Common use of Managers’ Obligations Clause in Contracts

Managers’ Obligations. 4.1 The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice customary in the trade and at least equivalent to the standards followed with respect to other vessels for which the Managers provide Management Services, if any, and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable. 4.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable. 4.3 The Management Services as such term is used herein includes the discharge on behalf of the Owners of the Owners’ technical and operational obligations to charterers pursuant to the Charter, a copy of which has been supplied to the Managers, including, but not limited to the Owners’ technical and operational obligations under Clauses 73A and 75 of such Charter. 4.4 Managers shall maintain records of technical matters relating to the Vessel including maintenance, repairs and equipment replacement (“Technical Vessel Matters”). Three months after commencement of the Management Services, or such other date as agreed to by the Managers and the Owners, and quarterly thereafter, the Managers shall issue a report to the Owners providing a summary of the Technical Vessel Matters carried out in the previous quarter.

Managers’ Obligations. 4.1 4.1. The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in a timely and efficient manner in accordance with sound first class international LNG ship management practice customary in and the trade Operational and at least equivalent to the standards followed with respect to other vessels for which the Managers provide Management Services, if any, Maintenance Protocol set forth on Annex “D” and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Providedthe Management Services hereunder provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management the Managed Fleet, and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable. 4.2 Where the 4.2. The Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they the Managers shall in particular be deemed to be the “Company” as defined by the ISM Codeand ISPS Codes, thereby assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code these Codes when applicable. The Managers shall comply at all times with the requirements of the ISM, ISPS, and MTSA Codes, and the Managers shall immediately inform Owners if there is any threatened or actual withdrawal of Managers document of compliance or the Vessel’s safety management certificate or ISS (Security Certificate). 4.3 The Management Services as such term is used herein includes 4.3. In addition to the discharge on behalf of specific obligations to keep the Owners of the Owners’ technical and operational obligations to charterers pursuant to the Charter, a copy of which has been supplied to the Managers, including, but not limited to the Owners’ technical and operational obligations under Clauses 73A and 75 of such Charter. 4.4 Managers shall maintain records of technical matters relating to the Vessel including maintenance, repairs and equipment replacement (“Technical Vessel Matters”). Three months after commencement of the Management Services, or such other date as agreed to by the Managers and the Owners, and quarterly thereafterinformed hereunder, the Managers shall issue a report to keep the Owners providing a summary informed of all relevant information regarding the Vessel and the performance of the Technical Vessel Matters carried out Management Services which the Owners may, acting reasonably, specify from time to time. 4.4. When the Managers become aware of an Emergency Situation, they shall immediately contact the Owners and keep the Owners informed in respect of such Emergency Situation. 4.5. If, in an Emergency Situation, the previous quarterManagers (or the Master) are required pursuant to this Agreement to solicit an approval from the Owners, but in such circumstances it is not practical to wait for such approval, then notwithstanding any other term in this Agreement, the Managers (or the Master) may take whatever action they may deem necessary to deal with such Emergency Situation.

