Common use of MAJEURE Clause in Contracts

MAJEURE. Tug Interests shall not be responsible or liable for any expense, loss, damage or claim whatsoever caused by or resulting from delays, failures or omission hereunder in the performance of services due to strikes, lockouts, labor disturbances, riots, fire, earthquakes, storms, lightning, pandemics, epidemics, war, disorders, acts of God, acts of the public enemy, port congestion, mechanical breakdowns, shortage of Tugs, priorities in service, pilot requests, unusual tidal conditions or any other cause whatever beyond their control. 5 DAMAGE CLAIM TIME LIMITS AND FORUM a) OWNERS shall notify XXXXX of any damage to the Vessel allegedly attributable to Tug Interests. Such notice shall be in writing and shall be delivered as soon as practicable, but not later than forty-eight (48) hours following occurrence. XXXXX shall be afforded an opportunity to inspect or survey such damage before the Vessel leaves port. Any action in any forum to recover damages from Tug Interests, or any of them, shall be commenced within one year after the occurrence giving rise to the claim, failing which said claim shall be deemed waived. b) This Schedule shall be governed by and construed in accordance with the Maritime Law of the United States and, to the extent not in conflict therewith, by the laws of the state of New York, excluding its conflict of laws rules. The parties agree that any proceeding involving this Schedule or the Services performed hereunder shall be brought in the United States District Court for the Southern District of New York or, if said court shall not have jurisdiction thereof, then in a state court of competent jurisdiction sitting in New York County, New York. TUG INTERESTS AND OWNERS IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR DISPUTE ARISING IN WHOLE OR IN PART OUT OF THE TERMS AND CONDITIONS OF THIS CONTRACT OR THE PROVISION OF SERVICES HEREUNDER. 6 LIMITATION OF LIABILITY a) The furnishing of any service or anything done by XXXXX in connection therewith shall not be construed to be or to give rise to a personal contract, and it is understood that Tug Interests, shall have the benefit of all exemptions from, and limitations of, liability to which an owner of a vessel is entitled under the Limitation of Liability Statutes of the United States. XXXXX WARRANTS THE EXERCISE OF REASONABLE CARE IN THE PERFORMANCE OF SERVICES BUT DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF WORKMANLIKE SERVICE. b) Unless entitled to immunity or to defenses to, exemptions from and limitations of liability provided under this Schedule or under any applicable law, rule or regulation that would reduce their liability to an amount less than that hereinafter set forth, Tug Interests shall be liable, only to the extent of their negligence, which negligence shall not be assumed but shall be affirmatively proven, for claims, demands, causes of action, liabilities, penalties and costs (including third party claims) arising out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services pursuant to this Schedule up to a maximum aggregate amount of two hundred fifty thousand dollars (U. S. $250,000.00). OWNERS understand and agree that Xxx services provided hereunder are rendered at all times under the supervision and command of OWNERS’ servants, (including the Master of the Vessel being assisted and docking pilots), or of State pilots, none of whose actions or inactions may be imputed to the Tug Interests. OWNERS further understand and agree that the rates charged by or on behalf of XXXXX for Tug or other services are predicated upon the limitations of liability and the indemnities set forth in this Schedule. Should OWNERS desire that Tug Interests retain liability in excess of two hundred fifty thousand dollars (U.S. $250,000.00) they must notify XXXXX in writing, whereupon XXXXX will quote rates for Tug or other services provided hereunder predicated on higher liability limits. Any such quote must be accepted by OWNERS in writing at least twenty-four (24) hours prior to commencement of Tug services to the Vessel, failing which the rates and liability limitations otherwise provided herein shall prevail. Nothing herein shall be construed to waive or limit the right of Tug Interests to assert any defenses to liability available to them or to avail themselves of any rights of limitation or exemption from liability under any applicable law, rule, or regulation. c) OWNERS and any Xxxxxx assisted hereunder assume all risk of, and shall indemnify Tug Interests from and against, any and all loss or damage sustained by OWNERS, by Tug Interests or by any other vessel, property or person that results from the parting, heaving or sudden movement of any hawser or other line, by whomsoever furnished or howsoever caused. d) Notwithstanding anything to the contrary in this Schedule or elsewhere, OWNERS understand and agree that the rates charged hereunder are also predicated on agreement that the Tug Interests shall have no liability for any consequential, punitive, exemplary or special damages of any kind howsoever arising. e) OWNERS agree to indemnify, defend and hold harmless the Tug Interests from and against any and all claims, demands, causes of action, liabilities and costs (including attorneys’ fees, penalties, fines and third party claims of whatever nature) that are attributable to the acts or omissions, whether or not negligent, of the Tug Interests, or any of them, or to the unseaworthiness of any Tug and which arise out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services pursuant to this Schedule to the extent that they exceed, in the aggregate, the applicable amounts set forth in subparagraph 6(b) above. The parties intend for this indemnity to apply in all instances including, without limitation, allision, collision, personal injury, fire, explosion, grounding, fuel spills or other pollution incidents (including, without limitation, penalties and obligations arising out of violation of any applicable pollution law or regulation or being named a responsible party thereunder) and third-party claims. OWNERS warrant that they possess sufficient and adequate insurance on the Vessels assisted pursuant to this Schedule, including hull and machinery, P&I, cargo and pollution coverage to comply with all applicable laws and to respond for any losses arising out of or connected in any way with the Tug or other services provided hereunder, with all rights of subrogation for losses under said insurances waived as to Tug Interests and with Tug Interests entitled to all benefits of a named assured or joint member, as applicable, under said insurances, which shall be primary to any insurances maintained by Tug Interests. f) Nothing herein shall preclude XXXXX from recovering from any party responsible for any damages sustained by any Tug providing service hereunder. 7 PILOTAGE a) XXXXX does not furnish pilots or pilotage, so that whenever any licensed pilot, or a captain of any Tug which is furnished to or is engaged in the service of assisting a Vessel participates in directing the navigation of such Vessel, or in directing the assisting Tugs from on board such Vessel or from elsewhere, it is agreed that he becomes the borrowed servant of the Vessel assisted and OWNERS for all purposes and in every respect, the pilot’s services while so engaged being the work of the Vessel assisted and OWNERS and being subject to the exclusive supervision and control of the Vessel's master or OWNERS’ other command personnel aboard. Any such service performed by any such person is beyond the scope of his employment, if any, for XXXXX and OWNERS shall indemnify, defend and hold harmless Tug Interests for any and all damages arising out of any act or omission of any such person. The provisions of this paragraph may not be changed or modified in any manner whatsoever except by written instrument signed by an officer of XXXXX. b) With respect to Vessels that are not owned by the person or company ordering the Tug service, it is understood and agreed that such person or company warrants that it has authority to bind the Vessel owners/operators to all the provisions of this Schedule and agrees to indemnify and hold Tug Interests harmless from all damages and expenses that may be sustained or incurred in the event and in consequence of such person or company not having such authority. c) In consideration of XXXXX transporting a pilot without charge to and/or from the Vessel being assisted hereunder, OWNERS agree that they shall indemnify, defend, and hold harmless Tug Interests from and against any and all claims, demands, causes of actions, liabilities and costs (including attorney’s fees) incurred in connection with or arising out of any claim by or on behalf of a pilot for personal injury or death sustained while being transported by XXXXX to or from the Vessel being assisted, excepting only any injury sustained by said pilot to the extent attributable to the gross or willful negligence of XXXXX. As used herein, the term “being transported by XXXXX” shall include, without limitation, all time when the pilot is (i) present on XXXXX’x shoreside premises enroute to or from the Vessel being assisted and (ii) boarding, on board or disembarking from a Tug or other vessel supplied by or on behalf of XXXXX. As used herein, the term “pilot” shall also include any assistant pilot, trainee, or other person who may accompany the pilot in any capacity.

