable Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of Company’s expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created Documents (including, without limitation, any such action reasonably requested by the Administrative Agent in connection with the delivery by the Company of any U.S. Perfection Certificate Supplement or information with respect to assets acquired by Foreign Loan Parties) or to grant a security interest in the assets of each Foreign Loan Party to substantially the same extent as is the case for the U.S. Loan Parties under the Mortgages and the U.S. Guarantee and Security DocumentsAgreement (subject to clause (d) below). (b) [Reserved].Upon the formation or acquisition of any Specified Domestic Subsidiary or Specified Foreign Subsidiary by the Company or any Subsidiary (and, in the case of clause (E) below, upon the acquisition of any Material Real Property by any Loan Party): (ci) [Reserved].within thirty (30) days (ninety (90) days in the case of a Specified Foreign Subsidiary or in the case of clause (E)(ii) below) after such formation or acquisition or such longer period as may be reasonably acceptable to the Administrative Agent: (dA) [Reserved].cause any such U.S. Subsidiary to deliver a U.S. Perfection Certificate Supplement to the Administrative Agent; (eB) As a condition precedent deliver all certificated Equity Interests of such Subsidiary held by any Loan Party that are Collateral pursuant to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and delivered Collateral Documents to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (together with appropriately completed stock powers or other documentation satisfactory instruments of transfer executed in blank by a duly authorized officer of such Loan Party and all intercompany notes owing from such Subsidiary to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect any Loan Party required to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery be delivered pursuant to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, Documents together with stock powers or instruments of transfer executed and delivered in blank.blank by a duly authorized officer of such Loan Party; (fC) Provide not less than 10 days prior written notice of the cause each such Specified Domestic Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws of execute a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor shall promptly grant supplement to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in U.S. Guarantee and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid Security Agreement and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and take all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved requested by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement to the Administrative Agent and the Collateral Agent together with the documents that the Transferee Subsidiary would have been required to deliver pursuant to Section 4.02(c), (d) (without giving effect to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation). (i) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s or Material Subsidiary’s legal name, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to cause the Lien created by any of the U.S. Guarantee and Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such longer period as the Administrative Agent shall agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien Agreement to be duly perfected to the extent required by such Security Document agreement in accordance with all applicable requirements of applicable lawLaw, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise ; (D) cause each such Specified Foreign Subsidiary to execute a supplement to the Foreign Guarantee and Security Agreement and to take the actions reasonably requested by the Administrative Agent in order to cause the Lien created by the Foreign Guarantee and Security Agreement to be enforceable against such actions Specified Foreign Subsidiaries and execute and/or third parties in accordance with all applicable requirements of Law, including registering such security interest in such jurisdictions as may be reasonably requested by the Administrative Agent; (E) cause any such Specified Domestic Subsidiary or the applicable Loan Party to deliver to the Collateral Administrative Agent to the extent reasonably requested by the Administrative Agent (i) counterparts of a Mortgage with respect to any Material Real Property, duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid Lien on the property described therein, together with such endorsements as the Administrative Agent may reasonably request and in an amount reasonably satisfactory to the Administrative Agent and (iii) such existing surveys, if any, UCC-1 fixture filings, existing appraisals, if any, legal opinions, flood certificates and other documents as the Administrative Agent may reasonably request with respect to any such Material Real Property; and (F) if requested by the Administrative Agent, deliver a customary opinion of counsel to the Company with respect to the guarantee and security provided by such Specified Domestic Subsidiary or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired propertiesSpecified Foreign Subsidiary. (jc) The Collateral To the extent not completed prior to the Amendment and Guarantee Requirement and Restatement Effective Date, the other provisions Company shall satisfy the requirements set forth on Schedule 5.09(c) on or prior to the dates set forth on such schedule (or such later dates as shall be reasonably acceptable to the Administrative Agent). (d) Notwithstanding the foregoing, (i) no Foreign Subsidiary shall be required to comply with any provision of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and 5.09 to the extent thatcomplying with such provision (x) could reasonably be expected to result in adverse tax consequences (as determined in good faith by the Company and notified to the Administrative Agent), and for so long as (Ay) doing so is prohibited or limited by Law (including financial assistance rules) or (z) would violate applicable law or result in a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time breach of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation fiduciary duties of or in connection with the acquisition directors of such SubsidiaryForeign Subsidiary or could reasonably be expected to result in personal or criminal liability of any director, (ii) any assets acquired after in each case, as determined in good faith by the Closing Date, Company and notified to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Administrative Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset the Company and its Subsidiaries shall not be required to comply with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 5.09 to the extent the cost of providing any Guarantee or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable determination of any Security Document the Administrative Agent (in consultation with respect thereto is the Company), excessive in relation to the value of to be afforded to the security afforded Lenders thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeThe Borrower shall, and use commercially reasonable efforts to shall cause the execution ofeach applicable Specified Domestic Subsidiary and Specified Foreign Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of Borrower’s expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (b) [Reserved].Upon the formation (including by means of a division) or acquisition of any Specified Domestic Subsidiary by the Borrower or any Guarantor or the designation of any Unrestricted Subsidiary as a Restricted Subsidiary (if such Restricted Subsidiary is also a Specified Domestic Subsidiary), within 60 days after such formation (including by means of a division), acquisition or designation (or such longer period as may be reasonably acceptable to the Administrative Agent), and, in the case of any Specified Domestic Subsidiary existing on the Second Restatement Effective Date, in the case of clauses (ii) and (iii)(A) below, on the Second Restatement Effective Date, and in the case of clauses (i) and (iii)(B) below, within 60 days after the Second Restatement