SUBSIDIARIES TAKEN AS A WHOLE;
(III) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS SUSTAINED ANY MATERIAL
LOSS OR INTERFERENCE WITH ITS BUSINESS FROM FIRE, EXPLOSION, FLOOD OR OTHER
CALAMITY, WHETHER OR NOT COVERED BY INSURANCE, OR FROM ANY LABOR DISTURBANCE OR
DISPUTE OR ANY ACTION, ORDER OR DECREE OF ANY COURT OR ARBITRATOR OR
GOVERNMENTAL OR REGULATORY AUTHORITY; (IV) THERE HAS NOT BEEN A MATERIAL LOSS
(WHETHER ACTUAL OR CONSTRUCTIVE OR PARTIAL OR TOTAL) OF OR TO ANY OF THE VESSELS
THAT ARE DESCRIBED IN THE TIME OF THE SALE INFORMATION AND THE OFFERING
MEMORANDUM AS OWNED OR TO BE ACQUIRED BY THE COMPANY OR ANY SUBSIDIARY
GUARANTOR; AND (V) NO SUCH VESSEL HAS BEEN ARRESTED OR REQUISITIONED FOR TITLE
OR HIRE; EXCEPT IN THE CASE OF CLAUSES (I) THROUGH (V) ABOVE AS OTHERWISE
DISCLOSED IN EACH OF THE TIME OF SALE INFORMATION AND THE OFFERING MEMORANDUM.
5
(F)
ORGANIZATION AND GOOD STANDING.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES HAVE BEEN DULY ORGANIZED AND ARE VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THEIR RESPECTIVE JURISDICTIONS OF ORGANIZATION, ARE
DULY QUALIFIED TO DO BUSINESS AND ARE IN GOOD STANDING IN EACH JURISDICTION IN
WHICH THEIR RESPECTIVE OWNERSHIP OR LEASE OF PROPERTY OR THE CONDUCT OF THEIR
RESPECTIVE BUSINESSES REQUIRES SUCH QUALIFICATION, AND HAVE ALL POWER AND
AUTHORITY NECESSARY TO OWN OR HOLD THEIR RESPECTIVE PROPERTIES AND TO CONDUCT
THE BUSINESSES IN WHICH THEY ARE ENGAGED, EXCEPT WHERE THE FAILURE TO BE SO
QUALIFIED, IN GOOD STANDING OR HAVE SUCH POWER OR AUTHORITY WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT ON THE
BUSINESS, PROPERTIES, MANAGEMENT, FINANCIAL POSITION, RESULTS OF OPERATIONS OR
PROSPECTS OF THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE OR ON THE
PERFORMANCE BY THE COMPANY AND THE SUBSIDIARY GUARANTORS OF THEIR OBLIGATIONS
UNDER THE SECURITIES AND THE SUBSIDIARY GUARANTEES, RESPECTIVELY (A "MATERIAL
ADVERSE EFFECT").
THE COMPANY DOES NOT OWN OR CONTROL, DIRECTLY OR INDIRECTLY,
ANY CORPORATION, ASSOCIATION OR OTHER ENTITY OTHER THAN THE SUBSIDIARIES LISTED
ON SCHEDULE 3 HERETO.
(G)
CAPITALIZATION.
THE COMPANY HAS AN AUTHORIZED CAPITALIZATION AS
SET FORTH IN EACH OF THE TIME OF SALE INFORMATION AND THE OFFERING MEMORANDUM
UNDER THE HEADING "CAPITALIZATION" AND ALL THE OUTSTANDING SHARES OF CAPITAL
STOCK OR OTHER EQUITY INTERESTS OF EACH SUBSIDIARY OF THE COMPANY HAVE BEEN DULY
AND VALIDLY AUTHORIZED AND ISSUED, ARE FULLY PAID AND NON-ASSESSABLE AND ARE
OWNED DIRECTLY OR INDIRECTLY BY THE COMPANY (EXCEPT, IN THE CASE OF ANY FOREIGN
SUBSIDIARY, FOR DIRECTORS' QUALIFYING SHARES OR SHARES OTHERWISE REQUIRED TO BE
OWNED BY OTHER PERSONS OTHER THAN THE COMPANY PURSUANT TO APPLICABLE LAW), FREE
AND CLEAR OF ANY LIEN, CHARGE, ENCUMBRANCE, SECURITY INTEREST, RESTRICTION ON
VOTING OR TRANSFER OR ANY OTHER CLAIM OF ANY THIRD PARTY, OTHER THAN THOSE
ARISING UNDER THE COMPANY'S CREDIT AGREEMENT, DATED AS OF OCTOBER 20, 2009 (AS
AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED AS OF THE DATE HEREOF, THE "CREDIT
AGREEMENT"), AND ARLINGTON'S LOAN AGREEMENT, DATED AS OF DECEMBER