MAJEURE. Tug Interests shall not be responsible or liable for any expense, loss, damage or claim whatsoever caused by or resulting from delays, failures or omission hereunder in the performance of services due to strikes, lockouts, labor disturbances, riots, fire, earthquakes, storms, lightning, pandemics, epidemics, war, disorders, acts of God, acts of the public enemy, port congestion, mechanical breakdowns, shortage of Tugs, priorities in service, pilot requests, unusual tidal conditions or any other cause whatever beyond their control. 5 DAMAGE CLAIM TIME LIMITS AND FORUM a) OWNERS shall notify XXXXX of any damage to the Vessel allegedly attributable to Tug Interests. Such notice shall be in writing and shall be delivered as soon as practicable, but not later than forty-eight (48) hours following occurrence. XXXXX shall be afforded an opportunity to inspect or survey such damage before the Vessel leaves port. .. Any action in any forum to recover damages from Tug Interests, or any of them, shall be commenced within one year after the occurrence giving rise to the claim, failing which said claim shall be deemed waived. b) This Schedule shall be governed by and construed in accordance with the Maritime Law of the United States and, to the extent not in conflict therewith, by the laws of the state of New York, excluding its conflict of laws rules. The parties agree that any proceeding involving this Schedule or the Services performed hereunder shall be brought in the United States District Court for the Southern District of New York or, if said court shall not have jurisdiction thereof, then in a state court of competent jurisdiction sitting in New York County, New York. TUG INTERESTS AND OWNERS IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR DISPUTE ARISING IN WHOLE OR IN PART OUT OF THE TERMS AND CONDITIONS OF THIS CONTRACT OR THE PROVISION OF SERVICES HEREUNDER. 6 LIMITATION OF LIABILITY a) The furnishing of any service or anything done by XXXXX in connection therewith shall not be construed to be or to give rise to a personal contract, and it is understood that Tug Interests, shall have the benefit of all exemptions from, and limitations of, liability to which an owner of a vessel is entitled under the Limitation of Liability Statutes of the United States. XXXXX WARRANTS THE EXERCISE OF REASONABLE CARE IN THE PERFORMANCE OF SERVICES BUT DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF WORKMANLIKE SERVICE. b) Unless entitled to immunity or to defenses to, exemptions from and limitations of liability provided under this Schedule or under any applicable law, rule or regulation that would reduce their liability to an amount less than that hereinafter set forth, Tug Interests shall be liable, only to the extent of their negligence, which negligence shall not be assumed but shall be affirmatively proven, for claims, demands, causes of action, liabilities, penalties and costs (including third party claims) arising out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services pursuant to this Schedule up to a maximum aggregate amount of two hundred fifty thousand dollars (U. S. $250,000.00). OWNERS understand and agree that Xxx services provided hereunder are rendered at all times under the supervision and command of OWNERS’ servants, (including the Master of the Vessel being assisted and docking pilots), or of State pilots, none of whose actions or inactions may be imputed to the Tug Interests. OWNERS further understand and agree that the rates charged by or on behalf of XXXXX for Tug or other services are predicated upon the limitations of liability and the indemnities set forth in this Schedule. Should OWNERS desire that Tug Interests retain liability in excess of two hundred fifty thousand dollars (U.S. $250,000.00) they must notify XXXXX in writing, whereupon XXXXX will quote rates for Tug or other services provided hereunder predicated on higher liability limits. Any such quote must be accepted by OWNERS in writing at least twenty-four (24) hours prior to commencement of Tug services to the Vessel, failing which the rates and liability limitations otherwise provided herein shall prevail. Nothing herein shall be construed to waive or limit the right of Tug Interests to assert any defenses to liability available to them or to avail themselves of any rights of limitation or exemption from liability under any applicable law, rule, or regulation. c) OWNERS and any Xxxxxx assisted hereunder assume all risk of, and shall indemnify Tug Interests from and against, any and all loss or damage sustained by OWNERS, by Tug Interests or by any other vessel, property or person that results from the parting, heaving or sudden movement of any hawser or other line, by whomsoever furnished or howsoever caused. d) Notwithstanding anything to the contrary in this Schedule or elsewhere, OWNERS understand and agree that the rates charged hereunder are also predicated on agreement that the Tug Interests shall have no liability for any consequential, punitive, exemplary or special damages of any kind howsoever arising. e) OWNERS agree to indemnify, defend and hold harmless the Tug Interests from and against any and all claims, demands, causes of action, liabilities and costs (including attorneys’ fees, penalties, fines and third party claims of whatever nature) that are attributable to the acts or omissions, whether or not negligent, of the Tug Interests, or any of them, or to the unseaworthiness of any Tug and which arise out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services pursuant to this Schedule to the extent that they exceed, in the aggregate, the applicable amounts set forth in subparagraph 6(b) above. The parties intend for this indemnity to apply in all instances including, without limitation, allision, collision, personal injury, fire, explosion, grounding, fuel spills or other pollution incidents (including, without limitation, penalties and obligations arising out of violation of any applicable pollution law or regulation or being named a responsible party thereunder) and third-party claims. OWNERS warrant that they possess sufficient and adequate insurance on the Vessels assisted pursuant to this Schedule, including hull and machinery, P&I, cargo and pollution coverage to comply with all applicable laws and to respond for any losses arising out of or connected in any way with the Tug or other services provided hereunder, with all rights of subrogation for losses under said insurances waived as to Tug Interests and with Tug Interests entitled to all benefits of a named assured or joint member, as applicable, under said insurances, which shall be primary to any insurances maintained by Tug Interests. f) Nothing herein shall preclude XXXXX from recovering from any party responsible for any damages sustained by any Tug providing service hereunder. 