(a) Warranty of Title. Warranty of Title. The Mortgagor shall, for the Mortgagee's benefit, warrant and defend the title to, and possession of, each Vessel and every part thereof against the claims and demands of all Persons whomsoever. (b) Taxes and Governmental Charges. Taxes and Governmental Charges. The Mortgagor shall pay and discharge, or cause to be paid and discharged, on or before the same shall become delinquent, all taxes, assessments, government charges, fines and penalties lawfully imposed upon each Vessel, unless the same are being diligently contested in good faith. (c) Vessel No Liens Certificate. Vessel No Liens Certificate. (1) At the later to occur of the Closing Date or the Delivery Date of each Vessel, the Mortgagor and the Shipyard shall provide an Officer’s Certificate stating that there are no liens or rights in rem against the respective Vessel except for the Mortgage; and (2) after the Delivery Date of each Vessel, the Mortgagor shall satisfy, or cause to be satisfied, within thirty(30) days of its knowledge thereof, any Lien which shall be filed against such Vessel unless the same is being diligently contested in good faith. (d) Compliance with Applicable Laws. with Applicable Laws. The Mortgagor shall at all times be in compliance with all laws of the United States and other jurisdictions, if applicable, and shall cause each Vessel (1) to be designed to meet, and on the Delivery Date thereof and at all times thereafter shall meet, all requirements of applicable laws, treaties and conventions, and of applicable rules and regulations thereunder, and (2) to have on board valid certificates showing compliance therewith; provided that the foregoing shall not apply if (A) the Vessel is in Government Use; (B) there has been an actual or constructive total loss or an agreed or compromised total loss of such Vessel; or (C) there has been any other loss with respect to such Vessel and the Mortgagor shall not have had a reasonable time to repair the same.

(e) Vessels Condition and Maintenance. The Mortgagor shall cause each Vessel to be constructed, maintained and operated so as to meet, at all times, the highest classification, certification, rating and inspection standards for Vessels of the same age and type as may be imposed by the Classification Society; provided that, the foregoing shall not apply if (1) the Vessel is or has been under Government Use, (2) there has been an actual or constructive total loss or an agreed or compromised total loss of such Vessel, or (3) there has been any other loss with respect to such Vessel and the Mortgagor shall not have had a reasonable time to repair the same. In addition to the foregoing, the Mortgagor will keep the Vessels in as good condition as will enable it to pass such inspection as may be required by marine underwriters as a condition of their writing such insurance in such amounts as are required under the Agreement or this Mortgage or as required by the United States Coast Guard as a condition to certifying that the Vessels are seaworthy and in compliance with all applicable safety, navigational, and pollution control requirements. The Mortgagor shall furnish the Mortgagee full information regarding any casualties or other accidents or damage to the Vessels.

(f) Classification of the Vessels. the Vessels. At the later to occur of the Closing Date or the Delivery Date, the Mortgagor shall furnish to the Mortgagee an interim class certificate issued for each such Vessel by the Classification Society and promptly after receipt by Mortgagor, furnish to the Mortgagee a certificate of class with respect to each such Vessel issued by the Classification Society.

First Preferred [Fleet/Ship] Mortgage, Contract No. MA-\_\_\_\_\_\_ Page 7