Common use of Collateral Maintenance Clause in Contracts

Collateral Maintenance. (a) As of the Effective Date, to secure the Pledgor Obligations, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. If, at any time during the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor), the Eligible Collateral in the Account has a Collateral Value that is less than the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant to the Wire Transfer Instructions such that the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account in accordance with the preceding terms of this Section 3, such failure shall constitute an Event of Default hereunder. (b) Provided that (i) no Event of Default has occurred and is continuing, and (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As Neither the Parent nor Borrower will permit the aggregate fair market value of all Mortgaged Vessels owned by the Effective DateParent, to secure Borrower and the Pledgor ObligationsSubsidiary Guarantors which have not been sold, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term of this Agreementtransferred, Pledgor covenants and agrees to maintainlost or otherwise disposed of, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. Ifon an individual charter-free basis, at any time during (such value, the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor“Aggregate Mortgaged Vessel Value”), as determined by the Eligible Collateral in most recent appraisal delivered by either of the Account has a Collateral Value that is less than the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant Parent or Borrower to the Wire Transfer Instructions such that Administrative Agent or obtained by the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Administrative Agent in accordance with Section 8.01(c) to equal less than 110% of the preceding terms Aggregate Commitment at such time; provided that, so long as any default in respect of this Section 39.09 is not caused by any voluntary Collateral Disposition, such failure default shall not constitute an Event of Default hereunder. so long as within 45 days of the occurrence of such default, the Parent shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) Provided such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents), sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of the total commitment under the 2011 Credit Agreement in an amount sufficient to cure such default and repay the loans under the 2011 Credit Agreement and/or 2010 Credit Agreement (it being understood that (i) any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent that no Default or Event of Default has occurred and is continuing, and (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuingexists hereunder immediately after giving effect thereto); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As The Parent will not permit the aggregate Fair Market Value of all Collateral Vessels owned by the Effective DateCredit Parties which have not been sold, to secure transferred, lost or otherwise disposed of at any time (such value, the Pledgor Obligations“Aggregate Collateral Vessel Value”), Pledgor agrees to wire transfer as determined by the most recent appraisal delivered by the Borrower to the Account Eligible Collateral Administrative Agent or obtained by the Administrative Agent in accordance with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”Section 8.01(d). During the term of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. If, at any time during to equal less than (I) from the term Third Amendment to and including June 30, 2015, 110% of an amount equal to (x) the amount of the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time, (II) from July 1, 2015 to and including December 31, 2016, 115% of an amount equal to (x) the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time and (III) thereafter, 120% of an amount equal to (x) the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time; provided that, so long as any default in respect of this Section 9.09(a) is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) (it being understood that (a) the Borrower may, in its sole discretion, decide whether the additional collateral posted to cure such default shall constitute Primary Collateral or Secondary Collateral and (b) cash denominated in US$ Dollars shall always be deemed to constitute collateral satisfactory to the Required Lenders and shall be valued at par) or (ii) make such repayment of Loans under this Agreement for and loans under the Other Credit Agreement on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time, in each case in an amount sufficient to cure such default (it being understood that any reason action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09(a) to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto). (including, without limitation, inadvertent release by Secured Party b) In order to Pledgorcomply with clauses (I), (II) and (III) of Section 9.09(a) above, the Eligible Collateral Parent may, at any time, deposit into the 273 Blocked Account and the 508 Blocked Account on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time (the amount of Unrestricted Cash and Cash Equivalents so deposited in the 273 Blocked Account has a Collateral Value that is less than being the Required Collateral “273 Blocked Amount”), Pledgor shallan amount of Unrestricted Cash and Cash Equivalents held by the Parent and its Subsidiaries at such time such that, within three (3after giving effect to such deposit, the Parent would be in compliance with the provisions of Section 9.09(a) Business Days after at such time; provided that, at such time, the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant Parent shall have furnished to the Wire Transfer Instructions Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish the amount of the Unrestricted Cash and Cash Equivalents that are required by the Parent in order