Effective Date (or such longer period as may be reasonably acceptable to the Administrative Agent), the Borrower shall, and shall cause each applicable Specified Domestic Subsidiary to: (ci) [Reserved]. (d) [Reserved]. (e) As a condition precedent deliver all certificated Equity Interests of such Subsidiary held by any Loan Party that are Collateral pursuant to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and delivered Collateral Documents to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (together with appropriately completed stock powers or other documentation satisfactory instruments of transfer executed in blank by a duly authorized officer of such Loan Party and all intercompany notes made by such Subsidiary payable to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect any Loan Party required to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery be delivered pursuant to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, Documents together with stock powers or instruments of transfer executed and delivered in blank.blank by a duly authorized officer of such Loan Party; (fii) Provide not less than 10 days prior written notice of execute the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws of Guarantee and Collateral Agreement or a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date supplement thereto; (or any subsequent re-registration permitted by this Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor shall promptly grant to the Collateral Agent iii) (or to Bank of America as mortgage trustee, as applicableA) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, file all financing statements in such manner and in such places U.S. jurisdictions as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to may be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved requested by the Administrative Agent and (such approval not to be withheld unreasonablyB) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement to take all other actions reasonably requested by the Administrative Agent and the Collateral Agent together with the documents that the Transferee Subsidiary would have been required to deliver pursuant to Section 4.02(c), (d) (without giving effect to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation). (i) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s or Material Subsidiary’s legal name, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to cause the Lien created by any of the Security Documents but is not so subject, promptly (Guarantee and in any event within 30 days after the acquisition thereof or such longer period as the Administrative Agent shall agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien Agreement to be duly perfected to the extent required by such Security Document agreement or this Agreement in accordance with all applicable requirements of applicable law, including the filing of financing statements in such jurisdictions as may be Law; and (iv) if reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or , deliver a customary opinion of counsel to the Collateral Agent Borrower with respect to the guarantee and security provided by such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired propertiesSpecified Domestic Subsidiary. (jc) The Collateral Upon the formation (including by means of a division) or acquisition of any Specified Foreign Subsidiary by the Borrower or any Guarantor or the designation of any Unrestricted Subsidiary as a Restricted Subsidiary (if such Restricted Subsidiary is also a Specified Foreign Subsidiary and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests in such Specified Foreign Subsidiary are owned by the Borrower or acquired any Guarantor), within 60 days after such formation (including by means of a division), acquisition or designation (or such longer period as may be reasonably acceptable to the Closing Date (other thanAdministrative Agent) and, in the case of any person which is a Specified Foreign Subsidiary of existing on the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (ii) any assets acquired after the Closing Second Restatement Effective Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(iclause (ii)(A) or 6.01(r) (if of below, on the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agent, the Company shallSecond Restatement Effective Date, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation in the case of the types described in clauses (i) and (ii)(B) below, within 60 days after the Second Restatement Effective Date (or such longer period as may be reasonably acceptable to the Administrative Agent), the Borrower shall, and shall cause each applicable Loan Party or Specified Foreign Subsidiary to: (i) deliver all certificated Equity Interests of such Specified Foreign Subsidiary held by any Loan Party that are Collateral pursuant to the Collateral Documents to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Loan Party and all intercompany notes made by such Specified Foreign Subsidiary payable to any Loan Party required to be delivered pursuant to the Collateral Documents together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party; (ii) aboveexecute and deliver to the Administrative Agent (A) the Guarantee and Collateral Agreement or a supplement thereto and (B) such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, or for the benefit of the Secured Parties, a perfected first priority (subject to the Liens permitted by the Guarantee and Collateral Agreement) security interest in the Equity Interests of such Specified Foreign Subsidiary; provided that (I) in no event shall more than 65% of the total outstanding Equity Interests of any Specified Foreign Subsidiary be required to be so pledged and (II) no Specified Foreign Subsidiary shall be required to be a Guarantor; and (iii) any Subsidiary or asset if reasonably requested by the Administrative Agent, deliver a customary opinion of counsel to the Borrower with respect to which the Administrative Agent determines in writing in security provided by such Loan Party. (d) Notwithstanding the foregoing, the Borrower and its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or Restricted Subsidiaries shall not be required to comply with the provisions of this Section 5.10 5.09 to the extent that the cost of providing any Guarantee or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable determination of any Security Document the Administrative Agent (in consultation with respect thereto is the Borrower), excessive in relation to the value of to be afforded to the security afforded Lenders thereby. (ke) Notwithstanding anything Promptly upon reasonable request by the Administrative Agent (i) correct any mutually identified material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the contrary Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement or any other Loan Document, neither and the Borrower nor any of its Subsidiaries shall be required to enter into any Control AgreementCollateral Documents.