Managers’ Obligations. 4.1 (a) The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice customary in the trade and at least equivalent to the standards followed with respect to other vessels for which the Managers provide Management Services, if any, and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. ProvidedIn performing and discharging its obligations, howeverduties and liabilities under this Agreement, the Managers shall act in accordance with all instructions communicated to it by the Owners and the Managers shall at all times serve the Owners faithfully and diligently. Notwithstanding anything herein to the contrary and for the avoidance of doubt, the parties acknowledge that the Managers shall continue to act as a technical manager with respect to vessels owned or operated by persons or entities other than the Owners, the Parent, or their respective Subsidiaries. In addition, and notwithstanding clause 8(a), in the performance of their management responsibilities under this Agreement Agreement, the Managers shall be entitled to have regard to their overall responsibility in relation to all other vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers they consider in their absolute discretion consider (reasonably exercised) to be fair and reasonable, but in no circumstances shall the Vessel be managed in a manner which is less favourable to the interests of the Owners. In the performance and discharge of its obligations, duties and liabilities under this Agreement, the Managers shall take care not to exceed the authority given by the Owners under the terms of this Agreement and shall act at all times in accordance with the Owner’s instructions. In the performance and discharge of its obligations, duties and liabilities under this Agreement, the Manager shall act with reasonable care and skill in accordance with good industry practices and in compliance with all laws and regulations, and shall provide the Management Services hereunder and maintain the Vessel at a standard at least equivalent to the standards followed by it with respect to the other vessel(s) for which the Managers provide management services. Notwithstanding anything contained herein to the contrary, the Managers shall at all times devote a sufficient amount of its time, resources and personnel to provide the Management Services contemplated by this Agreement. 4.2 (b) Where the Managers are providing Technical Management technical management services in accordance with sub-clause 3.2Clause 4 (Technical Management), they shall procure that the requirements of the law of the flag of the Vessel Flag State are satisfied and they shall in particular be deemed agree to be appointed as the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when and the ISPS Code, if applicable. 4.3 (c) In providing the Management Services, the Managers will at all times comply with, without limitation, the U.S. Foreign Corrupt Practices Act, any applicable country legislation implementing the OECD Convention on combating Bribery of Foreign Public Officials in International Business Transactions, and the UK Xxxxxxx Xxx 0000, and any other laws or regulations relating to anti-bribery, anti-terrorism, economic sanctions and anti-money laundering, to the extent applicable. The Management Services as such term is used herein includes the discharge on behalf Managers shall not engage in any activity, practice or conduct which constitutes a breach of any of the Owners foregoing; in addition, the Managers shall not employ any Person, nor subcontract with any person or entity, to perform or discharge any of the Owners’ technical and operational its obligations to charterers pursuant to the Charterunder this Agreement if that person or entity is designated or identified as a Specially Designated National, a copy of which has been supplied Person subject to sanctions that prohibit all dealings or restrict dealings with such Person, a foreign terrorist organization or an organization that provides support to a foreign terrorist organization by the Managers, United States Government or any branch or department thereof (including, but not limited to the Owners’ technical and operational obligations under Clauses 73A and 75 of such Charter. 4.4 Managers shall maintain records of technical matters relating to the Vessel including maintenance, repairs and equipment replacement (“Technical Vessel Matters”). Three months after commencement of the Management Services, or such other date as agreed to by the Managers and the Owners, and quarterly thereafterto, the Managers shall issue a report to the Owners providing a summary Office of the Technical Vessel Matters carried out in the previous quarterForeign Asset Control).

Managers’ Obligations. 4.1 The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice customary in the trade and at least equivalent to the standards followed with respect to other vessels for which the Managers provide Management Servicesmanagement services, if any, and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable. 4.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel Vessels and taking over the duties and responsibilities imposed by the ISM Code when applicable. 4.3 The Management Services as such term is used herein includes the discharge on behalf of the Owners of the Owners’ technical and operational obligations to charterers pursuant to the Charter, a copy of which has been supplied to the Managers, including, but not limited to the Owners’ technical and operational obligations under Clauses 73A and 75 of such Charter. 4.4 Managers shall maintain records of technical matters relating to the Vessel Vessels including maintenance, repairs and equipment replacement (“Technical Vessel Matters”). Three months after commencement of the Management Services, or such other date as agreed to by the Managers and the Owners, and quarterly thereafter, the Managers shall issue a report to the Owners providing a summary of the Technical Vessel Matters carried out in the previous quarter.

