OR THE OFFERING MEMORANDUM HAS BEEN MADE OR REAFFIRMED WITHOUT A
REASONABLE BASIS OR HAS BEEN DISCLOSED OTHER THAN IN GOOD FAITH.
14
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STATISTICAL AND MARKET DATA.
NOTHING HAS COME TO THE ATTENTION
OF THE COMPANY THAT HAS CAUSED THE COMPANY TO BELIEVE THAT THE STATISTICAL AND
MARKET-RELATED DATA INCLUDED OR INCORPORATED BY REFERENCE IN EACH OF THE TIME OF
SALE INFORMATION AND THE OFFERING MEMORANDUM IS NOT BASED ON OR DERIVED FROM
SOURCES THAT ARE RELIABLE AND ACCURATE IN ALL MATERIAL RESPECTS.
(UU)
SARBANES-OXLEY ACT.
THERE IS AND HAS BEEN NO FAILURE ON THE PART
OF THE COMPANY OR, TO THE KNOWLEDGE OF THE COMPANY, ANY OF THE COMPANY'S
DIRECTORS OR OFFICERS, IN THEIR CAPACITIES AS SUCH, TO COMPLY IN ALL MATERIAL
RESPECTS WITH ANY PROVISION OF THE SARBANES-OXLEY ACT OF 2002 AND THE RULES AND
REGULATIONS PROMULGATED IN CONNECTION THEREWITH (THE "SARBANES-OXLEY ACT"),
INCLUDING SECTION 402 RELATED TO LOANS AND SECTIONS 302 AND 906 RELATED TO
CERTIFICATIONS.
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VESSELS.
EACH OF THE VESSELS OWNED BY THE COMPANY OR ONE OF ITS
SUBSIDIARIES HAS BEEN DULY REGISTERED IN THE NAME OF THE SUBSIDIARY OF THE
COMPANY THAT OWNS IT UNDER THE LAWS AND REGULATIONS AND THE FLAG OF THE NATION
OF ITS REGISTRATION AND NO OTHER ACTION IS NECESSARY TO ESTABLISH AND PERFECT
SUCH SUBSIDIARY'S TITLE TO AND INTEREST IN SUCH VESSELS AS AGAINST ANY CHARTERER
OR THIRD PARTY.
4.
Further Agreements of the Company and the Subsidiary Guarantors.
The Company and each of the Subsidiary Guarantors jointly and severally covenant
and agree with each Initial Purchaser that:
(A)
DELIVERY OF COPIES.
THE COMPANY WILL DELIVER, WITHOUT CHARGE, TO
THE INITIAL PURCHASERS AS MANY COPIES OF THE PRELIMINARY OFFERING MEMORANDUM,
ANY OTHER TIME OF SALE INFORMATION, ANY ISSUER WRITTEN COMMUNICATION AND THE
OFFERING MEMORANDUM (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AS THE
REPRESENTATIVE MAY REASONABLY REQUEST.
(B)
OFFERING MEMORANDUM, AMENDMENTS OR SUPPLEMENTS.
BEFORE FINALIZING
THE OFFERING MEMORANDUM OR MAKING OR DISTRIBUTING ANY AMENDMENT OR SUPPLEMENT TO
ANY OF THE TIME OF SALE INFORMATION OR THE OFFERING MEMORANDUM OR FILING WITH
THE COMMISSION ANY DOCUMENT THAT WILL BE INCORPORATED BY REFERENCE THEREIN, THE
COMPANY WILL FURNISH TO THE REPRESENTATIVE AND COUNSEL FOR THE INITIAL
PURCHASERS A COPY OF THE PROPOSED OFFERING MEMORANDUM OR SUCH AMENDMENT OR
SUPPLEMENT OR DOCUMENT TO BE INCORPORATED BY REFERENCE THEREIN FOR REVIEW, AND
WILL NOT DISTRIBUTE ANY SUCH PROPOSED OFFERING MEMORANDUM, AMENDMENT OR
SUPPLEMENT OR FILE ANY SUCH DOCUMENT WITH THE COMMISSION TO WHICH THE
REPRESENTATIVE REASONABLY OBJECTS.
(C)
ADDITIONAL WRITTEN COMMUNICATIONS.
BEFORE MAKING, PREPARING,
USING, AUTHORIZING, APPROVING OR REFERRING TO ANY ISSUER WRITTEN COMMUNICATION,
THE COMPANY WILL FURNISH TO THE REPRESENTATIVE AND COUNSEL FOR THE INITIAL
PURCHASERS A COPY OF SUCH PROPOSED WRITTEN COMMUNICATION FOR REVIEW AND WILL NOT
MAKE, PREPARE, USE, AUTHORIZE, APPROVE OR REFER TO ANY SUCH WRITTEN
COMMUNICATION TO WHICH THE REPRESENTATIVE REASONABLY OBJECTS.
(D)
NOTICE TO THE REPRESENTATIVE.
THE COMPANY WILL ADVISE THE
REPRESENTATIVE PROMPTLY, AND CONFIRM SUCH ADVICE IN WRITING, (I) OF THE ISSUANCE
BY ANY GOVERNMENTAL