7 PILOTAGE a) XXXXX does not furnish pilots or pilotage, so that whenever any licensed pilot, or a captain of any Tug which is furnished to or is engaged in the service of assisting a Vessel participates in directing the navigation of such Vessel, or in directing the assisting Tugs from on board such Vessel or from elsewhere, it is agreed that he becomes the borrowed servant of the Vessel assisted and OWNERS for all purposes and in every respect, the pilot’s services while so engaged being the work of the Vessel assisted and OWNERS and being subject to the exclusive supervision and control of the Vessel's master or OWNERS’ other command personnel aboard. Any such service performed by any such person is beyond the scope of his employment, if any, for XXXXX and OWNERS shall indemnify, defend and hold harmless Tug Interests for any and all damages arising out of any act or omission of any such person. The provisions of this paragraph may not be changed or modified in any manner whatsoever except by written instrument signed by an officer of XXXXX. b) With respect to Vessels that are not owned by the person or company ordering the Tug service, it is understood and agreed that such person or company warrants that it has authority to bind the Vessel owners/operators to all the provisions of this Schedule and agrees to indemnify and hold Tug Interests harmless from all damages and expenses that may be sustained or incurred in the event and in consequence of such person or company not having such authority. c) In consideration of XXXXX transporting a pilot without charge to and/or from the Vessel being assisted hereunder, OWNERS agree that they shall indemnify, defend, and hold harmless Tug Interests from and against any and all claims, demands, causes of actions, liabilities and costs (including attorney’s fees) incurred in connection with or arising out of any claim by or on behalf of a pilot for personal injury or death sustained while being transported by XXXXX to or from the Vessel being assisted, excepting only any injury sustained by said pilot to the extent attributable to the gross or willful negligence of XXXXX. As used herein, the term “being transported by XXXXX” shall include, without limitation, all time when the pilot is (i) present on XXXXX’x shoreside premises enroute to or from the Vessel being assisted and (ii) boarding, on board or disembarking from a Tug or other vessel supplied by or on behalf of XXXXX. As used herein, the term “pilot” shall also include any assistant pilot, trainee, or other person who may accompany the pilot in any capacity.

MAJEURE. Tug Interests Buyer shall not be responsible or liable for failure to perfom1 any expenseof its obligations, lossother than making payments due under Section 2, damage during any period in which performance is prevented, in whole or claim whatsoever caused in part, by or resulting from delayscauses herein termed Force Majeure. For purposes of this Agreement, failures or omission hereunder in the performance of services due to strikes, lockouts, termed "Force Majeure" shall include labor disturbances, riots, fire, earthquakes, storms, lightning, pandemics, epidemics, war, disorders, disputes; acts of God; action of the elements, including inclement weather, floods, slides, cave-ins, sinkholes, earthquakes and drought; laws, rules, regulations, orders, directives and requests of governmental bodies or agencies; acts of the public enemywar or conditions arising out of or attributable to war, port congestion, mechanical breakdowns, shortage of Tugs, priorities in service, pilot requests, unusual tidal conditions whether declared or undeclared: riot; civil strife; fire; explosion; or any other cause whatever beyond their control. 5 DAMAGE CLAIM TIME LIMITS AND FORUM a) OWNERS shall notify XXXXX of any damage whether similar or dissimilar to the Vessel allegedly attributable foregoing. except for the inability to Tug Interestsmeet financial commitments. Such If Buyer invokes the provisions of this Section, Buyer shall give notice of the commencement of the circumstances giving rise to such Force Majeure. The time for discharging Buyer's obligations with respect to the prevented Billali Jxx Xxxx, Imperial Mine Purchase Agreement January 2019 performance, or the time within which Buyer must undertake or complete any activity, shall then be extended for the period of Force Majeure. 9NOTICES AND METHODS OF MAKING PAYMENTS A Notices. Any required notice or communication shall be in writing and shall be effective when personally delivered as soon as practicable, but not later than forty-eight (48including delivery by express courier service) hours to the following occurrence. XXXXX shall be afforded an opportunity to inspect or survey such damage before the Vessel leaves port. Any action in any forum to recover damages from Tug Interestsaddresses, or any of themwhen addressed as follows and deposited, shall be commenced within one year after the occurrence giving rise to the claimpostage prepaid, failing which said claim shall be deemed waived. b) This Schedule shall be governed by and construed in accordance with the Maritime Law of the United States and, to the extent not in conflict therewith, by the laws of the state of New York, excluding its conflict of laws rules. The parties agree that any proceeding involving this Schedule or the Services performed hereunder shall be brought in the United States District Court mail for certified delive1y: If to Seller:Billali Mine LLC J X Imperial, LLC P.X. Xxx 000 Xxxxxx, XX 00000, and Billali Mine LLC P.X. Xxx 000 Xxxxxx, XX 00000 If to Buyer:Mineral Acquisitions, LLC P.X. Xxx00000 Xxxxxxxxxxx, Xxx Xxxxxx 00000 Either party may, by notice to the Southern District other given as aforesaid, change its mailing address for future notices. 10CONFIDENTIALITY Seller shall not, without the express written consent of New York or, if said court shall Buyer not have jurisdiction thereof, then in a state court of competent jurisdiction sitting in New York County, New York. TUG INTERESTS AND OWNERS IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR DISPUTE ARISING IN WHOLE OR IN PART OUT OF THE TERMS AND CONDITIONS OF THIS CONTRACT OR THE PROVISION OF SERVICES HEREUNDER. 6 LIMITATION OF LIABILITY a) The furnishing of any service or anything done by XXXXX in connection therewith shall not be construed to be unreasonably withheld, disclose any information concerning the terms of this or to give rise to a personal contract, and it is understood that Tug Interests, shall have the benefit of all exemptions from, and limitations of, liability to which an owner of a vessel is entitled under the Limitation of Liability Statutes of the United States. XXXXX WARRANTS THE EXERCISE OF REASONABLE CARE IN THE PERFORMANCE OF SERVICES BUT DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF WORKMANLIKE SERVICE. b) Unless entitled to immunity or to defenses to, exemptions from and limitations of liability provided operations conducted under this Schedule or under any applicable law, rule or regulation Agreement (except information and data that would reduce their liability to an amount less than that hereinafter set forth, Tug Interests shall be liable, only is generally available to the extent of their negligence, which negligence shall not be assumed but shall be affirmatively proven, for claims, demands, causes of action, liabilities, penalties and costs (including third party claims) arising out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services pursuant to this Schedule up to a maximum aggregate amount of two hundred fifty thousand dollars (U. S. $250,000.00). OWNERS understand and agree that Xxx services provided hereunder are rendered at all times under the