to establish compliance with the provisions of this Section 9.09 at the time of such that deposit. Amounts on deposit in the aggregate Collateral Value equals or exceeds 273 Blocked Account may be released from the Required Collateral Amount. If 273 Blocked Account at any such time Pledgor as the Parent shall fail to transfer additional cash have furnished to the Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish compliance with the provisions of this Section 9.09 without the deduction of any such Unrestricted Cash and Cash Equivalents so long as no Default or Event of Default exists at such time or would result under Section 9.09 or otherwise from the withdrawal of from the 273 Blocked Account. The Collateral Agent may apply the amounts on deposit in the 273 Blocked Account in accordance with the preceding terms of this Section 3, such failure shall constitute Credit Documents at any time if an Event of Default hereunderexists at such time. (b) Provided that (i) no Event of Default has occurred and is continuing, and (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As The Parent will not permit the aggregate Fair Market Value of all Collateral Vessels owned by the Effective DateCredit Parties which have not been sold, to secure transferred, lost or otherwise disposed of at any time (such value, the Pledgor Obligations“Aggregate Collateral Vessel Value”), Pledgor agrees to wire transfer as determined by the most recent appraisal delivered by the Borrower to the Account Eligible Collateral Administrative Agent or obtained by the Administrative Agent in accordance with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”Section 8.01(d). During the term of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. If, at any time during to equal less than (I) from the term Third Amendment to and including June 30, 2015, 110% of an amount equal to (x) the amount of the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time, (II) from July 1, 2015 to and including December 31, 2016, 115% of an amount equal to (x) the amount of the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time and (III) thereafter, 120% of an amount equal to (x) the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time; provided that, so long as any default in respect of this Section 9.09(a) is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) (it being understood that (a) the Borrower may, in its sole discretion, decide whether the additional collateral posted to cure such default shall constitute Primary Collateral or Secondary Collateral and (b) cash denominated in US$ Dollars shall always be deemed to constitute collateral satisfactory to the Required Lenders and shall be valued at par) or (ii) make such repayment of Loans under this Agreement for and loans under the Other Credit Agreement on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time, in each case in an amount sufficient to cure such default (it being understood that any reason action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09(a) to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto). (including, without limitation, inadvertent release by Secured Party b) In order to Pledgorcomply with clauses (I), (II) and (III) of Section 9.09(a) above, the Eligible Collateral Parent may, at any time, deposit into the 508 Blocked Account and the 273 Blocked Account on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time (the amount of Unrestricted Cash and Cash Equivalents so deposited in the 508 Blocked Account has a Collateral Value that is less than being the Required Collateral “508 Blocked Amount”), Pledgor shallan amount of Unrestricted Cash and Cash Equivalents held by the Parent and its Subsidiaries at such time such that, within three (3after giving effect to such deposit, the Parent would be in compliance with the provisions of Section 9.09(a) Business Days after at such time; provided that, at such time, the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant Parent shall have furnished to the Wire Transfer Instructions Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish the amount of the Unrestricted Cash and Cash Equivalents that are required by the Parent in order to establish compliance with the provisions of this Section 9.09 at the time of such that deposit. Amounts on deposit in the aggregate Collateral Value equals or exceeds 508 Blocked Account may be released from the Required Collateral Amount. If 508 Blocked Account at any such time Pledgor as the Parent shall fail to transfer additional cash have furnished to the Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish compliance with the provisions of this Section 9.09 without the deduction of any such Unrestricted Cash and Cash Equivalents so long as no Default or Event of Default exists at such time or would result under Section 9.09 or otherwise from the withdrawal of from the 508 Blocked Account. The Collateral Agent may apply the amounts on deposit in the 508 Blocked Account in accordance with the preceding terms of this Section 3, such failure shall constitute Credit Documents at any time if an Event of Default hereunderexists at such time. (b) Provided that (i) no Event of Default has occurred and is continuing, and (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As The Parent will not permit the sum of the Effective Datefair market value of all Collateral Rigs which have not been sold, to secure the Pledgor Obligationstransferred, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term of this Agreementlost or otherwise disposed of, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. Ifon an individual charter-free basis, at any time during (such value, the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor“Aggregate Collateral Rig Value”), as determined by calculating the Eligible Collateral appraised value set forth in the Account has a most recent appraisal report related to each respective Collateral