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeThe Company shall, and use commercially reasonable efforts to shall cause the execution ofeach applicable Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of Company’s expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created Documents (including, without limitation, any such action reasonably requested by the Administrative Agent in connection with the delivery by the Company of any U.S. Perfection Certificate Supplement or information with respect to assets acquired by Foreign Loan Parties) or to grant a security interest in the assets of each Foreign Loan Party to substantially the same extent as is the case for the U.S. Loan Parties under the Mortgages and the U.S. Guarantee and Security DocumentsAgreement (subject to clause (d) below). (b) [Reserved].Upon the formation or acquisition of any Specified Domestic Subsidiary or Specified Foreign Subsidiary by the Company or any Subsidiary (and, in the case of clause (E) below, upon the Acquisition of any Material Real Property by any Loan Party): (ci) [Reserved].within thirty (30) days (ninety (90) days in the case of a Specified Foreign Subsidiary or in the case of clause (E)(ii) below) after such formation or acquisition or such longer period as may be reasonably acceptable to the Administrative Agent: (dA) [Reserved].cause any such U.S. Subsidiary to deliver a U.S. Perfection Certificate Supplement to the Administrative Agent; (eB) As a condition precedent deliver all certificated Equity Interests of such Subsidiary held by any Loan Party that are Collateral pursuant to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and delivered Collateral Documents to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (together with appropriately completed stock powers or other documentation satisfactory instruments of transfer executed in blank by a duly authorized officer of such Loan Party and all intercompany notes owing from such Subsidiary to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect any Loan Party required to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery be delivered pursuant to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, Documents together with stock powers or instruments of transfer executed and delivered in blank.blank by a duly authorized officer of such Loan Party; (fC) Provide not less than 10 days prior written notice of the cause each such Specified Domestic Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws of execute a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor shall promptly grant supplement to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in U.S. Guarantee and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid Security Agreement and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and take all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved requested by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement to the Administrative Agent and the Collateral Agent together with the documents that the Transferee Subsidiary would have been required to deliver pursuant to Section 4.02(c), (d) (without giving effect to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation). (i) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s or Material Subsidiary’s legal name, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to cause the Lien created by any of the U.S. Guarantee and Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such longer period as the Administrative Agent shall agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien Agreement to be duly perfected to the extent required by such Security Document agreement in accordance with all applicable requirements of applicable lawLaw, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise ; (D) cause each such Specified Foreign Subsidiary to execute a supplement to the Foreign Guarantee and Security Agreement and to take the actions reasonably requested by the Administrative Agent in order to cause the Lien created by the Foreign Guarantee and Security Agreement to be enforceable against such actions Specified Foreign Subsidiaries and execute and/or third parties in accordance with all applicable requirements of Law, including registering such security interest in such jurisdictions as may be reasonably requested by the Administrative Agent; (E) cause any such Specified Domestic Subsidiary or the applicable Loan Party to deliver to the Collateral Administrative Agent to the extent reasonably requested by the Administrative Agent (i) counterparts of a Mortgage with respect to any Material Real Property, duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid Lien on the property described therein, together with such endorsements as the Administrative Agent may reasonably request and in an amount reasonably satisfactory to the Administrative Agent and (iii) such existing surveys, if any, UCC-1 fixture filings, existing appraisals, if any, legal opinions, flood certificates and other documents as the Administrative Agent may reasonably request with respect to any such Material Real Property; and (F) if requested by the Administrative Agent, deliver a customary opinion of counsel to the Company with respect to the guarantee and security provided by such Specified Domestic Subsidiary or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired propertiesSpecified Foreign Subsidiary. (jc) The Collateral and Guarantee Requirement and Company shall satisfy the other provisions requirements set forth on Schedule 5.09(c) on or prior to the dates set forth on such schedule (or such later dates as shall be reasonably acceptable to the Administrative Agent). (d) Notwithstanding the foregoing, (i) no Foreign Subsidiary shall be required to comply with any provision of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and 5.09 to the extent thatcomplying with such provision (x) could reasonably be expected to result in adverse tax consequences (as determined in good faith by the Company and notified to the Administrative Agent), and for so long as (Ay) doing so is prohibited or limited by Law (including financial assistance rules) or (z) would violate applicable law or result in a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time breach of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation fiduciary duties of or in connection with the acquisition directors of such SubsidiaryForeign Subsidiary or could reasonably be expected to result in personal or criminal liability of any director, (ii) any assets acquired after in each case, as determined in good faith by the Closing Date, Company and notified to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Administrative Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset the Company and its Subsidiaries shall not be required to comply with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 5.09 to the extent the cost of providing any Guarantee or obtaining the Liens, or perfection thereof, required by this Section are, in the reasonable determination of any Security Document the Administrative Agent (in consultation with respect thereto is the Company), excessive in relation to the value of to be afforded to the security afforded Lenders thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeExcept during a Collateral Suspension Period, the Borrowers shall, and use commercially reasonable efforts to shall cause the execution ofeach applicable Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of Borrowers’ expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created Documents (including, without limitation, any such action reasonably requested by the Security DocumentsAdministrative Agent in connection with the delivery by the Borrower of any Perfection Certificate Supplement). (b) [Reserved].Following the Restatement Effective Date, upon the formation or acquisition of any Specified Domestic Subsidiary by the Company or any Subsidiary or upon any Subsidiary becoming a Specified Domestic Subsidiary, the Company shall within thirty (30) days after such formation or acquisition or such time as any Subsidiary becomes a Specified Domestic Subsidiary or such longer period as may be reasonably acceptable to the Administrative Agent: (ci) [Reserved].except during a Collateral Suspension Period, cause such Specified Domestic Subsidiary to deliver a Perfection Certificate Supplement to the Administrative Agent; (dii) [Reserved].cause such Specified Domestic Subsidiary to execute a joinder to the Guarantee Agreement and, except during a Collateral Suspension Period, the U.S. Pledge Agreement; (eiii) As except during a condition precedent Collateral Suspension Period, cause all intercompany notes (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the such Specified Domestic Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and to be delivered to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (or other documentation satisfactory to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, together with stock powers or instruments of transfer executed and delivered in blank.blank by a duly authorized officer of such Specified Domestic Subsidiary; (fiv) Provide not less except during a Collateral Suspension Period, cause all certificates representing Equity Interests held of record by such Specified Domestic Subsidiary (other than 10 days prior written notice Excluded Equity Interests) to be delivered to the Administrative