supervision and command of OWNERS’ servants, (including the Master of the Vessel being assisted and docking pilotspublic), or of State pilots, none of whose actions or inactions may be imputed to the Tug Interestsnor issue any press releases concerning suchinfo1mation. OWNERS further understand and agree that the rates charged by or on behalf of XXXXX for Tug or other services are predicated upon the limitations of liability and the indemnities set forth in this Schedule. Should OWNERS desire that Tug Interests retain liability in excess of two hundred fifty thousand dollars (U.S. $250,000.00) they must notify XXXXX in writing, whereupon XXXXX will quote rates for Tug or other services provided hereunder predicated on higher liability limits. Any such quote must be accepted by OWNERS in writing at least twenty-four (24) hours prior to commencement of Tug services to the Vessel, failing which the rates and liability limitations otherwise provided herein shall prevail. Nothing herein shall be construed to waive or limit the right of Tug Interests to assert any defenses to liability available to them or to avail themselves of any rights of limitation or exemption from liability under any applicable law, rule, or regulation. c) OWNERS and any Xxxxxx assisted hereunder assume all risk of, and shall indemnify Tug Interests from and against, any and all loss or damage sustained by OWNERS, by Tug Interests or by any other vessel, property or person that results from the parting, heaving or sudden movement of any hawser or other line, by whomsoever furnished or howsoever caused. d) Notwithstanding anything to the contrary in this Schedule or elsewhere, OWNERS understand and agree that the rates charged hereunder are also predicated on agreement that the Tug Interests shall have no liability for any consequential, punitive, exemplary or special damages of any kind howsoever arising. e) OWNERS agree to indemnify, defend and hold harmless the Tug Interests from and against any and all claims, demands, causes of action, liabilities and costs (including attorneys’ fees, penalties, fines and third party claims of whatever nature) that are attributable to the acts or omissions, whether or not negligent, of the Tug Interests, or any of them, or to the unseaworthiness of any Tug and which arise out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services pursuant to this Schedule to the extent that they exceed, in the aggregate, the applicable amounts set forth in subparagraph 6(b) above. The parties intend for this indemnity to apply in all instances including, without limitation, allision, collision, personal injury, fire, explosion, grounding, fuel spills or other pollution incidents (including, without limitation, penalties and obligations arising out of violation of any applicable pollution law or regulation or being named a responsible party thereunder) and third-party claims. OWNERS warrant that they possess sufficient and adequate insurance on the Vessels assisted pursuant to this Schedule, including hull and machinery, P&I, cargo and pollution coverage to comply with all applicable laws and to respond for any losses arising out of or connected in any way with the Tug or other services provided hereunder, with all rights of subrogation for losses under said insurances waived as to Tug Interests and with Tug Interests entitled to all benefits of a named assured or joint member, as applicable, under said insurances, which shall be primary to any insurances maintained by Tug Interests. f) Nothing herein shall preclude XXXXX from recovering from any party responsible for any damages sustained by any Tug providing service hereunder. 7 PILOTAGE a) XXXXX does not furnish pilots or pilotage, so that whenever any licensed pilot, or a captain of any Tug which is furnished to or is engaged in the service of assisting a Vessel participates in directing the navigation of such Vessel, or in directing the assisting Tugs from on board such Vessel or from elsewhere, it is agreed that he becomes the borrowed servant of the Vessel assisted and OWNERS for all purposes and in every respect, the pilot’s services while so engaged being the work of the Vessel assisted and OWNERS and being subject to the exclusive supervision and control of the Vessel's master or OWNERS’ other command personnel aboard. Any such service performed by any such person is beyond the scope of his employment, if any, for XXXXX and OWNERS shall indemnify, defend and hold harmless Tug Interests for any and all damages arising out of any act or omission of any such person. The provisions of this paragraph may not be changed or modified in any manner whatsoever except by written instrument signed by an officer of XXXXX. b) With respect to Vessels that are not owned by the person or company ordering the Tug service, it is understood and agreed that such person or company warrants that it has authority to bind the Vessel owners/operators to all the provisions of this Schedule and agrees to indemnify and hold Tug Interests harmless from all damages and expenses that may be sustained or incurred in the event and in consequence of such person or company not having such authority. c) In consideration of XXXXX transporting a pilot without charge to and/or from the Vessel being assisted hereunder, OWNERS agree that they shall indemnify, defend, and hold harmless Tug Interests from and against any and all claims, demands, causes of actions, liabilities and costs (including attorney’s fees) incurred in connection with or arising out of any claim by or on behalf of a pilot for personal injury or death sustained while being transported by XXXXX to or from the Vessel being assisted, excepting only any injury sustained by said pilot to the extent attributable to the gross or willful negligence of XXXXX. As used herein, the term “being transported by XXXXX” shall include, without limitation, all time when the pilot is (i) present on XXXXX’x shoreside premises enroute to or from the Vessel being assisted and (ii) boarding, on board or disembarking from a Tug or other vessel supplied by or on behalf of XXXXX. As used herein, the term “pilot” shall also include any assistant pilot, trainee, or other person who may accompany the pilot in any capacity.11MISCELLANEOUS