Value that is less than Rig and delivered by the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant Borrower to the Wire Transfer Instructions such that Administrative Agent or obtained by the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Administrative Agent in accordance with Section 9.01(c), to equal less than 150% of the preceding terms aggregate outstanding principal amount of the Loans and Letters of Credit Outstanding at such time; provided that, (x) for the avoidance of doubt, it is understood and agreed that the appraisal reports delivered on January 15, 2014 from Fearnleys Ltd. and on January 20, 2014 from Pareto Offshore AS shall be satisfactory for the purpose of making the calculation in this Section 10.9 from the Amendment and Restatement Effective Date until the next required date of delivery of appraisal reports under this Agreement; (y) so long as any violation of this Section 310.09 is not caused by any voluntary Collateral Disposition, such failure violation shall not constitute a Default or an Event of Default hereunder. (b) Provided that so long as within 60 days of the occurrence of such violation, the Borrower shall either (i) no Event post additional collateral (at the expense of Default has occurred and is continuing, and (iithe Borrower) the Collateral Value of Eligible Collateral held in the Account is greater than satisfactory to the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other partyLenders, pursuant to the notice provisions set forth Collateral and Guaranty Requirements and otherwise satisfactory in Annex I attached hereto form and incorporated herein by referencesubstance to the Collateral Agent, sufficient to cure such violation (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) repay outstanding Loans in an amount sufficient to cure such violation (it being understood that any action taken in respect of this proviso shall only be effective to cure such violation pursuant to this Section 10.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto) and (z) the value of any Collateral Rig shall not be included in the Aggregate Collateral Rig Value until such time as such Collateral Rig has been delivered to the Borrower or a Wholly-Owned Subsidiary of the Borrower and the Collateral and Guaranty Requirements have been fully satisfied with respect thereto.

Collateral Maintenance. The Borrower will not permit the aggregate Appraised Value of all Mortgaged Vessels owned by the Borrower and the Subsidiary Guarantors which have not been sold, transferred, lost or otherwise disposed of (it being understood that Permitted Chartering Arrangements do not constitute disposals for this purpose) (such value, the “Aggregate Mortgaged Vessel Value”), as determined by the most recent appraisals delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 5.12 or Section 8.01(c) to be (x) prior to January 1, 2011, less than [*] and (y) from and after January 1, 2011, less than [*] of the sum of (a) As the then outstanding principal amount of Other First Lien Obligations (including the Effective DateSenior Secured Notes) plus (b) the Total Commitment at such time; provided that, to secure the Pledgor Obligations, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term of this Agreement, Pledgor covenants and agrees to maintain, so long as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. If, at any time during the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor), the Eligible Collateral non-compliance in the Account has a Collateral Value that is less than the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant to the Wire Transfer Instructions such that the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account in accordance with the preceding terms respect of this Section 39.08 is not caused by any voluntary Collateral Disposition, such failure non-compliance shall not constitute a Default or an Event of Default hereunder. (b) Provided that so long as within 10 Business Days of the occurrence of such default, the Borrower shall either (i) no Event post additional collateral reasonably satisfactory to the Required Lenders in favor of Default has occurred the Collateral Agent (it being understood that cash collateral comprised of Dollars is satisfactory and is continuingthat it shall be valued at par), pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, in an aggregate amount sufficient to cure such non-compliance (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to make such excess. Upon written agreement reductions of the Parties, Secured Party may instead arrange for Total Commitment in an automatic monthly payment amount sufficient to cure such non-compliance and repay the Loans and/or cash collateralize the Letters of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant Credit to the wire transfer instructions provided extent required by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/ServicerSection 4.02(a). (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As The Parent will not permit the aggregate Fair Market Value of all Primary Collateral Vessels owned by the Credit Parties which have not been sold, transferred, lost or otherwise disposed of at any time (such value, the “Aggregate Primary Collateral Vessel Value”), as determined by the most recent appraisal delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(d) at any time to equal less than (I) from the Restatement Effective Date to and including December 31, 2012, 110% of the Effective Dateaggregate principal amount of outstanding Loans at such time, (II) from January 1, 2013 to secure and including December 31, 2013, 115% of the Pledgor Obligations, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value amount equal to the aggregate principal amount of outstanding Loans at such time minus the Blocked Amount, if any, (III) from January 1, 2014 to and including September 30, 2014, 120% of the amount equal to