Managers’ Obligations. 4.1 (a) The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice customary in the trade and at least equivalent to the standards followed with respect to other vessels for which the Managers provide Management Services, if any, and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. ProvidedIn performing and discharging its obligations, howeverduties and liabilities under this Agreement, the Managers shall act in accordance with all instructions communicated to it by the Owners and the Managers shall at all times serve the Owners faithfully and diligently. Notwithstanding anything herein to the contrary and for the avoidance of doubt, the parties acknowledge that the Managers shall continue to act as a technical manager with respect to vessels owned or operated by persons or entities other than the Owners, the Parent, or their respective Subsidiaries. In addition, and notwithstanding clause 8(a), in the performance of their management responsibilities under this Agreement Agreement, the Managers shall be entitled to have regard to their overall responsibility in relation to all other vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers they consider in their absolute discretion consider (reasonably exercised) to be fair and reasonable, but in no circumstances shall the Vessel be managed in a manner which is less favourable to the interests of the Owners. In the performance and discharge of its obligations, duties and liabilities under this Agreement, the Managers shall take care not to exceed the authority given by the Owners under the terms of this Agreement and shall act at all times in accordance with the Owner’s instructions. In the performance and discharge of its obligations, duties and liabilities under this Agreement, the Manager shall act with reasonable care and skill in accordance with good industry practices and in compliance with all laws and regulations, and shall provide the Management Services hereunder and maintain the Vessel at a standard at least equivalent to the standards followed by it with respect to the other vessel(s) for which the Managers provide management services. Notwithstanding anything contained herein to the contrary, the Managers shall at all times devote a sufficient amount of its time, resources and personnel to provide the Management Services contemplated by this Agreement. 4.2 (b) Where the Managers are providing Technical Management technical management services in accordance with sub-clause 3.2Clause 4 (Technical Management), they shall procure that the requirements of the law of the flag of the Vessel Flag State are satisfied and they shall in particular be deemed agree to be appointed as the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when and the ISPS Code, if applicable. 4.3 (c) In providing the Management Services, the Managers will at all times comply with, without limitation, the U.S. Foreign Corrupt Practices Act, any applicable country legislation implementing the OECD Convention on combating Bribery of Foreign Public Officials in International Business Transactions, and the UK Bribery Act 2010, and any other laws or regulations relating to anti-bribery, anti-terrorism, economic sanctions and anti-money laundering, to the extent applicable. The Management Services as such term is used herein includes the discharge on behalf Managers shall not engage in any activity, practice or conduct which constitutes a breach of any of the Owners foregoing; in addition, the Managers shall not employ any Person, nor subcontract with any person or entity, to perform or discharge any of the Owners’ technical and operational its obligations to charterers pursuant to the Charterunder this Agreement if that person or entity is designated or identified as a Specially Designated National, a copy of which has been supplied Person subject to sanctions that prohibit all dealings or restrict dealings with such Person, a foreign terrorist organization or an organization that provides support to a foreign terrorist organization by the Managers, United States Government or any branch or department thereof (including, but not limited to the Owners’ technical and operational obligations under Clauses 73A and 75 of such Charter. 4.4 Managers shall maintain records of technical matters relating to the Vessel including maintenance, repairs and equipment replacement (“Technical Vessel Matters”). Three months after commencement of the Management Services, or such other date as agreed to by the Managers and the Owners, and quarterly thereafterto, the Managers shall issue a report to the Owners providing a summary Office of the Technical Vessel Matters carried out in the previous quarterForeign Asset Control).

Managers’ Obligations. 4.1 4.1. The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in a timely and efficient manner in accordance with sound first class international LNG ship management practice customary in and the trade Operational and at least equivalent to the standards followed with respect to other vessels for which the Managers provide Management Services, if any, Maintenance Protocol set forth on Annex “D” and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Providedthe Management Services hereunder provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management the Managed Fleet, and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable. 4.2 Where the 4.2. The Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they the Managers shall in particular be deemed to be the “Company” as defined by the ISM Codeand ISPS Codes, thereby assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code these Codes when applicable. The Managers shall comply at all times with the requirements of the ISM, ISPS, and MTSA Codes, and the Managers shall immediately inform the Owners if there is any threatened or actual withdrawal of Managers document of compliance or the Vessel’s safety management certificate or ISS (Security Certificate). 4.3 The Management Services as such term is used herein includes 4.3. In addition to the discharge on behalf of specific obligations to keep the Owners of the Owners’ technical and operational obligations to charterers pursuant to the Charter, a copy of which has been supplied to the Managers, including, but not limited to the Owners’ technical and operational obligations under Clauses 73A and 75 of such Charter. 4.4 Managers shall maintain records of technical matters relating to the Vessel including maintenance, repairs and equipment replacement (“Technical Vessel Matters”). Three months after commencement of the Management Services, or such other date as agreed to by the Managers and the Owners, and quarterly thereafterinformed hereunder, the Managers shall issue a report to keep the Owners providing a summary informed of all relevant information regarding the Vessel and the performance of the Technical Vessel Matters carried out Management Services which the Owners may, acting reasonably, specify from time to time. 4.4. When the Managers become aware of an Emergency Situation, they shall immediately contact the Owners and keep the Owners informed in respect of such Emergency Situation. 4.5. If, in an Emergency Situation, the previous quarterManagers (or the Master) are required pursuant to this Agreement to solicit an approval from the Owners, but in such circumstances it is not practical to wait for such approval, then notwithstanding any other term in this Agreement, the Managers (or the Master) may take whatever action they may deem necessary to deal with such Emergency Situation.