MAJEURE. Tug Interests shall not be responsible Any prevention, delay or liable for any expense, loss, damage or claim whatsoever caused by or resulting from delays, failures or omission hereunder in the performance of services stoppage due to strikes, lockouts, labor disturbances, riots, fire, earthquakes, storms, lightning, pandemics, epidemics, war, disordersdisputes, acts of God, acts inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, and other causes beyond the reasonable control of the public enemyparty obligated to perform, port congestion, mechanical breakdowns, shortage of Tugs, priorities in service, pilot requests, unusual tidal conditions or any other cause whatever beyond their control. 5 DAMAGE CLAIM TIME LIMITS AND FORUM a) OWNERS shall notify XXXXX of any damage except with respect to the Vessel allegedly attributable obligations imposed with regard to Tug Interests. Such notice shall be in writing Rent and shall be delivered as soon as practicable, but not later than forty-eight (48) hours following occurrence. XXXXX shall be afforded an opportunity to inspect or survey such damage before the Vessel leaves port. Any action in any forum to recover damages from Tug Interests, or any of them, shall be commenced within one year after the occurrence giving rise to the claim, failing which said claim shall be deemed waived. b) This Schedule shall be governed by and construed in accordance with the Maritime Law of the United States and, to the extent not in conflict therewith, by the laws of the state of New York, excluding its conflict of laws rules. The parties agree that any proceeding involving this Schedule or the Services performed hereunder shall be brought in the United States District Court for the Southern District of New York or, if said court shall not have jurisdiction thereof, then in a state court of competent jurisdiction sitting in New York County, New York. TUG INTERESTS AND OWNERS IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR DISPUTE ARISING IN WHOLE OR IN PART OUT OF THE TERMS AND CONDITIONS OF THIS CONTRACT OR THE PROVISION OF SERVICES HEREUNDER. 6 LIMITATION OF LIABILITY a) The furnishing of any service or anything done by XXXXX in connection therewith shall not be construed other charges to be or to give rise to a personal contract, and it is understood that Tug Interests, shall have the benefit of all exemptions from, and limitations of, liability to which an owner of a vessel is entitled under the Limitation of Liability Statutes of the United States. XXXXX WARRANTS THE EXERCISE OF REASONABLE CARE IN THE PERFORMANCE OF SERVICES BUT DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF WORKMANLIKE SERVICE. b) Unless entitled to immunity or to defenses to, exemptions from and limitations of liability provided under this Schedule or under any applicable law, rule or regulation that would reduce their liability to an amount less than that hereinafter set forth, Tug Interests shall be liable, only to the extent of their negligence, which negligence shall not be assumed but shall be affirmatively proven, for claims, demands, causes of action, liabilities, penalties and costs (including third party claims) arising out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services paid by Tenant pursuant to this Schedule up Lease and except with respect to a maximum aggregate amount of two hundred fifty thousand dollars (U. S. $250,000.00). OWNERS understand and agree that Xxx services provided hereunder are rendered at all times Tenant’s obligations under the supervision Tenant Work Letter and command of OWNERS’ servantsLandlord’s obligations to timely pay any amounts due from Landlord under this Lease (collectively, (including the Master of the Vessel being assisted and docking pilots“Force Majeure”), or of State pilots, none of whose actions or inactions may be imputed to the Tug Interests. OWNERS further understand and agree that the rates charged by or on behalf of XXXXX for Tug or other services are predicated upon the limitations of liability and the indemnities set forth in this Schedule. Should OWNERS desire that Tug Interests retain liability in excess of two hundred fifty thousand dollars (U.S. $250,000.00) they must notify XXXXX in writing, whereupon XXXXX will quote rates for Tug or other services provided hereunder predicated on higher liability limits. Any such quote must be accepted by OWNERS in writing at least twenty-four (24) hours prior to commencement of Tug services to the Vessel, failing which the rates and liability limitations otherwise provided herein shall prevail. Nothing herein shall be construed to waive or limit the right of Tug Interests to assert any defenses to liability available to them or to avail themselves of any rights of limitation or exemption from liability under any applicable law, rule, or regulation. c) OWNERS and any Xxxxxx assisted hereunder assume all risk of, and shall indemnify Tug Interests from and against, any and all loss or damage sustained by OWNERS, by Tug Interests or by any other vessel, property or person that results from the parting, heaving or sudden movement of any hawser or other line, by whomsoever furnished or howsoever caused. d) Notwithstanding notwithstanding anything to the contrary contained in this Schedule Lease, shall excuse the performance of such party for a period equal to any such prevention, delay or elsewherestoppage and, OWNERS understand and agree therefore, if this Lease specifies a time period for performance of an obligation of either party, that time period shall be extended by the rates charged hereunder are also predicated on agreement that the Tug Interests shall have no liability for any consequential, punitive, exemplary or special damages period of any kind howsoever arising. delay in such party’s performance caused by a Force Majeure. .18Waiver of Redemption by Tenant. Tenant hereby waives for Tenant and for all those claiming under Tenant all right now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ, Tenant’s right of occupancy of the Premises after any termination of this Lease. .19Notices. All notices, demands, statements or communications (collectively, “Notices”) given or required to be given by either party to the other hereunder shall be in writing, shall be (A) sent by United States certified or registered mail, postage prepaid, return receipt requested, (B) delivered by a nationally recognized overnight courier, or (C) delivered personally or sent by overnight courier services that provides for proof of delivery (i) to Tenant at the appropriate address set forth in Section 5 of the Summary, or to such other place as Tenant may from time to time designate in a Notice to Landlord; or (ii) to Landlord at the addresses set forth in Section 3 of the Summary, or to such other firm or to such other place as Landlord may from time to time designate in a Notice to Tenant. Any Notice will be deemed given on the date it is mailed as provided in this Section 24.19, the date overnight courier delivery is made or upon the date personal delivery is made or rejected. If Tenant is notified of the identity and address of Landlord’s mortgagee or ground lessor, Tenant shall give to such mortgagee or ground lessor written notice of any default by Landlord under the terms of this Lease by registered or certified mail, and such mortgagee or ground lessor shall be given a reasonable opportunity to cure such default prior to Tenant’s exercising any remedy available to Tenant. ​ ​ -42- [Execution Original] ​ .20Joint and Several. If there is more than one person or entity executing this Lease as Tenant, the obligations imposed upon such persons and entities under this Lease are and shall be joint and several. .21Representations. Each of Landlord and Tenant guarantees, warrants and represents that (a) it is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) it has and is duly qualified to do business in the state in which the Project is located, (c) it has full corporate, partnership, trust, association or other appropriate power and authority to enter into this Lease and to perform all Tenant’s obligations hereunder, (d) each person (and all of the persons if more than one signs) signing this Lease on behalf of it is duly and validly authorized to do so and (e) OWNERS agree neither (i) the execution, delivery