the aggregate principal amount of outstanding Loans at such time minus the Blocked Amount, if any, and (IV) thereafter, 120% of the aggregate principal amount of outstanding Loans at such time; provided that, so long as any default in respect of this Section 9.09 is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such repayment of Loans in an amount sufficient to cure such default (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto). (b) In order to comply with clauses (II) and (III) of Section 9.09(a) above, the Parent may, at any time, deposit an amount equal to the amount of Unrestricted Cash Amount and Cash Equivalents held by the Parent and its Subsidiaries at such time such that, after giving effect to such deposit, the Parent would be in compliance with the provisions of Section 9.08 at such time (the “Required Collateral Blocked Amount”) into a non-interest bearing blocked account with Nordea, as depository bank (the “Blocked Account”). During , with respect to which the Parent shall have duly executed and delivered a control agreement granting a first priority security interest to the Collateral Agent (reasonably satisfactory in all respects to the Collateral Agent), provided that (I) at such time, the Parent shall have furnished to the Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish the amount of the Unrestricted Cash and Cash Equivalents that are required by the Parent in order to establish compliance with the provisions of this Section 9.09 at the time of the deposit of the Blocked Amount into the Blocked Account and (II) notwithstanding anything set forth in Section 9.09 to the contrary, the Parent will not be permitted to deduct the Blocked Amount to establish compliance with the provisions of this Section 9.09 for more than 365 days in the aggregate during the term of this Agreement, Pledgor covenants and agrees . The Blocked Amount may be released from such Blocked Account at such time as the Parent shall have furnished to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish compliance with a Collateral Value not less than the Required Collateral Amount. If, at any time during the term provisions of this Agreement for Section 9.09 without the deduction of any reason (including, without limitation, inadvertent release by Secured Party to Pledgor), such Unrestricted Cash and Cash Equivalents so long as no Default or Event of Default exists at such time or would result under Section 9.08 or otherwise from the Eligible withdrawal of the Blocked Amount from the Blocked Account. The Collateral in Agent may apply the Account has a Collateral Value that is less than the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant to the Wire Transfer Instructions such that the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Blocked Amount in accordance with the preceding terms of this Section 3, such failure shall constitute the Credit Documents at any time if an Event of Default hereunder. (b) Provided that (i) no Event of Default has occurred and is continuing, and (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral exists at such time or would result from the Account, whereupon Secured Party agrees that it shall release withdrawal of the Blocked Amount from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/ServicerBlocked Account. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As The Borrower will not permit the aggregate Market Value of the Effective DateVessels to be less than the Required Amount, such test to secure be determined no more than semi annually as provided in Clause 19.6(c) below, provided that in the Pledgor Obligationsevent the Facility Agent, Pledgor agrees acting in accordance with Clause 20.30 (Dividends), requests additional valuations, such test shall be determined no more than quarterly. (b) In the event that the Borrower fails to wire transfer meet the ratio set out in this Clause 19.6, the Borrower shall, within thirty (30) days of notice being given by the Facility Agent so to do, either (i) prepay such amount of the Account Eligible Collateral with a Collateral Credits as will ensure that the aggregate of the Market Value equal to of the Cash Amount (the “Required Collateral Amount”). During the term of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value Vessels is not less than the Required Collateral Amount. IfAmount in respect of the Vessels; or (ii) provide or cause to be provided to the Security Trustee additional collateral, at any time during such collateral to be in all respects satisfactory to the term Facility Agent (acting on the instructions of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgorall Lenders), such that the Eligible Collateral Required Amount is again met provided that, for the avoidance of doubt, such additional security will be required to have such value (as the Facility Agent then determines to be appropriate) such that the Required Amount is again met. (c) Except as provided in the Account has proviso to Clause 19.6(a) when the collateral maintenance test may be effected on no more than a Collateral Value that is less than quarterly basis, the Required Collateral AmountFacility Agent shall be entitled to effect such collateral maintenance test on a semi-annual basis and shall base its calculations on the average of the then most recent Valuations provided by two (2) of the Approved Valuers in accordance with Clause 22 (Valuations). (d) If any Vessel becomes a Total Loss, Pledgor it shall, within three as of the earlier of (3i) Business Days after the date of a written notice from Secured Party that receipt by the Eligible Collateral has a Collateral Value that is less than Facility Agent of the Required Collateral Amount, transfer cash pursuant proceeds of insurance relating to the Wire Transfer Instructions such that the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account in accordance with the preceding terms of this Section 3, such failure