Common use of Vessels Clause in Contracts

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

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

Vessels. (A1) All Each of (i) the credit facilities to finance the purchase price of the vessels under the debt agreements of the Company (the “Credit Facilities”), (ii) the time charters for vessels contracted or owned by the Company (the “Time Charters”), (iii) the management agreements relating to the vessels managed by the Company (the “Management Agreements”) and (iv) the bareboat charters for the vessels leased by the Company (the “Bareboat Charters”), in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus, except has been duly authorized and has been executed and delivered by the Company or one of its subsidiaries, and assuming the due authorization, execution and delivery by the other parties thereto, the Company has no reason to believe that such Credit Facilities, Time Charters, Management Agreements or Bareboat Charters do not constitute valid and binding agreements of each such party enforceable in all material respects against each such party in accordance with their terms, as may be amended, except, in each case, for the Contracted Vessels failures which would not result in a Material Adverse Effect. (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the 2) The vessels listed on Schedule F-1 E-1 hereto (the “Owned Vessels”) are owned directly by the Company or one of its subsidiaries (or the Company or one of its subsidiaries has entered into a bareboat charter in which case the applicable subsidiary is the disponent owner); each of the Owned Vessels and the vessels listed on Schedule E-II hereto (the “Chartered Vessels”) has been duly registered as a vessel in the name of the Company or subsidiary that owns it under the laws and regulations and flag of the jurisdiction set forth opposite nation of its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and registration and, as applicable, no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or other third party; party; each such Subsidiary entity has good title to the applicable Owned Vessel or Chartered Vessel, as applicable, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and such any other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; Effect; and each such Owned Vessel or Chartered Vessel, as applicable, is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction. (B3) Each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure that each Contracted Chartered Vessel will be, has been operated in compliance in all material respects with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authoritygovernmental authority, classification society or insurer applicable to the respective vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses governmental licenses and other requirements (including, without limitation, all Environmental Laws)) in the jurisdictions in which the Company and its subsidiaries operate or where such vessel is operated, in each case as in effect on the date hereof, except where such failure to be in compliance would not have, individually or in the aggregate, a Material Adverse Effect. The Company and each applicable Subsidiary are, and with respect to the Contracted Vessels will be, qualified to own or lease, as the case may be, and operate such vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such vessel’s flag state, except where such failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Effect. (C) Each Owned Vessel is, and each Contracted Vessel will be, classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a classification society which is a full member of the International Association of Classification Societies and each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure each Contracted Vessel will be, in class with valid class and trading certificates, without any overdue recommendations.