or performance of this Lease nor (ii) the consummation of the transactions contemplated hereby will violate or conflict with any provision of documents or instruments under which it is constituted or to indemnifywhich it is a party. .22Jury Trial; Attorneys’ Fees. IF EITHER PARTY COMMENCES LITIGATION AGAINST THE OTHER FOR THE SPECIFIC PERFORMANCE OF THIS LEASE, defend FOR DAMAGES FOR THE BREACH HEREOF OR OTHERWISE FOR ENFORCEMENT OF ANY REMEDY HEREUNDER, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HERETO AGREE TO AND HEREBY DO WAIVE ANY RIGHT TO A TRIAL BY JURY. In the event of any such commencement of litigation, the prevailing party shall be entitled to recover from the other party such costs and hold harmless the Tug Interests from and against reasonable attorneys’ fees as may have been incurred, including any and all claims, demands, causes of action, liabilities and costs (including attorneys’ fees, penalties, fines and third party claims of whatever nature) that are attributable to the acts or omissions, whether or not negligent, of the Tug Interests, or any of them, or to the unseaworthiness of any Tug and which arise out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services pursuant to this Schedule to the extent that they exceed, in the aggregate, the applicable amounts set forth in subparagraph 6(b) above. The parties intend for this indemnity to apply in all instances including, without limitation, allision, collision, personal injury, fire, explosion, grounding, fuel spills or other pollution incidents (including, without limitation, penalties and obligations arising out of violation of any applicable pollution law or regulation or being named a responsible party thereunder) and third-party claims. OWNERS warrant that they possess sufficient and adequate insurance on the Vessels assisted pursuant to this Schedule, including hull and machinery, P&I, cargo and pollution coverage to comply with all applicable laws and to respond for any losses arising out of or connected in any way with the Tug or other services provided hereunder, with all rights of subrogation for losses under said insurances waived as to Tug Interests and with Tug Interests entitled to all benefits of a named assured or joint member, as applicable, under said insurances, which shall be primary to any insurances maintained by Tug Interests. f) Nothing herein shall preclude XXXXX from recovering from any party responsible for any damages sustained by any Tug providing service hereunder. 7 PILOTAGE a) XXXXX does not furnish pilots or pilotage, so that whenever any licensed pilot, or a captain of any Tug which is furnished to or is engaged in the service of assisting a Vessel participates in directing the navigation of such Vessel, or in directing the assisting Tugs from on board such Vessel or from elsewhere, it is agreed that he becomes the borrowed servant of the Vessel assisted and OWNERS for all purposes and in every respect, the pilot’s services while so engaged being the work of the Vessel assisted and OWNERS and being subject to the exclusive supervision and control of the Vessel's master or OWNERS’ other command personnel aboard. Any such service performed by any such person is beyond the scope of his employment, if any, for XXXXX and OWNERS shall indemnify, defend and hold harmless Tug Interests for any and all damages arising out of any act or omission of any such person. The provisions of this paragraph may not be changed or modified in any manner whatsoever except by written instrument signed by an officer of XXXXX. b) With respect to Vessels that are not owned by the person or company ordering the Tug service, it is understood and agreed that such person or company warrants that it has authority to bind the Vessel owners/operators to all the provisions of this Schedule and agrees to indemnify and hold Tug Interests harmless from all damages and expenses that may be sustained or incurred in the event enforcing, perfecting and in consequence of executing such person or company not having such authorityjudgment. c) In consideration of XXXXX transporting a pilot without charge to and/or from the Vessel being assisted hereunder, OWNERS agree that they shall indemnify, defend, and hold harmless Tug Interests from and against any and all claims, demands, causes of actions, liabilities and costs (including attorney’s fees) incurred in connection with or arising out of any claim by or on behalf of a pilot for personal injury or death sustained while being transported by XXXXX to or from the Vessel being assisted, excepting only any injury sustained by said pilot to the extent attributable to the gross or willful negligence of XXXXX. As used herein, the term “being transported by XXXXX” shall include, without limitation, all time when the pilot is (i) present on XXXXX’x shoreside premises enroute to or from the Vessel being assisted and (ii) boarding, on board or disembarking from a Tug or other vessel supplied by or on behalf of XXXXX. As used herein, the term “pilot” shall also include any assistant pilot, trainee, or other person who may accompany the pilot in any capacity.

MAJEURE. Tug Interests shall not be responsible or liable for any expense, loss, damage or claim whatsoever caused by or resulting from delays, failures or omission hereunder in the performance of services due to strikes, lockouts, labor disturbances, riots, fire, earthquakes, storms, lightning, pandemics, epidemics, war, disorders, acts of God, acts of the public enemy, port congestion, mechanical breakdowns, shortage of Tugs, priorities in service, pilot requests, unusual tidal conditions or any other cause whatever beyond their control. 5 DAMAGE CLAIM TIME LIMITS AND FORUM a) OWNERS shall notify XXXXX of any damage to the Vessel allegedly attributable to Tug Interests. Such notice shall be in writing and shall be delivered as soon as practicable, but not later than forty-eight (48) hours following occurrence. XXXXX shall be afforded an opportunity to inspect or survey such damage before the Vessel leaves port. Any action in any forum to recover damages from Tug Interests, or any of them, shall be commenced within one year after the occurrence giving rise to the claim, failing which said claim shall be deemed waived. b) This Schedule shall be governed by and construed in accordance with the Maritime Law of the United States and, to the extent not in conflict therewith, by the laws of the state of New York, excluding its conflict of laws rules. The parties agree that any proceeding involving this Schedule Schedule, or the Services performed hereunder shall be brought in the United States District Court for the Southern District of New York or, if said court shall not have jurisdiction thereof, then in a state court of competent jurisdiction sitting in New York County, New York. TUG INTERESTS AND OWNERS IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR DISPUTE ARISING IN WHOLE OR IN PART OUT OF THE TERMS AND CONDITIONS OF THIS CONTRACT OR THE PROVISION OF SERVICES HEREUNDER. 