shall constitute an Event of Default hereunder. (b) Provided that (i) no Event of Default has occurred and is continuing, Total Loss and (ii) the Collateral date falling one hundred and twenty (120) days after the occurrence of the relevant event of Total Loss, cease to be a Vessel for the purposes of this Clause 19.6 unless the underwriters agree to settle any insurance claim in respect or such Vessel for an amount not less than the Market Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral such Vessel within one hundred and twenty (120) days from the Account, whereupon Secured Party agrees that it shall release from occurrence of the Account Collateral with a Collateral Value equal event giving rise to such excess. Upon written agreement Total Loss, PROVIDED that, if any insurance proceeds or Requisition Compensation are received by either the Security Trustee or the Facility Agent in respect of a Total Loss of such Vessel they shall be applied in accordance with Clause 6.2(b). (e) If at any time any Vessel is not insured in accordance with the terms of the PartiesSecurity Documents and this Agreement then, Secured Party may instead arrange for an automatic monthly payment so long as such Vessel is not insured in accordance with such requirements, such Vessel shall, if the Facility Agent so determines, cease to be deemed a Vessel for the purposes of this Clause 19.6. Clauses 8.7 and 8.9 shall apply, mutatis mutandis, to any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be prepayment made pursuant to the wire transfer instructions provided by Pledgor to Secured Party this Clause 19.6(b). Any prepayment made in connection accordance with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and this Clause shall be effective immediately as applied pro rata across all of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by referenceLoans.

Collateral Maintenance. (a) As The Parent will not permit the sum of the Effective Datefair market value of all Collateral Rigs which have not been sold, to secure the Pledgor Obligationstransferred, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term of this Agreementlost or otherwise disposed of, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. Ifon an individual charter-free basis, at any time during (such value, the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor“Aggregate Collateral Rig Value”), as determined by calculating the Eligible Collateral appraised value set forth in the Account has a most recent appraisal report related to each respective Collateral Value that is less than Rig and delivered by the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant Borrower to the Wire Transfer Instructions such that Administrative Agent or obtained by the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Administrative Agent in accordance with Section 8.01(c), to equal less than 150% of the preceding terms sum of the aggregate principal amount of the Total Commitment at such time; provided that, (x) so long as any violation of this Section 39.09 is not caused by any voluntary Collateral Disposition, such failure violation shall not constitute a Default or an Event of Default hereunder. (b) Provided that so long as within 60 days of the occurrence of such violation, the Borrower shall either (i) post additional collateral (at the expense of the Borrower) satisfactory to the Required Lenders, pursuant to security documentation referred to in Section 8.11 and otherwise satisfactory in form and substance to the Collateral Agent, sufficient to cure such violation (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions to the Total Commitment (and any required repayments of outstanding Loans resulting therefrom) in an amount sufficient to cure such violation (it being understood that any action taken in respect of this proviso shall only be effective to cure such violation pursuant to this Section 9.09 to the extent that no Default or Event of Default has occurred and is continuing, exists hereunder immediately after giving effect thereto) and (iiy) the value of any Collateral Value of Eligible Collateral held Rig shall not be included in the Account is greater than Aggregate Collateral Rig Value until such time as such Collateral Rig has been delivered to the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with Borrower or a Collateral Value equal to such excess. Upon written agreement Wholly-Owned Subsidiary of the Parties, Secured Party may instead arrange for an automatic monthly payment Borrower and the provisions of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/ServicerSection 8.11 have been fully complied with. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As Commencing with the fiscal quarter ending March 31, 2011, the Parent will not permit the aggregate Fair Market Value of all Primary Collateral Vessels owned by the Effective DateCredit Parties which have not been sold, to secure the Pledgor Obligationstransferred, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term lost or otherwise disposed of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. If, at any time during (such value, the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor“Aggregate Primary Collateral Vessel Value”), as determined by the Eligible Collateral in most recent appraisal delivered by the Account has a Collateral Value that is less than the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant Borrower to the Wire Transfer Instructions such that Administrative Agent or obtained by the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Administrative Agent in accordance with Section 8.01(c) to equal less than 135% of the preceding terms sum of (x) the aggregate principal amount of outstanding Term Loans at such time and (y) the Total Revolving Commitments at such time (or, after the termination of the Total Revolving Commitment, the Revolving Loans outstanding at such time); provided that, so