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

Vessels. (Aa) All Schedule 4.13(a) hereto sets forth a list of all vessels owned, leased, chartered or managed by any member of the vessels described in SCF Group on the Registration Statement, the General Disclosure Package date hereof and the ProspectusCoast Guard Official Number of each and indicates any such vessels that are laid up or being held for sale on the date hereof (such vessel, except for including related spare parts, stores and supplies (other than any such vessels that are managed on the Contracted Vessels (each of which a Subsidiary has contracted to acquiredate hereof), are being referred to herein as "SCF Vessels"). With respect to the owned directly by Subsidiaries); SCF Vessels, each member of the vessels listed SCF Group is the sole owner (except as set forth on Schedule F-1 (the “Owned Vessels”4.13(a)) hereto has been duly registered as a vessel under the laws of each SCF Vessel owned by it and regulations and flag of the jurisdiction set forth opposite its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, each such vessel free and clear of all mortgagesLiens, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed (i) Liens that collateralize indebtedness that is properly reflected in the Registration StatementSCF Latest Balance Sheet; (ii) Liens for Taxes accrued but not yet payable; (iii) Permitted Liens, provided that the General Disclosure Package and the Prospectus, and obligations collateralized by such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel is Permitted Liens are not delinquent or are being contested in good standing faith and, except with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would notmatters disclosed on Schedule 4.19, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on no event shall such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction. (B) Each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure that each Contracted Vessel will be, operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authority, classification society or insurer applicable to the respective vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses and other requirements (including, without limitation, all Environmental Laws), except where such failure to be in compliance would not havecontested obligations, individually or in the aggregate, exceed $50,000 in the aggregate. Schedule 4.13(a) contains a Material Adverse Effect. The Company and each applicable Subsidiary arelist of all Liens (other than Permitted Liens that collateralize obligations that are not delinquent or that are being contested in good faith and, and except with respect to the Contracted Vessels will bematters disclosed on Schedule 4.19, qualified do not exceed $50,000 in the aggregate) on vessels collateralizing indebtedness on the SCF Latest Balance Sheet and any guaranty or other credit support arrangement pursuant to own which any member of the SCF Group has guaranteed an obligation of any other member of the SCF Group where vessels are the collateral. (b) With respect to each SCF Vessel that is operated by a member of the SCF Group under lease or charter and except as disclosed on Schedule 4.13(b), (i) such member of the SCF Group has a valid right to charter or a valid leasehold interest in such vessel; (ii) such charter agreement or lease is in full force and effect in accordance with its terms; (iii) all rents, charter payments and other monetary amounts that have become due and payable thereunder have been paid in full; (iv) no waiver, indulgence or postponement of the obligations thereunder has been granted by the other party thereto; (v) there exists no material default (or an event that, with notice or lapse of time or both would constitute a material default) under such charter agreement or lease; (vi) such member of the SCF Group has not violated any of the terms or conditions under any such charter agreement or lease and, as to the case may beknowledge of SCF, there is no condition or covenant to be observed or performed by any other party under such charter agreement or lease that has not been fully observed or performed; (vii) the transactions described in this Agreement will not constitute a default under or cause for termination or modification of such charter agreement or lease and operate (viii) to the knowledge of SCF, there is no unrepaired damage to any equipment that could affect certification or class or be budgeted for repair in the next twelve months. (c) Schedule 4.13(c) contains a list of all leases or charters providing for the use by a member of the SCF Group of an SCF Vessel, which list contains a description of the terms of such vessels under all applicable international, national, state lease or charter. Complete and local conventions, laws, regulations, orders, Governmental Licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders correct copies of each lease or charter have been delivered to SEACOR. (d) With respect to each SCF Vessel and except as indicated on Schedule 4.13(d), (i) such vessel’s SCF Vessel is lawfully and duly documented under the flag stateof the nation listed on Schedule 4.13(a) for such SCF Vessel, except where (ii) such failure SCF Vessel is afloat and in satisfactory operating condition for charter, (iii) such SCF Vessel holds in full force and rights required for operation in the manner vessels of its kind are being operated in the geographical area in which such SCF Vessel is presently being operated, (iv) to be so qualified the knowledge of SCF, no event has occurred and no condition exists that would not havematerially or adversely affect the condition of such SCF Vessel the cost of which to repair, individually or in the aggregate, a Material Adverse Effect. (C) Each Owned Vessel isexceeds $75,000, and each Contracted (v) with respect to any SCF Vessel will be, classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a classification society which is a full classed, such vessel is in class, free of any recommendations of which any member of the International Association of Classification Societies and each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure each Contracted Vessel will be, in class with valid class and trading certificates, without any overdue recommendationsSCF Group has been informed.

Vessels. (A) All Each of the vessels described in the Registration Statement, the General Disclosure Package and the Prospectus, except for Prospectus as being owned by the Contracted Vessels Company or any Subsidiary as described therein (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 (the “"Owned Vessels”") hereto has been duly and validly registered as in the name of a vessel Subsidiary under the laws and regulations and flag of the jurisdiction set forth opposite nation of its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 registration and no other action is necessary to establish and perfect such entity’s 's title to and interest in such vessel any of the Owned Vessels as against any charterer or third party; each party and is owned directly by the Company or such Subsidiary free and clear of all liens, claims, security interests or other encumbrances, except such as are described in or contemplated by the Registration Statement, the General Disclosure Package and the Prospectus. Each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. (B) Each memorandum of agreement or option agreement to which the Company or any of its Subsidiaries is a party to purchase any vessels as described in the Registration Statement, the General Disclosure Package and the Prospectus has been duly authorized and has been executed and delivered by the respective parties thereto, and the Company has no reason to believe that such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; agreements do not constitute valid and binding agreements of each such party enforceable in all material respects against each such party in accordance with its terms. Upon exercise of its rights to acquire any vessel as provided for in any such memorandum of agreement or option agreement, the Company or applicable Subsidiary will have an enforceable right to acquire the vessel subject to the same. (C) Each of the Owned Vessel Vessels is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where in which it is registered as registered, except where such lien or defect of title or record would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, not result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction. (BD) Each of the Owned Vessel is, and the Company will use reasonable commercial efforts to ensure that each Contracted Vessel will be, Vessels is operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authoritygovernmental authority, classification society or insurer applicable to the respective vessel Owned Vessel (collectively, “"Maritime Guidelines”") and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses governmental licenses and other requirements (including, without limitation, all Environmental Laws), in each case as in effect on the date hereof, except where such failure to be in compliance would not have, individually or result in the aggregate, a Material Adverse Effect. The Company and each applicable Subsidiary are, and with respect to the Contracted Vessels will be, are qualified to own or lease, as the case may be, and operate such vessels Owned Vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses governmental licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such vessel’s 's flag state, in each case as in effect on the date hereof, except where such failure to be so qualified would not have, individually or result in the aggregate, a Material Adverse Effect. (CE) Each of the Owned Vessel is, and each Contracted Vessel will be, Vessels is classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a classification society which is a full member of the International Association of Classification Societies and each such Owned Vessel is, and the Company will use reasonable commercial efforts to ensure each Contracted Vessel will be, Vessels are in class with valid class and trading certificates, without any overdue recommendations, in each case based on the classification and certification requirements in effect on the date hereof.