6 LIMITATION OF LIABILITY a) The furnishing of any service or anything done by XXXXX in connection therewith shall not be construed to be or to give rise to a personal contract, and it is understood that Tug Interests, shall have the benefit of all exemptions from, and limitations of, liability to which an owner of a vessel is entitled under the Limitation of Liability Statutes of the United States. XXXXX WARRANTS THE EXERCISE OF REASONABLE CARE IN THE PERFORMANCE OF SERVICES BUT DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF WORKMANLIKE SERVICE. b) Unless entitled to immunity or to defenses to, exemptions from and limitations of liability provided under this Schedule or under any applicable law, rule or regulation that would reduce their liability to an amount less than that hereinafter set forth, Tug Interests shall be liable, only to the extent of their negligence, which negligence shall not be assumed but shall be affirmatively proven, for claims, demands, causes of action, liabilities, penalties and costs (including third party claims) arising out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services pursuant to this Schedule up to a maximum aggregate amount of two hundred fifty thousand dollars (U. S. $250,000.00). OWNERS understand and agree that Xxx services provided hereunder are rendered at all times under the supervision and command of OWNERS’ servants, (including the Master of the Vessel being assisted and docking pilots), or of State pilots, none of whose actions or inactions may be imputed to the Tug Interests. OWNERS further understand and agree that the rates charged by or on behalf of XXXXX for Tug or other services are predicated upon the limitations of liability and the indemnities set forth in this Schedule. Should OWNERS desire that Tug Interests retain liability in excess of two hundred fifty thousand dollars (U.S. $250,000.00) they must notify XXXXX in writing, whereupon XXXXX will quote rates for Tug or other services provided hereunder predicated on higher liability limits. Any such quote must be accepted by OWNERS in writing at least twenty-four (24) hours prior to commencement of Tug services to the Vessel, failing which the rates and liability limitations otherwise provided herein shall hereinshall prevail. Nothing herein shall be construed to waive or limit the right of Tug Interests to assert any defenses to liability available to them or to avail themselves of any rights of limitation or exemption from liability under any applicable law, rule, or regulation. c) OWNERS and any Xxxxxx assisted hereunder assume all risk of, and shall indemnify Tug Interests from and against, any and all loss or damage sustained by OWNERS, by Tug Interests or by any other vessel, property or person that results from the parting, heaving or sudden movement of any hawser or other line, by whomsoever furnished or howsoever caused. d) Notwithstanding anything to the contrary in this Schedule or elsewhere, OWNERS understand and agree that the rates charged hereunder are also predicated on agreement that the Tug Interests shall have no liability for any consequential, punitive, exemplary or special damages of any kind howsoever arising. e) OWNERS agree to indemnify, defend and hold harmless the Tug Interests from and against any and all claims, demands, causes of action, liabilities and costs (including attorneys’ fees, penalties, fines and third party claims of whatever nature) that are attributable to the acts or omissions, whether or not negligent, of the Tug Interests, or any of them, or to the unseaworthiness of any Tug and which arise out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services pursuant to this Schedule to the extent that they exceed, in the aggregate, the applicable amounts set forth in subparagraph 6(b) above. The parties intend for this indemnity to apply in all instances including, without limitation, allision, collision, personal injury, fire, explosion, grounding, fuel spills or other pollution incidents (including, without limitation, penalties and obligations arising out of violation of any applicable pollution law or regulation or being named a responsible party thereunder) and third-party claims. OWNERS warrant that they possess sufficient and adequate insurance on the Vessels assisted pursuant to this Schedule, including hull and machinery, P&I, cargo and pollution coverage to comply with all applicable laws and to respond for any losses arising out of or connected in any way with the Tug or other services provided hereunder, with all rights of subrogation for losses under said insurances waived as to Tug Interests and with Tug Interests entitled to all benefits of a named assured or joint member, as applicable, under said insurances, which shall be primary to any insurances maintained by Tug Interests. f) Nothing herein shall preclude XXXXX from recovering from any party responsible for any damages sustained by any Tug providing service hereunder. 7 PILOTAGE a) XXXXX does not furnish pilots or pilotage, so that whenever any licensed pilot, or a captain of any Tug which is furnished to or is engaged in the service of assisting a Vessel participates in directing the navigation of such Vessel, or in directing the assisting Tugs from on board such Vessel or from elsewhere, it is agreed that he becomes the borrowed servant of the Vessel assisted and OWNERS for all purposes and in every respect, the pilot’s services while so engaged being the work of the Vessel assisted and OWNERS and being subject to the exclusive supervision and control of the Vessel's master or OWNERS’ other command personnel aboard. Any such service performed by any such person is beyond the scope of his employment, if any, for XXXXX and OWNERS shall indemnify, defend and hold harmless Tug Interests for any and all damages arising out of any act or omission of any such person. The provisions of this paragraph may not be changed or modified in any manner whatsoever except by written instrument signed by an officer of XXXXX. b) With respect to Vessels that are not owned by the person or company ordering the Tug service, it is understood and agreed that such person or company warrants that it has authority to bind the Vessel owners/operators to all the provisions of this Schedule and agrees to indemnify and hold Tug Interests harmless from all damages and expenses that may be sustained or incurred in the event and in consequence of such person or company not having such authority. c) In consideration of XXXXX transporting a pilot without charge to and/or from the Vessel being assisted hereunder, OWNERS agree that they shall indemnify, defend, and hold harmless Tug Interests from and against any and all claims, demands, causes of actions, liabilities and costs (including attorney’s fees) incurred in connection with or arising out of any claim by or on behalf of a pilot for personal injury or death sustained while being transported by XXXXX to or from the Vessel being assisted, excepting only any injury sustained by said pilot to the extent attributable to the gross or willful negligence of XXXXX. As used herein, the term “being transported by XXXXX” shall include, without limitation, all time when the pilot is (i) present on XXXXX’x shoreside premises enroute to or from the Vessel being assisted and (ii) boarding, on board or disembarking from a Tug or other vessel supplied by or on behalf of XXXXX. As used herein, the term “pilot” shall also include any assistant pilot, trainee, or other person who may accompany the pilot in any capacity.

