notice or the passage of time or both) by the Mortgagor of any of its Organizational Documents, any applicable law or administrative rule or regulation, or applicable court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, lease, contract or other agreement or instrument to which the Mortgagor is a party or by which it or its properties are otherwise subject or bound, or result in the creation or imposition of any prohibited Lien of any nature whatsoever upon any of the property or assets of the Mortgagor.

SECTION 2.06. Governmental Authorizations; Other Consents or Approvals. 2.06. Governmental Authorizations; Other Consents or Approvals. No consent or approval of any trustee, holder of any indebtedness of the Mortgagor or any other Person, and no consent, permission, authorization, order or license of, or filing or registration with, any governmental entity is necessary in connection with the execution and delivery of this Mortgage and each of the Transaction Documents, the consummation of any transaction herein or therein described, or the fulfillment of or compliance with the terms and conditions hereof or thereof, except as have been obtained or made and as are in full force and effect.

SECTION 2.07. No Litigation. 2.07. No Litigation. There is no action, suit, proceeding, inquiry or investigation, before or by any court or Federal, state, municipal or other governmental authority, pending, or to the knowledge of the Mortgagor after reasonable inquiry and investigation, threatened against or affecting the Mortgagor or the assets, properties or operations of the Mortgagor which are likely to be determined to have, or could be reasonably expected to have, a Material Adverse Effect. The Mortgagor is not in default (and no event has occurred and is continuing which with the giving of notice or the passage of time or both could constitute a default) with respect to any order or decree of any court or any order, regulation or demand of any Federal, state, municipal or other governmental authority, which default could reasonably be expected to have a Material Adverse Effect.

SECTION 2.08 Ownership of Collateral; Liens. 2.08 Ownership of Collateral; Liens. The Mortgagor lawfully owns each Vessel, free from any Lien except for Permitted Liens. SECTION 2.09. Mortgagor’s United States Citizenship. 2.09. Mortgagor’s United States Citizenship. The Mortgagor is a citizen of the United States within the meaning of Section 50501 of Title 46 of the United States Code and shall remain such a citizen for operation in the trades in which the Mortgagor proposes to operate the Vessels. SECTION 2.10. Taxes. 2.10. Taxes. The Mortgagor has filed all Federal, state and other material tax returns and reports required to be filed, and has paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Mortgagor that would, if made, have a Material Adverse Effect.

### ARTICLE III Affirmative Covenants

So long as the Mortgagee shall have any obligations under the Agreement or the Guarantee, or any obligations remain outstanding, unpaid or unsatisfied under this Mortgage, the Agreement,

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