Vessels. (A1) All Each of (i) the credit facilities to finance the purchase price of the vessels under the debt agreements of the Company (the “Credit Facilities”), (ii) the time charters for vessels contracted or owned by the Company (the “Time Charters”), (iii) the management agreements relating to the vessels managed by the Company (the “Management Agreements”) and (iv) the bareboat charters for the vessels leased by the Company (the “Bareboat Charters”), in each case, as described in the Registration Statement, the General Disclosure Package and the Prospectus, except has been duly authorized and has been executed and delivered by the Company or one of its subsidiaries, and assuming the due authorization, execution and delivery by the other parties thereto, the Company has no reason to believe that such Credit Facilities, Time Charters, Management Agreements or Bareboat Charters do not constitute valid and binding agreements of each such party enforceable in all material respects against each such party in accordance with their terms, as may be amended, except, in each case, for the Contracted Vessels failures which would not result in a Material Adverse Effect. (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the 2) The vessels listed on Schedule F-1 E-1 hereto (the “Owned Vessels”) are owned directly by the Company or one of its subsidiaries (or the Company or one of its subsidiaries has entered into a bareboat charter in which case the applicable subsidiary is the disponent owner); each of the Owned Vessels and the vessels listed on Schedule E-II hereto (the “Chartered Vessels”) has been duly registered as a vessel in the name of the Company or subsidiary that owns it under the laws and regulations and flag of the jurisdiction set forth opposite nation of its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and registration and, as applicable, no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or other third party; each such Subsidiary entity has good title to the applicable Owned Vessel or Chartered Vessel, as applicable, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and such any other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel or Chartered Vessel, as applicable, is in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction. (B3) Each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure that each Contracted Chartered Vessel will be, has been operated in compliance in all material respects with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authoritygovernmental authority, classification society or insurer applicable to the respective vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses governmental licenses and other requirements (including, without limitation, all Environmental Laws)) in the jurisdictions in which the Company and its subsidiaries operate or where such vessel is operated, in each case as in effect on the date hereof, except where such failure to be in compliance would not have, individually or in the aggregate, a Material Adverse Effect. The Company and each applicable Subsidiary are, and with respect to the Contracted Vessels will be, qualified to own or lease, as the case may be, and operate such vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such vessel’s flag state, except where such failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Effect. (C) Each Owned Vessel is, and each Contracted Vessel will be, classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a classification society which is a full member of the International Association of Classification Societies and each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure each Contracted Vessel will be, in class with valid class and trading certificates, without any overdue recommendations.