MAJEURE. Tug Interests shall not be responsible or liable for any expense, loss, damage or claim whatsoever caused by or resulting from delays, failures or omission hereunder in the performance of services due to strikes, lockouts, labor disturbances, riots, fire, earthquakes, storms, lightning, pandemics, epidemics, war, disorders, acts of God, acts of the public enemy, port congestion, mechanical breakdowns, shortage of Tugs, priorities in service, pilot requests, unusual tidal conditions or any other cause whatever beyond their control. 5 DAMAGE CLAIM TIME LIMITS AND FORUM a) OWNERS shall notify XXXXX of any damage to the Vessel allegedly attributable to Tug Interests. Such notice shall be in writing and shall be delivered as soon as practicable, but not later than forty-eight (48) hours following occurrence. XXXXX shall be afforded an opportunity to inspect or survey such damage before the Vessel leaves port. .. Any action in any forum to recover damages from Tug Interests, or any of them, shall be commenced within one year after the occurrence giving rise to the claim, failing which said claim shall be deemed waived. b) This Schedule shall be governed by and construed in accordance with the Maritime Law of the United States and, to the extent not in conflict therewith, by the laws of the state of New York, excluding its conflict of laws rules. The parties agree that any proceeding involving this Schedule or the Services performed hereunder shall be brought in the United States District Court for the Southern District of New York or, if said court shall not have jurisdiction thereof, then in a state court of competent jurisdiction sitting in New York County, New York. TUG INTERESTS AND OWNERS IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR DISPUTE ARISING IN WHOLE OR IN PART OUT OF THE TERMS AND CONDITIONS OF THIS CONTRACT OR THE PROVISION OF SERVICES HEREUNDER. 6 LIMITATION OF LIABILITY a) The furnishing of any service or anything done by XXXXX in connection therewith shall not be construed to be or to give rise to a personal contract, and it is understood that Tug Interests, shall have the benefit of all exemptions from, and limitations of, liability to which an owner of a vessel is entitled under the Limitation of Liability Statutes of the United States. XXXXX WARRANTS THE EXERCISE OF REASONABLE CARE IN THE PERFORMANCE OF SERVICES BUT DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF WORKMANLIKE SERVICE. b) Unless entitled to immunity or to defenses to, exemptions from and limitations of liability provided under this Schedule or under any applicable law, rule or regulation that would reduce their liability to an amount less than that hereinafter set forth, Tug Interests shall be liable, only to the extent of their negligence, which negligence shall not be assumed but shall be affirmatively proven, for claims, demands, causes of action, liabilities, penalties and costs (including third party claims) arising out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services pursuant to this Schedule up to a maximum aggregate amount of two hundred fifty thousand dollars (U. S. $250,000.00). OWNERS understand and agree that Xxx Tug services provided hereunder are rendered at all times under the supervision and command of OWNERS’ servants, (including the Master of the Vessel being assisted and docking pilots), or of State pilots, none of whose actions or inactions may be imputed to the Tug Interests. OWNERS further understand and agree that the rates charged by or on behalf of XXXXX for Tug or other services are predicated upon the limitations of liability and the indemnities set forth in this Schedule. Should OWNERS desire that Tug Interests retain liability in excess of two hundred fifty thousand dollars (U.S. $250,000.00) they must notify XXXXX in writing, whereupon XXXXX will quote rates for Tug or other services provided hereunder predicated on higher liability limits. Any such quote must be accepted by OWNERS in writing at least twenty-four (24) hours prior to commencement of Tug services to the Vessel, failing which the rates and liability limitations otherwise provided herein shall prevail. Nothing herein shall be construed to waive or limit the right of Tug Interests to assert any defenses to liability available to them or to avail themselves of any rights of limitation or exemption from liability under any applicable law, rule, or regulation. c) OWNERS and any Xxxxxx Vessel assisted hereunder assume all risk of, and shall indemnify Tug Interests from and against, any and all loss or damage sustained by OWNERS, by Tug Interests or by any other vessel, property or person that results from the parting, heaving or sudden movement of any hawser or other line, by whomsoever furnished or howsoever caused. d) Notwithstanding anything to the contrary in this Schedule or elsewhere, OWNERS understand and agree that the rates charged hereunder are also predicated on agreement that the Tug Interests shall have no liability for any consequential, punitive, exemplary or special damages of any kind howsoever arising. e) OWNERS agree to indemnify, defend and hold harmless the Tug Interests from and against any and all claims, demands, causes of action, liabilities and costs (including attorneys’ fees, penalties, fines and third party claims of whatever nature) that are attributable to the acts or omissions, whether or not negligent, of the Tug Interests, or any of them, or to the unseaworthiness of any Tug and which arise out of or in connection with any occurrence or series of connected occurrences related to the provision of Tug services, line handling or other services pursuant to this Schedule to the extent that they exceed, in the aggregate, the applicable amounts set forth in subparagraph 6(b) above. The parties intend for this indemnity to apply in all instances including, without limitation, allision, collision, personal injury, fire, explosion, grounding, fuel spills or other pollution incidents (including, without limitation, penalties and obligations arising out of violation of any applicable pollution law or regulation or being named a responsible party thereunder) and third-party claims. OWNERS warrant that they possess sufficient and adequate insurance on the Vessels assisted pursuant to this Schedule, including hull and machinery, P&I, cargo and pollution coverage to comply with all applicable laws and to respond for any losses arising out of or connected in any way with the Tug or other services provided hereunder, with all rights of subrogation for losses under said insurances waived as to Tug Interests and with Tug Interests entitled to all benefits of a named assured or joint member, as applicable, under said insurances, which shall be primary to any insurances maintained by Tug Interests. f) Nothing herein shall preclude XXXXX from recovering from any party responsible for any damages sustained by any Tug providing service hereunder. 7 PILOTAGE a) XXXXX does not furnish pilots or pilotage, so that whenever any licensed pilot, or a captain of any Tug which is furnished to or is engaged in the service of assisting a Vessel participates in directing the navigation of such Vessel, or in directing the assisting Tugs from on board such Vessel or from elsewhere, it is agreed that he becomes the borrowed servant of the Vessel assisted and OWNERS for all purposes and in every respect, the pilot’s services while so engaged being the work of the Vessel assisted and OWNERS and being subject to the exclusive supervision and control of the Vessel's master or OWNERS’ other command personnel aboard. Any such service performed by any such person is beyond the scope of his employment, if any, for XXXXX and OWNERS shall indemnify, defend and hold harmless Tug Interests for any and all damages arising out of any act or omission of any such person. The provisions of this paragraph may not be changed or modified in any manner whatsoever except by written instrument signed by an officer of XXXXX. b) With respect to Vessels that are not owned by the person or company ordering the Tug service, it is understood and agreed that such person or company warrants that it has authority to bind the Vessel owners/operators to all the provisions of this Schedule and agrees to indemnify and hold Tug Interests harmless from all damages and expenses that may be sustained or incurred in the event and in consequence of such person or company not having such authority. c) In consideration of XXXXX transporting a pilot without charge to and/or from the Vessel being assisted hereunder, OWNERS agree that they shall indemnify, defend, and hold harmless Tug Interests from and against any and all claims, demands, causes of actions, liabilities and costs (including attorney’s fees) incurred in connection with or arising out of any claim by or on behalf of a pilot for personal injury or death sustained while being transported by XXXXX to or from the Vessel being assisted, excepting only any injury sustained by said pilot to the extent attributable to the gross or willful negligence of XXXXX. As used herein, the term “being transported by XXXXX” shall include, without limitation, all time when the pilot is (i) present on XXXXX’x shoreside premises enroute to or from the Vessel being assisted and (ii) boarding, on board or disembarking from a Tug or other vessel supplied by or on behalf of XXXXX. As used herein, the term “pilot” shall also include any assistant pilot, trainee, or other person who may accompany the pilot in any capacity.