Agent, together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Specified Domestic Subsidiary; provided that in the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws case of Equity Interests of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor certificates and stock powers shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement delivered to the Administrative Agent and to the Collateral Agent together with the documents that the Transferee Subsidiary would have been extent required to deliver pursuant to Section 4.02(c)such Foreign Pledge Agreement; and (v) if requested by the Administrative Agent, (d) (without giving effect deliver a customary opinion of counsel to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied Borrower with respect to the Transferee Subsidiary guarantee and with respect to security (except during a Collateral Suspension Period) provided by such Specified Domestic Subsidiary. (c) If, following the Equity Interests in Restatement Effective Date, the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with Company or any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation).shall: (i) Furnish to the Collateral Agent prompt written notice acquire any Equity Interests of any change Subsidiary (A) in any other than Excluded Equity Interests), such Loan Party’s or Material Subsidiary’s legal nameParty shall, except during a Collateral Suspension Period, (Bwithin thirty (30) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the such acquisition thereof or such longer period as may be reasonably acceptable to the Administrative Agent shall agree in its reasonable discretionAgent) (i) execute and deliver cause such Equity Interests to be delivered to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Loan Party; provided that in the case of Equity Interests of a Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement, such certificates and the Collateral Agent such amendments or supplements stock powers shall only be required to the relevant Security Documents or such other documents as be delivered to the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the extent required pursuant to such Foreign Pledge Agreement; or (ii) acquire any intercompany note (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to such Loan Party, such Loan Party shall, except during a Collateral Suspension Period, (within thirty (30) days after such acquisition or such longer period as may be reasonably acceptable to the Administrative Agent) deliver such intercompany note to the Administrative Agent together with an appropriately completed instrument of transfer executed and delivered in blank by a duly authorized officer of such Loan Party. (d) Except during a Collateral Suspension Period, for its benefit the Borrowers shall ensure that (i) the material assets and for operations acquired in the benefit Acquisition that are not owned directly by a Loan Party are owned, directly or indirectly, by a Foreign Subsidiary or a Foreign Holding Company at least 65% of the other Secured Parties, a Lien on such property subject Equity Interests of which (or at least 55% in the case of any PECs) are pledged to no Liens other than Permitted Liens, secure the Obligations and (ii) use commercially reasonable efforts for so long as any European Obligations remain outstanding, all of the Equity Interests of a Foreign Subsidiary or Foreign Holding Company which owns, directly or indirectly, the material assets and operations acquired in the Acquisition that are not owned directly by any Loan Party are pledged to cause secure the European Obligations, in each case within thirty (30) days (or such Lien longer period as may be reasonably acceptable to the Administrative Agent) after the acquisition of such Equity Interests. (e) If any of the Equity Interests required to be duly perfected pledged pursuant to Section 5.09(b), (c) or (d) constitute Equity Interests of a Foreign Subsidiary, then, if requested by the extent required by Administrative Agent, the Loan Party holding such Security Document in accordance Equity Interests shall, except during a Collateral Suspension Period, enter into a Foreign Pledge Agreement with requirements of applicable law, including the filing of financing statements in respect to such jurisdictions Equity Interests and take such other actions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as for purposes of ensuring that the Administrative Agent or has a valid and perfected security interest therein under the Collateral Agent shall reasonably require to confirm the validity, perfection and priority laws of the Lien jurisdiction of organization of the Security Documents on such after-acquired properties. applicable Foreign Subsidiary (j) The it being understood that, except during a Collateral Suspension Period and Guarantee Requirement and not withstanding anything in the other provisions of this Section 5.10 need not be satisfied applicable Foreign Pledge Agreement to the contrary, if a Foreign Pledge Agreement has been entered into with respect to (i) any the Equity Interests owned or acquired after of a Foreign Subsidiary such Foreign Subsidiary may reorganize to another jurisdiction; provided that the Closing Date (other thanBorrowers shall promptly notify the Administrative Agent thereof and, in if requested by the case of any person which is Administrative Agent, shall cause the applicable Loan Party to enter into a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this replacement Foreign Pledge Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Foreign Subsidiary, (ii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto is excessive in relation to the value of the security afforded thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.

Further Assurances; Additional Security and Guarantees. (a) Promptly execute, and use commercially reasonable efforts to cause the execution of, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Borrower, and provide to the Collateral Agent from time to time upon reasonable request of the Collateral Agent, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (b) [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) As a condition precedent to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and delivered to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (or other documentation satisfactory to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, together with stock powers or instruments of transfer executed and delivered in blank. (f) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement to the Administrative Agent and the Collateral Agent together with the documents that the Transferee Subsidiary would have been required to deliver pursuant to Section 4.02(c), (d) (without giving effect to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money anti‑money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation). (i) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s or Material Subsidiary’s legal name, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such longer period as the Administrative Agent shall agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with requirements of applicable law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. (j) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (ii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto is excessive in relation to the value of the security afforded thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeExcept during any Collateral Suspension Period, the Borrower shall, and use commercially reasonable efforts to shall cause the execution ofParent and each applicable Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of Borrower’s expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. (b) [Reserved].Upon the formation or acquisition of any Specified Domestic Subsidiary or Specified Foreign Subsidiary by Parent or any Subsidiary (and, in the case of clause (D) below, upon the acquisition of any Material Real Property by any U.S. Loan Party), the Borrower shall, and shall cause Parent and each applicable Subsidiary to, at the Borrower’s expense within thirty (30) days (ninety (90) days in the case of a Specified Foreign Subsidiary (other than a