Managers’ Obligations. 4.1 (a) The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship brokerage and ship management practice customary in the trade and at least equivalent to the standards followed with respect to other vessels for which the Managers provide Management Services, if any, and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. ProvidedIn performing and discharging its obligations, howeverduties and liabilities under this Agreement, the Managers shall act in accordance with all instructions communicated to it by the Owners and the Managers shall at all times serve the Owners faithfully and diligently. Notwithstanding anything herein to the contrary and for the avoidance of doubt, the parties acknowledge that the Managers shall continue to act as a commercial manager (including performing brokerage functions) with respect to vessels owned or operated by persons or entities other than the Owners, the Parent, or their respective Subsidiaries. In addition, and notwithstanding clause 8(a), in the performance of their management responsibilities under this Agreement Agreement, the Managers shall be entitled to have regard to their overall responsibility in relation to all other vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers they consider in their absolute discretion consider (reasonably exercised) to be fair and reasonable. 4.2 Where , but in no circumstances shall the Vessel be managed in a manner which is less favourable to the interests of the Owners. In the performance and discharge of its obligations, duties and liabilities under this Agreement, the Managers are providing Technical Management shall take care not to exceed the authority given by the Owners under the terms of this Agreement and shall act at all times in accordance with subthe Owner’s instructions. In the performance and discharge of its obligations, duties and liabilities under this Agreement, the Managers shall act with reasonable care and skill in accordance with good industry practices and in compliance with all laws and regulations, and shall provide the Management Services hereunder and maintain the Vessel at a standard at least equivalent to the standards followed by it with respect to the other vessel(s) for which the Managers provide management services. Notwithstanding anything contained herein to the contrary, the Managers shall at all times devote a sufficient amount of its time, resources and personnel to provide the Management Services contemplated by this Agreement. (b) The Managers in providing the Management Services will at all times comply with, without limitation, the U.S. Foreign Corrupt Practices Act, any applicable country legislation implementing the OECD Convention on combating Bribery of Foreign Public Officials in International Business Transactions, and the UK Xxxxxxx Xxx 0000, and any other laws or regulations relating to applicable anti-clause 3.2bribery, they anti-terrorism, economic sanctions and anti-money laundering, to the extent applicable. The Managers shall procure that the requirements not engage in any activity, practice or conduct which constitutes a breach of any of the law foregoing; in addition, the Managers shall not employ any Person, nor subcontract with any person or entity, to perform or discharge any of the flag of the Vessel are satisfied and they shall in particular be deemed its obligations under this Agreement if that person or entity is designated or identified as a Specially Designated National, a Person subject to be the “Company” as defined sanctions that prohibit all dealings with such Person, a foreign terrorist organisation or an organization that provides support to a foreign terrorist organization by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable. 4.3 The Management Services as such term is used herein includes the discharge on behalf of the Owners of the Owners’ technical and operational obligations to charterers pursuant to the Charter, a copy of which has been supplied to the Managers, United States Government or any branch or department thereof (including, but not limited to the Owners’ technical and operational obligations under Clauses 73A and 75 of such Charter. 4.4 Managers shall maintain records of technical matters relating to the Vessel including maintenance, repairs and equipment replacement (“Technical Vessel Matters”). Three months after commencement of the Management Services, or such other date as agreed to by the Managers and the Owners, and quarterly thereafterto, the Managers shall issue a report to the Owners providing a summary Office of the Technical Vessel Matters carried out in the previous quarterForeign Asset Control).