Vessels. The Administrative Agent shall have received satisfactory evidence that, as to each Vessel included in the Collateral, (A1) All each Vessel has a fishery endorsement and is owned and controlled by citizens of the vessels described United States as required by the AFA and regulations promulgated thereunder and meets all requirements to maintain such other endorsements as each Vessel may have, (2) each Vessel and Vessel Owning Company have a record of operations and activities reasonably satisfactory to the Administrative Agent to assure its continuing right to engage in the Registration Statementfisheries in which it has historically participated, (3) the transactions contemplated under the Credit Documents and the occurrence of the Effective Date shall not adversely affect the ownership or control of each such Vessel under the AFA nor such Vessel’s nor Vessel Owning Company’s continuing right to engage in the fisheries in which it has historically participated, and (4) the transactions contemplated under the Credit Documents and occurrence of the Effective Date shall result in Administrative Agent (or a Collateral Agent or trustee on its behalf) having preferred marine mortgages on each Vessel so long as any Obligations remain outstanding hereunder and under the other Credit Documents; and all filing and recording fees and taxes shall have been duly paid and any surveys, title insurance, landlord waivers and access letters requested by the Administrative Agent with respect to real property interests of the Parent and its Subsidiaries shall have been obtained. All corporate and legal proceedings and instruments and agreements relating to the transactions contemplated by this Agreement and the other Credit Documents or in any other document delivered in connection herewith or therewith shall be satisfactory in form and substance to the Administrative Agent and its counsel, and the Administrative Agent shall have received all information and copies of all documents and papers, including records of corporate proceedings, governmental approvals, good standing certificates and bring-down telegrams, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper corporate or governmental authorities. The documents referred to in this Section shall be delivered to the Administrative Agent no later than the Effective Date. The certificates and opinions referred to in this Section shall be dated the Effective Date. On the Effective Date, the General Disclosure Package Existing Credit Agreement will be automatically amended and restated in its entirety to read as set forth herein. On and after the ProspectusEffective Date, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each rights and obligations of the vessels listed on Schedule F-1 (parties hereto shall be governed by this Agreement; provided that the “Owned Vessels”) hereto has been duly registered as a vessel under the laws rights and regulations and flag obligations of the jurisdiction set forth opposite its name on Schedule F-1 in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-1 and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, free and clear of all mortgages, pledges, liens, security interests and claims and all defects of the title of record except for those liens arising under Credit Facilities, each as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, and such other encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Owned Vessel is in good standing parties hereto with respect to the payment of past and current taxes, fees and other amounts payable under period prior to the laws Effective Date shall continue to be governed by the provisions of the jurisdiction where it is registered Existing Credit Agreement. Once the Effective Date has occurred, all references to the Existing Credit Agreement in any document, instrument, agreement, or writing shall from and after the Effective Date be deemed to refer to this Agreement, and, as would affect its registry with used in this Agreement, the ship registry terms, “herein”, “hereunder”, “hereto”, and words of such jurisdiction except for failures to be in good standing which would notsimilar import shall mean, in from and after the aggregateEffective Date, result in a Material Adverse Effectthis Agreement. Upon delivery to and acceptance by Promptly after the relevant Subsidiary under Effective Date occurs, the MoAs Administrative Agent shall notify the Borrower and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each Lenders of the vessels listed on Schedule F-2 hereto Effective Date, and specified as being under contract (such notice shall be conclusive and binding in all parties hereto. If the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under Effective Date does not occur before October 31, 2005, the laws Commitments shall terminate at the close of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, business on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will be in good standing with respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction. (B) Each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure that each Contracted Vessel will be, operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authority, classification society or insurer applicable to the respective vessel (collectively, “Maritime Guidelines”) and all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses and other requirements (including, without limitation, all Environmental Laws), except where such failure to be in compliance would not have, individually or in the aggregate, a Material Adverse Effect. The Company and each applicable Subsidiary are, and with respect to the Contracted Vessels will be, qualified to own or lease, as the case may be, and operate such vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such vessel’s flag state, except where such failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Effect. (C) Each Owned Vessel is, and each Contracted Vessel will be, classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a classification society which is a full member of the International Association of Classification Societies and each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure each Contracted Vessel will be, in class with valid class and trading certificates, without any overdue recommendations.