Permitted Subsidiary Holding Company) or in the case of clause (D) below) after such formation or acquisition or such longer period as may be reasonably acceptable to the Administrative Agent: (cA) [Reserved]. (d) [Reserved]. (e) As a condition precedent except during any Collateral Suspension Period, deliver all certificated Equity Interests of such Subsidiary held by any Loan Party that are required to be delivered pursuant to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and delivered Collateral Documents to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (together with appropriately completed stock powers or other documentation satisfactory instruments of transfer executed in blank by a duly authorized officer of such Loan Party and all intercompany notes owing from such Subsidiary to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect any Loan Party required to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery be delivered pursuant to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, Documents together with stock powers or instruments of transfer executed and delivered in blank.blank by a duly authorized officer of such Loan Party; (fB) Provide cause each such Specified Domestic Subsidiary to execute a supplement to the Guaranty (except during any Covenant Suspension Period as such Guaranty relates to Specified Domestic Subsidiaries that are not less than 10 days prior written notice direct or indirect parent companies of the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date Borrower) and Pledge and Security Agreement (or except during any subsequent re-registration permitted by this Agreement); Collateral Suspension Period) and, as conditions precedent to except during any such re-registrationCollateral Suspension Period, the Subsidiary Guarantor shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and take all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved requested by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement to the Administrative Agent and the Collateral Agent together with the documents that the Transferee Subsidiary would have been required to deliver pursuant to Section 4.02(c), (d) (without giving effect to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation). (i) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s or Material Subsidiary’s legal name, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to cause the Lien created by any of the Pledge and Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof or such longer period as the Administrative Agent shall agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien Agreement to be duly perfected to the extent required by such Security Document agreement in accordance with all applicable requirements of applicable lawLaw, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise ; (C) cause each such Specified Foreign Subsidiary to execute a supplement to the Guaranty (except during any Covenant Suspension Period as it relates to Specified Foreign Subsidiaries that are not direct or indirect parent companies of the Borrower) and, except during a Collateral Suspension Period, any Pledge and Security Agreement and/or Foreign Security Agreement reasonably requested by the Administrative Agent and, except during any Collateral Suspension Period, to take the actions reasonably requested by the Administrative Agent in order to satisfy the Foreign Guarantor Collateral Requirement; (D) except during any Collateral Suspension Period, cause any such actions and execute and/or Specified Domestic Subsidiary or the applicable Loan Party to deliver to the Collateral Administrative Agent to the extent reasonably requested by the Administrative Agent (i) counterparts of a Mortgage with respect to any Material Real Property, duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid Lien on the property described therein, together with such endorsements as the Administrative Agent may reasonably request and in an amount reasonably satisfactory to the Administrative Agent and (iii) such existing surveys, if any, UCC-1 fixture filings, existing appraisals, if any, legal opinions, “life-of-loan” flood hazard determinations, evidence of insurance, affidavits and other documents as the Administrative Agent or the Collateral Agent shall may reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents on such after-acquired properties. (j) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied request with respect to any such Material Real Property; and (iE) if requested by the Administrative Agent, deliver a customary opinion of counsel to the Borrower with respect to the guarantee (except during any Equity Interests owned Covenant Suspension Period as it relates to Subsidiaries that are not direct or acquired after indirect parent companies of the Closing Date Borrower) and security (other thanexcept during any Collateral Suspension Period) provided by such Specified Domestic Subsidiary or Specified Foreign Subsidiary (except, in the case of opinions in respect of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued Collateral or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (ii) any assets acquired after the Closing DateGuaranty, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except opinions are customarily delivered by lender’s counsel in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(iapplicable jurisdiction)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto is excessive in relation to the value of the security afforded thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeThe Borrower shall, and use commercially reasonable efforts to shall cause the execution ofeach applicable Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of Borrower’s expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created Documents (including, without limitation, any such action reasonably requested by the Security DocumentsAdministrative Agent in connection with the delivery by the Borrower of any Perfection Certificate Supplement). (b) [Reserved].Following the Closing Date, upon the formation or acquisition of any Specified Domestic Subsidiary by the Borrower or any Subsidiary or upon any Subsidiary becoming a Specified Domestic Subsidiary, the Borrower shall within thirty (30) days after such formation or acquisition or such time as any Subsidiary becomes a Specified Domestic Subsidiary or such longer period as may be reasonably acceptable to the Administrative Agent: (ci) [Reserved].cause such Specified Domestic Subsidiary to deliver a Perfection Certificate Supplement to the Administrative Agent; (dii) [Reserved].cause such Specified Domestic Subsidiary to execute a joinder to the Guarantee Agreement and the U.S. Pledge Agreement; (eiii) As a condition precedent cause all intercompany notes (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the such Specified Domestic Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and to be delivered to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (or other documentation satisfactory to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, together with stock powers or instruments of transfer executed and delivered in blank.blank by a duly authorized officer of such Specified Domestic Subsidiary; (fiv) Provide not less cause all certificates representing Equity Interests held of record by such Specified Domestic Subsidiary (other than 10 days prior written notice Excluded Equity Interests) to be delivered to the Administrative Agent, together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Specified Domestic Subsidiary; provided that in the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws case of Equity Interests of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor certificates and stock powers shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement delivered to the Administrative Agent and to the Collateral Agent together with the documents that the Transferee Subsidiary would have been extent required to deliver pursuant to Section 4.02(c)such Foreign Pledge Agreement; and (v) if requested by the Administrative Agent, (d) (without giving effect deliver a customary opinion of counsel to the proviso thereinBorrower with respect to the guarantee