Managers’ Obligations. 4.1 (a) The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship brokerage and ship management practice customary in the trade and at least equivalent to the standards followed with respect to other vessels for which the Managers provide Management Services, if any, and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. ProvidedIn performing and discharging its obligations, howeverduties and liabilities under this Agreement, the Managers shall act in accordance with all instructions communicated to it by the Owners and the Managers shall at all times serve the Owners faithfully and diligently. Notwithstanding anything herein to the contrary and for the avoidance of doubt, the parties acknowledge that the Managers shall continue to act as a commercial manager (including performing brokerage functions) with respect to vessels owned or operated by persons or entities other than the Owners, the Parent, or their respective Subsidiaries. In addition, and notwithstanding clause 8(a), in the performance of their management responsibilities under this Agreement Agreement, the Managers shall be entitled to have regard to their overall responsibility in relation to all other vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers they consider in their absolute discretion consider (reasonably exercised) to be fair and reasonable. 4.2 Where , but in no circumstances shall the Vessel be managed in a manner which is less favourable to the interests of the Owners. In the performance and discharge of its obligations, duties and liabilities under this Agreement, the Managers are providing Technical Management shall take care not to exceed the authority given by the Owners under the terms of this Agreement and shall act at all times in accordance with subthe Owner’s instructions. In the performance and discharge of its obligations, duties and liabilities under this Agreement, the Managers shall act with reasonable care and skill in accordance with good industry practices and in compliance with all laws and regulations, and shall provide the Management Services hereunder and maintain the Vessel at a standard at least equivalent to the standards followed by it with respect to the other vessel(s) for which the Managers provide management services. Notwithstanding anything contained herein to the contrary, the Managers shall at all times devote a sufficient amount of its time, resources and personnel to provide the Management Services contemplated by this Agreement. (b) The Managers in providing the Management Services will at all times comply with, without limitation, the U.S. Foreign Corrupt Practices Act, any applicable country legislation implementing the OECD Convention on combating Bribery of Foreign Public Officials in International Business Transactions, and the UK Bribery Act 2010, and any other laws or regulations relating to applicable anti-clause 3.2bribery, they anti-terrorism, economic sanctions and anti-money laundering, to the extent applicable. The Managers shall procure that the requirements not engage in any activity, practice or conduct which constitutes a breach of any of the law foregoing; in addition, the Managers shall not employ any Person, nor subcontract with any person or entity, to perform or discharge any of the flag of the Vessel are satisfied and they shall in particular be deemed its obligations under this Agreement if that person or entity is designated or identified as a Specially Designated National, a Person subject to be the “Company” as defined sanctions that prohibit all dealings with such Person, a foreign terrorist organisation or an organization that provides support to a foreign terrorist organization by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable. 4.3 The Management Services as such term is used herein includes the discharge on behalf of the Owners of the Owners’ technical and operational obligations to charterers pursuant to the Charter, a copy of which has been supplied to the Managers, United States Government or any branch or department thereof (including, but not limited to the Owners’ technical and operational obligations under Clauses 73A and 75 of such Charter. 4.4 Managers shall maintain records of technical matters relating to the Vessel including maintenance, repairs and equipment replacement (“Technical Vessel Matters”). Three months after commencement of the Management Services, or such other date as agreed to by the Managers and the Owners, and quarterly thereafterto, the Managers shall issue a report to the Owners providing a summary Office of the Technical Vessel Matters carried out in the previous quarterForeign Asset Control).