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

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

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

Vessels. (Aa) All A complete equipment roster for the Company’s Shipping Subsidiaries is contained in Sections 19.01.01.01 through .06 of the vessels described in Intralinks data site (as appearing therein on the Registration Statementdate of this Agreement) assembled by the Company and disclosed to Parent, including all open, lift cover and roll cover xxxxxx barges owned, chartered, subchartered, leased, or operated by the General Disclosure Package Company and the Prospectus, except for the Contracted Vessels (each of which a Subsidiary has contracted to acquire), are owned directly by Subsidiaries); each of the vessels listed on Schedule F-1 its Subsidiaries (the “Owned Vessels”) hereto has been duly registered as a ). Each Vessel is designed to meet in all material respects and, on the Closing Date, shall meet in all material respects, the requirements under all Laws applicable to such vessel under the laws in its current use, and all rules and regulations promulgated under such Laws. The Company maintains for the Vessels such U.S. Coast Guard Certificates of Inspection and flag other certificates as may be required under applicable Law for the Vessels, current use, and all such certificates are valid and in full force and effect with no recommendations or outstanding requirements and, to the Company’s knowledge, kept in the respective locations required by Law. (b) Each of the jurisdiction set forth opposite Company or its name on Schedule F-1 in Subsidiaries, as applicable, is the sole ownership owner of the Subsidiary set forth opposite its name on Schedule F-1 each Vessel owned by it and no other action is necessary to establish and perfect such entity’s title to and interest in such vessel as against any charterer or third party; each such Subsidiary has good title to the applicable Owned Vessel, each such Vessel free and clear of all mortgagesLiens, pledgesexcept for (i) Liens that collateralize indebtedness that is properly reflected on the December 31 Balance Sheet and (ii) Permitted Liens, liensprovided that the obligations collateralized by such Permitted Liens are not delinquent or are being contested in good faith. (c) With respect to each Vessel under any bareboat, security interests time, voyage or other charter lease or similar contracts, including contracts of affreightment (collectively, the “Maritime Contracts”), (i) the Company and claims its Subsidiaries have a valid right to charter or lease such vessel; (ii) each Maritime Contract is in full force and effect in accordance with its terms; (iii) all defects rents, charter payments, and other monetary amounts that have become due and payable under the Maritime Contracts have been paid in full; (iv) no waiver, indulgence, or postponement of the title obligations thereunder has been granted to the other party thereto; (v) there exists no default (or an event that, with notice or lapse of record except time or both would constitute a default) under such Maritime Contracts; (vi) neither the Company nor any of its Subsidiaries has violated any of the terms or conditions under any of the Maritime Contracts and, to the knowledge of the Company, there is no condition or covenant to be observed or performed by any other party under any of the Maritime Contracts that has not been fully observed or performed; and (vii) the transactions described in this Agreement will not constitute a default under or cause for those liens arising under Credit Facilitiestermination or modification of any of the Maritime Contracts, each as disclosed except, in the Registration Statementcase of clauses (iii)-(vi) immediately above, the General Disclosure Package and the Prospectus, and such other encumbrances which would notfor matters which, in the aggregate, result in are not material to the Company Shipping Subsidiaries as a Material Adverse Effect; and each such Owned Vessel is in good standing with whole. (d) With respect to the payment of past and current taxes, fees and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction except for failures to be in good standing which would not, in the aggregate, result in a Material Adverse Effect. Upon delivery to and acceptance by the relevant Subsidiary under the MoAs and the Newbuilding Contracts described in the Registration Statement, General Disclosure Package and Prospectus, each of the vessels listed on Schedule F-2 hereto and specified as being under contract (the “Contracted Vessels”) for delivery to and acceptance by a Subsidiary will be duly registered as a vessel under the laws of the jurisdiction set forth opposite its name on Schedule F-2, or under the laws of a generally accepted shipping industry flag jurisdiction, in the sole ownership of the Subsidiary set forth opposite its name on Schedule F-2, on such date, each such Subsidiary will have good title to the applicable Contracted Vessel, free and clear of all mortgages, pledges, liens, security interests, claims and all defects of the title of record, except for any mortgages, pledges, liens, security interests or claims arising from any financing arrangement which the Company or Subsidiary may enter to finance the acquisition of the Contracted Vessel and except such encumbrances which as would not, in the aggregate, result in a Material Adverse Effect; and each such Contracted Vessel will not be in good standing with respect material to the payment business of past MGT Services, Inc. and current taxesM/G Transport Services, fees Inc. and other amounts payable under the laws of the jurisdiction where it is registered as would affect its registry with the ship registry of such jurisdiction. (B) Each Owned Vessel is, and the Company will use reasonable commercial efforts to ensure that each Contracted Vessel will be, operated in compliance with the rules, codes of practice, conventions, protocols, guidelines or similar requirements or restrictions imposed, published or promulgated by any Governmental Authority, classification society or insurer applicable to the respective vessel Subsidiary (collectively, the “Maritime GuidelinesCompany Shipping Subsidiaries”) as a whole, (i) such Vessel is afloat and all applicable international, national, state is in every way fit for its intended use (normal wear and local conventions, laws, regulations, orders, Governmental Licenses and other requirements (including, without limitation, all Environmental Laws), except where such failure to be in compliance would not have, individually or in tear excepted) under the aggregate, a Material Adverse Effect. The Company and each applicable Subsidiary areMaritime Contracts, and with respect (ii) to the Contracted Vessels will be, qualified to own or lease, as the case may be, and operate such vessels under all applicable international, national, state and local conventions, laws, regulations, orders, Governmental Licenses and other requirements (including, without limitation, all Environmental Laws) and Maritime Guidelines, including the laws, regulations and orders of each such vessel’s flag state, except where such failure to be so qualified would not have, individually or in the aggregate, a Material Adverse Effect. (C) Each Owned Vessel is, and each Contracted Vessel will be, classed by any of Lloyd’s Register of Shipping, American Bureau of Shipping, Det Norske Veritas or a classification society which is a full member knowledge of the International Association Company, no event has occurred and no condition exists that would adversely affect the commercial operation of Classification Societies and each Owned such Vessel is, and or its performance under the Company will use reasonable commercial efforts to ensure each Contracted Vessel will be, in class with valid class and trading certificates, without any overdue recommendationsMaritime Contracts.

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

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

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