and security provided by such Specified Domestic Subsidiary. (c) and (i)If, mutatis mutandis, had it been a Loan Party on following the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied with respect to the Transferee Subsidiary and with respect to the Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation).Loan Party shall: (i) Furnish to the Collateral Agent prompt written notice acquire any Equity Interests of any change Subsidiary (A) in any Loan Party’s or Material Subsidiary’s legal nameother than Excluded Equity Interests), (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no such Loan Party shall effect or permit any such change unless all filings have been made, or will have been made (within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and thirty (ii30) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the such acquisition thereof or such longer period as may be reasonably acceptable to the Administrative Agent shall agree in its reasonable discretionAgent) (i) execute and deliver cause such Equity Interests to be delivered to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Loan Party; provided that in the case of Equity Interests of a Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement, such certificates and the Collateral Agent such amendments or supplements stock powers shall only be required to the relevant Security Documents or such other documents as be delivered to the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, and (ii) use commercially reasonable efforts to cause such Lien to be duly perfected to the extent required pursuant to such Foreign Pledge Agreement; or (ii) acquire any intercompany note (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to such Loan Party, such Loan Party shall (within thirty (30) days after such acquisition or such longer period as may be reasonably acceptable to the Administrative Agent) deliver such intercompany note to the Administrative Agent together with an appropriately completed instrument of transfer executed and delivered in blank by a duly authorized officer of such Security Document in accordance Loan Party. (d) If any of the Equity Interests required to be pledged pursuant to Section 5.09(b) or (c) constitute Equity Interests of a Foreign Subsidiary, then, if requested by the Administrative Agent, the Loan Party holding such Equity Interests shall enter into a Foreign Pledge Agreement with requirements of applicable law, including the filing of financing statements in respect to such jurisdictions Equity Interests and take such other actions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as for purposes of ensuring that the Administrative Agent or has a valid and perfected security interest therein under the Collateral Agent shall reasonably require to confirm the validity, perfection and priority laws of the Lien jurisdiction of organization of the Security Documents on such after-acquired propertiesapplicable Foreign Subsidiary. (j) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (ii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto is excessive in relation to the value of the security afforded thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeExcept during a Collateral Suspension Period, the Borrowers shall, and use commercially reasonable efforts to shall cause the execution ofeach applicable Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of Borrowers’ expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created Documents (including, without limitation, any such action reasonably requested by the Security DocumentsAdministrative Agent in connection with the delivery by the Borrower of any Perfection Certificate Supplement). (b) [Reserved].Following the Restatement Effective Date, upon the formation or acquisition of any Specified Domestic Subsidiary by the Company or any Subsidiary or upon any Subsidiary becoming a Specified Domestic Subsidiary, the Company shall within thirty (30) days after such formation or acquisition or such time as any Subsidiary becomes a Specified Domestic Subsidiary or such longer period as may be reasonably acceptable to the Administrative Agent: (ci) [Reserved].except during a Collateral Suspension Period, cause such Specified Domestic Subsidiary to deliver a Perfection Certificate Supplement to the Administrative Agent; (dii) [Reserved].cause such Specified Domestic Subsidiary to execute a joinder to the Guarantee Agreement and, except during a Collateral Suspension Period, the U.S. Pledge Agreement; (eiii) As except during a condition precedent Collateral Suspension Period, cause all intercompany notes (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the such Specified Domestic Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and to be delivered to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (or other documentation satisfactory to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, together with stock powers or instruments of transfer executed and delivered in blank.blank by a duly authorized officer of such Specified Domestic Subsidiary; (fiv) Provide not less except during a Collateral Suspension Period, cause all certificates representing Equity Interests held of record by such Specified Domestic Subsidiary (other than 10 days prior written notice Excluded Equity Interests) to be delivered to the Administrative Agent, together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Specified Domestic Subsidiary; provided that in the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws case of Equity Interests of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor certificates and stock powers shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement delivered to the Administrative Agent and to the Collateral Agent together with the documents that the Transferee Subsidiary would have been extent required to deliver pursuant to Section 4.02(c)such Foreign Pledge Agreement; and (v) if requested by the Administrative Agent, (d) (without giving effect deliver a customary opinion of counsel to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied Borrower with respect to the Transferee Subsidiary guarantee and with respect to security (except during a Collateral Suspension Period) provided by such Specified Domestic Subsidiary. (c) If, following the Equity Interests in Restatement Effective Date, the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with Company or any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel reasonably acceptable to the Collateral Agent, which opinion is in form and substance reasonably satisfactory to the Collateral Agent in respect of such vessel mortgage and any related supplementary documentation).shall: (i) Furnish to the Collateral Agent prompt written notice acquire any Equity Interests of any change Subsidiary (A) in any other than Excluded Equity Interests), such Loan Party’s or Material Subsidiary’s legal nameParty shall, except during a Collateral Suspension Period, (Bwithin thirty (30) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the such acquisition thereof or such longer period as may be reasonably acceptable to the Administrative Agent shall agree in its reasonable discretionAgent) (i) execute and deliver cause such Equity Interests to be delivered to the Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Loan Party; provided that in the case of Equity Interests of a Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement, such certificates and the Collateral Agent such amendments or supplements stock powers shall only be required to the relevant Security Documents or such other documents as be delivered to the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the extent required pursuant to such Foreign Pledge Agreement; or (ii) acquire any intercompany note (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to such Loan Party, such Loan Party shall, except during a Collateral Suspension Period, (within thirty (30) days after such acquisition or such longer period as may be reasonably acceptable to the Administrative Agent) deliver such intercompany note to the Administrative Agent together with an appropriately completed instrument of transfer executed and delivered in blank by a