Managers’ Obligations. 4.1 The Managers undertake to use their best endeavours to provide Manager shall be responsible for the agreed Management Services as agents for operation and on behalf maintenance of the Owners SRA and shall comply with the following obligations: 3.1 Full service operations shall be maintained from May 1st through October 31st, of each year of this Agreement. Manager shall provide onsite staff to clean and maintain facilities, and direct the public use of the SRA to generally accepted standards for campgrounds and marinas. Reduced services shall be maintained from November 1st to April 30th of each year at the SRA on an as needed basis, depending on level of use, however, Manager shall ensure fees are collected during this period and adequate facilities maintained to meet user needs. (a) the Manager shall be responsible to direct users, collect fees, provide communication to answer questions, and to operate and maintain the SRA; (b) the Manager, its employees or agents shall not be considered an employee of the County; 3.2 Manager shall operate in, and maintain at all times, compliance with the terms and conditions of the BOR Agreement as well as all applicable Local, State, and Federal statutes, laws and regulations, and in the event of a conflict or inconsistence within or between such statutes and regulations, the more stringent requirements shall govern and be applied; 3.3 Manager shall facilitate reservations as discussed in Section 4.1, below, and collect and distribute fees as set forth below; 3.4 Manager shall perform operation and maintenance functions in accordance with sound ship management practice customary in any directives or guidance established by the trade BOR or the County; 3.5 Managershall prepare and at least equivalent submit, prior to January 5th of each year, to the standards followed with respect to County for its review and consideration all reports or other vessels documentation as set forth in Exhibit B of the BOR Agreement, including an annual operation and maintenance plan for which the Managers provide Management Servicesupcoming recreational season; 3.6 Manager shall keep and maintain logs, if anybooks, and to protect and promote the interests records of the Owners in all matters relating SRA related to usage, fees, and maintenance activities, and upon request make such available to the provision County; 3.7 Manager shall maintain for its employees and require all its subcontractors or agents to have in place workers compensation insurance. 3.8 Manager shall be responsible for liability arising out of, or connected with its activities, operations and use of services hereunderthe SRA. ProvidedManager shall also procure and maintain during the entire term of this Agreement: (a) public liability insurance, howeverincluding automobile coverage, to cover its activities under this Agreement. The limits of such insurance shall be at a minimum of two million dollars ($2,000,000.00). Manager shall have the County and the United States named as an additional insured on such policy, and that the Managers in insurer shall have no right of subrogation against the performance County or the United States; (b) shall provide copies of their management responsibilities under such insurance to the County at the time this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels is executed, as may from time to time be entrusted to their management and in particular, but without prejudice to the generality well as by January 31st of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonableeach year of this Agreement. 4.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable. 4.3 The Management Services as such term is used herein includes the discharge on behalf of the Owners of the Owners’ technical and operational obligations to charterers pursuant to the Charter, a copy of which has been supplied to the Managers, including, but not limited to the Owners’ technical and operational obligations under Clauses 73A and 75 of such Charter. 4.4 Managers shall maintain records of technical matters relating to the Vessel including maintenance, repairs and equipment replacement (“Technical Vessel Matters”). Three months after commencement of the Management Services, or such other date as agreed to by the Managers and the Owners, and quarterly thereafter, the Managers shall issue a report to the Owners providing a summary of the Technical Vessel Matters carried out in the previous quarter.

Managers’ Obligations. 4.1 The Managers undertake to use their best endeavours to provide the agreed Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice customary in the trade and at least equivalent to the standards followed with respect to other vessels for which the Managers or their affiliates provide Management Servicesmanagement services, if any, and to protect and promote the interests of the Owners in all matters relating to the provision of services hereunder. Provided, however, that the Managers in the performance of their management responsibilities under this Agreement shall be entitled to have regard to their overall responsibility in relation to all vessels as may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their absolute discretion consider to be fair and reasonable. 4.2 Where the Managers are providing Technical Management in accordance with sub-clause 3.2, they shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall in particular be deemed to be the “Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and taking over the duties and responsibilities imposed by the ISM Code when applicable. 4.3 The Management Services as such term is used herein includes the discharge on behalf of the Owners of the Owners’ technical and operational obligations to charterers pursuant to the Charter, a copy of which has been supplied to the Managers, including, but not limited to the Owners’ technical and operational obligations under Clauses 73A and 75 of such Charter. 4.4 Managers shall maintain records of technical matters relating to the Vessel including maintenance, repairs and equipment replacement (“Technical Vessel Matters”). Three months after commencement of the Management Services, or such other date as agreed to by the Managers and the their Owners, and quarterly thereafter, the Managers shall issue a report to the Owners providing a summary of the Technical Vessel Matters carried out in the previous quarter.