duly authorized officer of such Loan Party. (d) Except during a Collateral Suspension Period, for its benefit the Borrowers shall ensure that (i) the material assets and for operations acquired in the benefit Acquisition that are not owned directly by a Loan Party are owned, directly or indirectly, by a Foreign Subsidiary or a Foreign Holding Company at least 65% of the other Secured Parties, a Lien on such property subject Equity Interests of which (or at least 55% in the case of any PECs) are pledged to no Liens other than Permitted Liens, secure the Obligations and (ii) use commercially reasonable efforts for so long as any European Obligations remain outstanding, all of the Equity Interests of a Foreign Subsidiary or Foreign Holding Company which owns, directly or indirectly, the material assets and operations acquired in the Acquisition that are not owned directly by any Loan Party are pledged to cause secure the European Obligations, in each case within thirty (30) days (or such Lien longer period as may be reasonably acceptable to the Administrative Agent) after the acquisition of such Equity Interests. (e) If any of the Equity Interests required to be duly perfected pledged pursuant to Section 5.09(b), (c) or (d) constitute Equity Interests of a Foreign Subsidiary, then, if requested by the extent required by Administrative Agent, the Loan Party holding such Security Document in accordance Equity Interests shall, except during a Collateral Suspension Period, enter into a Foreign Pledge Agreement with requirements of applicable law, including the filing of financing statements in respect to such jurisdictions Equity Interests and take such other actions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as for purposes of ensuring that the Administrative Agent or has a valid and perfected security interest therein under the Collateral Agent shall reasonably require to confirm the validity, perfection and priority laws of the Lien jurisdiction of organization of the Security Documents on such after-acquired propertiesapplicable Foreign Subsidiary. (j) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (ii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agent, the Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (i) and (ii) above, or (iii) any Subsidiary or asset with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto is excessive in relation to the value of the security afforded thereby. (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.

Further Assurances; Additional Security and Guarantees. (a) Promptly executeThe Borrowers shall, and use commercially reasonable efforts to shall cause the execution ofeach applicable Subsidiary to, any and all further documents, financing statements, agreements and instruments, and take, or use commercially reasonable efforts to cause the taking of, all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, vessel mortgages, deeds of covenants and other documents and recordings of Liens in stock, or any other, registries), that may be required under any applicable law, or that the Collateral Agent may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of Borrowers’ expense, comply with the Borrower, and provide to the Collateral Agent from time to time upon reasonable request requirements of the Collateral Agent, evidence Documents and take all action reasonably satisfactory requested by the Administrative Agent to carry out more effectively the purposes of the Collateral Agent as to the perfection and priority of the Liens created or intended to be created Documents (including, without limitation, any such action reasonably requested by the Security DocumentsAdministrative Agent in connection with the delivery by the Borrower of any Perfection Certificate Supplement). (b) [Reserved].Following the Original Closing Date, upon the formation or acquisition of any Specified Domestic Subsidiary by the Company or any Subsidiary or upon any Subsidiary becoming a Specified Domestic Subsidiary, the Company shall within thirty (30) days after such formation or acquisition or such time as any Subsidiary becomes a Specified Domestic Subsidiary or such longer period as may be reasonably acceptable to the Administrative Agent: (ci) [Reserved].cause such Specified Domestic Subsidiary to deliver a Perfection Certificate Supplement to the Administrative Agent; (dii) [Reserved].cause such Specified Domestic Subsidiary to execute a joinder to the Guarantee Agreement and the U.S. Pledge Agreement; (eiii) As a condition precedent cause all intercompany notes (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to the occurrence of any transaction permitted under this Agreement effecting a change in the holder of any Equity Interests in the such Specified Domestic Subsidiary Guarantor, ensure that each resulting new holder of any Equity Interests in the Subsidiary Guarantor shall have executed and to be delivered to the Administrative Agent and the Collateral Agent a replacement Subsidiary Guarantor Pledge Agreement (or other documentation satisfactory to the Administrative Agent evidencing such new holder’s pledge of all Equity Interests in the Subsidiary Guarantor on substantially the same terms as the existing Subsidiary Guarantor Pledge Agreement with respect to the Subsidiary Guarantor) prior to or not later than simultaneously with the occurrence of the relevant transaction, together with (i) to the extent requested by the Administrative Agent, favorable written opinions of counsel covering such matters relating to such replacement Subsidiary Guarantor Pledge Agreement as the Administrative Agent shall reasonably request or other documentation and such other matters as the Administrative Agent may reasonably request and (ii) delivery to the Collateral Agent of the certificates or other instruments, if any, representing all of the Equity Interests of the Subsidiary, together with stock powers or instruments of transfer executed and delivered in blank.blank by a duly authorized officer of such Specified Domestic Subsidiary; (fiv) Provide not less cause all certificates representing Equity Interests held of record by such Specified Domestic Subsidiary (other than 10 days prior written notice Excluded Equity Interests) to be delivered to the Administrative Agent, together with appropriately completed stock powers or other instruments of transfer executed in blank by a duly authorized officer of such Specified Domestic Subsidiary; provided that in the Subsidiary Guarantor’s intent to re-register the Mortgaged Vessel under the laws case of Equity Interests of a Permitted Flag Jurisdiction other than the jurisdiction in which the Mortgaged Vessel was registered on the Closing Date (or any subsequent re-registration permitted by this Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement); and, as conditions precedent to any such re-registration, the Subsidiary Guarantor certificates and stock powers shall promptly grant to the Collateral Agent (or to Bank of America as mortgage trustee, as applicable) a security interest in and deliver an acceptable vessel mortgage governed by the laws of the new Permitted Flag Jurisdiction together with any deed of covenants, mortgage supplement or other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (or mortgage trustee, as applicable) required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. The Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent (or mortgage trustee, as applicable) such other documents as the Collateral Agent (or mortgage trustee, as applicable)shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation (including an opinion from local counsel acceptable to the Collateral Agent (or mortgage trustee, as applicable), which opinion is in form and substance reasonably satisfactory to the Collateral Agent (or mortgage trustee, as applicable) in respect of such vessel mortgage and any related supplementary documentation). (g) Provide not less than 10 days prior written notice of the Subsidiary Guarantor’s intent to transfer the Mortgaged Vessel to any other Material Subsidiary organized in the United States, Bermuda, the Isle of Man or any other jurisdiction approved by the Administrative Agent (such approval not to be withheld unreasonably) (the “Transferee Subsidiary”) (a “Permitted Vessel Transfer”); and, as conditions precedent to any Permitted Vessel Transfer, the Transferee Subsidiary shall (w) execute and deliver a signed counterpart to the Collateral Agreement delivered to the Administrative Agent and to the Collateral Agent together with the documents that the Transferee Subsidiary would have been extent required to deliver pursuant to Section 4.02(c)such Foreign Pledge Agreement; and (v) if requested by the Administrative Agent, (d) (without giving effect deliver a customary opinion of counsel to the proviso therein) and (i), mutatis mutandis, had it been a Loan Party on the Closing Date, in each case certified or otherwise in the form required thereunder, (x) cause the Collateral and Guarantee Requirement to be satisfied Borrower with respect to the Transferee Subsidiary guarantee and with respect to security provided by such Specified Domestic Subsidiary. (c) If, following the Original Closing Date, the Company or any Guarantor shall: (i) acquire any Equity Interests in the Transferee Subsidiary, (y) the promptly grant to the Collateral Agent a security interest in and deliver an acceptable vessel mortgage together with any deed of covenants, vessel mortgage, earnings assignments, insurance assignments, and other customary related supplementary documentation, which vessel mortgage together with any such supplementary documentation shall constitute a valid and enforceable perfected first priority Lien subject only to Permitted Liens and (z) provide all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act. Such vessel mortgage and supplementary documentation shall be duly registered, filed or recorded, as appropriate, in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to such vessel mortgage and supplementary documentation and all taxes, fees and other charges payable in connection therewith shall be paid by the Subsidiary Guarantor in full. Such Subsidiary Guarantor shall otherwise take such other actions and execute and/or deliver to the Collateral Agent such other documents as the Collateral Agent shall require in its reasonable discretion to confirm the validity, perfection and priority of the Lien of any new vessel mortgage and any related supplementary documentation Subsidiary (including an opinion from local counsel other than Excluded Equity Interests), such Loan Party shall (within thirty (30) days after such acquisition or such longer period as may be reasonably acceptable to the Collateral Administrative Agent, which opinion is in form and substance reasonably satisfactory ) cause such Equity Interests to be delivered to the Collateral Administrative Agent together with appropriately completed stock powers or other instruments of transfer executed in respect blank by a duly authorized officer of such vessel mortgage Loan Party; provided that in the case of Equity Interests of a Foreign Subsidiary that are also pledged pursuant to a Foreign Pledge Agreement, such certificates and stock powers shall only be required to be delivered to the Administrative Agent to the extent required pursuant to such Foreign Pledge Agreement; or (ii) acquire any related supplementary documentation)intercompany note (other than Excluded Intercompany Notes) owing from any Foreign Subsidiary or Foreign Holding Company to such Loan Party, such Loan Party shall (within thirty (30) days after such acquisition or such longer period as may be reasonably acceptable to the Administrative Agent) deliver such intercompany note to the Administrative Agent together with an appropriately completed instrument of transfer executed and delivered in blank by a duly authorized officer of such Loan Party. (id) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s or Material Subsidiary’s legal nameThe Borrowers shall, (B) in any Loan Party’s or Material Subsidiary’s identity or organizational structure, (C) in any Loan Party’s or Material Subsidiary’s organizational identification number or (D) in any Loan Party’s “location” within the meaning of Section 9-307 of the Uniform Commercial Code; provided that no Loan Party shall effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or other applicable law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral for the benefit of the Secured Parties with the priority intended under the Collateral and Guarantee Requirement and (ii) promptly notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed. (i) Subject to this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event within 30 days after the acquisition thereof Restatement Effective Date (or such longer period later date as may be agreed by the Administrative Agent shall agree in its reasonable discretionAgent) and at all times therefter, ensure that (i) execute the material assets and deliver to operations acquired in the Administrative Agent and the Collateral Agent such amendments Acquisition that are not owned directly by a Loan Party are owned, directly or supplements to the relevant Security Documents indirectly, by a Foreign Subsidiary or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit a Foreign Holding Company at least 65% of the other Secured Parties, a Lien on such property subject Equity Interests of which (or at least 55% in the case of any PECs) are pledged to no Liens other than Permitted Liens, secure the Obligations and (ii) use commercially reasonable efforts for so long as any European Obligations remain outstanding, all of the Equity Interests of a Foreign Subsidiary or Foreign Holding Company which owns, directly or indirectly, the material assets and operations acquired in the Acquisition that are not owned directly by any Loan Party are pledged to cause such Lien secure the European Obligations. (e) If any of the Equity Interests required to be duly perfected pledged pursuant to Section 5.09(b), (c) or (d) constitute Equity Interests of a Foreign Subsidiary, then, if requested by the extent required by Administrative Agent, the Loan Party holding such Security Document in accordance Equity Interests shall enter into a Foreign Pledge Agreement with requirements of applicable law, including the filing of financing statements in respect to such jurisdictions Equity Interests and take such other actions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as for purposes of ensuring that the Administrative Agent or has a valid and perfected security interest therein under the Collateral Agent shall reasonably require to confirm the validity, perfection and priority laws of the Lien jurisdiction of organization of the Security Documents on such after-acquired propertiesapplicable Foreign Subsidiary. (jf) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 need not be satisfied with respect to (i) any Equity Interests owned or acquired after the Closing Date (other than, in the case of any person which is a Subsidiary of the Subsidiary Guarantor, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with this Agreement if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (ii) any assets acquired after the Closing Date, to the extent that, and for so long as, taking such actions would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets (except in the case of assets acquired with Indebtedness permitted pursuant to Section 6.01(i) or 6.01(r) (if of the type permitted by Section 6.01(i)) that is secured by a Permitted Lien); provided, that, upon the reasonable request of the Collateral Agent, the Company Borrowers shall, and shall cause any applicable each Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of comply with the types described in clauses (i) terms and (ii) above, or (iii) any Subsidiary or asset with respect to which the Administrative Agent determines in writing in its reasonable discretion that the cost of the satisfaction of the Collateral and Guarantee Requirement or the provisions of this Section 5.10 or of any Security Document with respect thereto is excessive in relation to the value of the security afforded therebyconditions set forth on Schedule 5.09(f). (k) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, neither the Borrower nor any of its Subsidiaries shall be required to enter into any Control Agreement.