long as any default in respect of this Section 39.10 is not caused by any voluntary Collateral Disposition, such failure default shall not constitute an Event of Default hereunder. (bbut shall constitute a Default) Provided that so long as within 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make (x) such repayment of Term Loans and (y) voluntary commitment reductions of the Revolving Commitments in an amount sufficient to cure such default (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.10 to the extent that no Default or Event of Default has occurred and is continuing, and (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuingexists hereunder immediately after giving effect thereto); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As Neither the Parent nor Borrower will permit the aggregate Fair Market Value of all Mortgaged Vessels owned by the Effective DateParent, to secure Borrower and the Pledgor ObligationsSubsidiary Guarantors which have not been sold, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term of this Agreementtransferred, Pledgor covenants and agrees to maintainlost or otherwise disposed of, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. Ifon an individual charter-free basis, at any time during (such value, the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor“Aggregate Mortgaged Vessel Value”), as determined by the Eligible Collateral in most recent appraisal delivered by either of the Account has a Collateral Value that is less than the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant Parent or Borrower to the Wire Transfer Instructions such that Administrative Agent or obtained by the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Administrative Agent in accordance with Section 8.01(c) to equal less than 110% of the preceding terms Aggregate Commitment at such time; provided that, so long as any default in respect of this Section 39.09 is not caused by any voluntary Collateral Disposition, such failure default shall not constitute an Event of Default hereunder. (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Parent shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent and the Required Lenders (such additional collateral and security documentation shall be satisfactory to the Collateral Agent so long as (a) the Obligations are secured thereby, (b) Provided such documentation is satisfactory under the Senior Credit Facilities and (c) such documentation is substantially in the form of the Security Documents), sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of the total commitment under the 2008 Credit Agreement in an amount sufficient to cure such default and repay the loans under the 2008 Credit Agreement and/or 2010 Credit Agreement (it being understood that (i) any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent that no Default or Event of Default has occurred and is continuing, and (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuingexists hereunder immediately after giving effect thereto); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As The Borrower will not permit the aggregate Market Value of the Effective DateVessels to be less than the Required Amount, such test to secure be determined no more than semi annually as provided in Clause 17.6 (c) below, provided that in the Pledgor Obligationsevent the Facility Agent, Pledgor agrees acting in accordance with Clause 19.2(d), requests additional valuations, such test shall be determined no more than quarterly. (b) In the event that the Borrower fails to wire transfer meet the ratio set out in this Clause 17.6, the Borrower shall, within thirty (30) days of notice being given by the Facility Agent so to do, either (i) prepay such amount of the Loans relating to the Account Eligible Collateral with a Collateral delivered Vessels as will ensure that the aggregate of the Market Value equal to of the Cash Amount (the “Required Collateral Amount”). During the term of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value delivered Vessels is not less than the Required Collateral Amount. IfAmount in respect of the delivered Vessels; or (ii) provide or cause to be provided to the Security Trustee additional collateral, at any time during such collateral to be in all respects satisfactory to the term Facility Agent (acting on the instructions of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgorall Lenders), such that the Eligible Collateral Required Amount is again met provided that, for the avoidance of doubt, such additional security will be required to have such value (as the Facility Agent then determines to be appropriate) such that the Required Amount is again met. (c) Except as provided in the Account has proviso to Clause 17.6(a) when the collateral maintenance test may be effected on no more than a Collateral Value that is less than quarterly basis, the Required Collateral Amount, Pledgor shall, within three Facility Agent shall be entitled to effect such collateral maintenance test on a semiannual basis (3commencing six (6) Business Days after months from the date of a written notice from Secured Party that this Agreement) and shall base its calculations on the Eligible Collateral has a Collateral Value that is less than average of the Required Collateral Amount, transfer cash pursuant to then most recent Valuations provided by two (2) of the Wire Transfer Instructions such that the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Approved Valuers in accordance with the preceding terms of this Section 3, such failure shall constitute an Event of Default hereunderClause 19. (bd) Provided that If any Vessel becomes a Total Loss, it shall, as of the earlier of (i) no Event the date of Default has occurred and is continuing, receipt by the Facility Agent of the proceeds of insurance relating to such Total Loss and (ii) the Collateral date falling one hundred and eighty (180) days after the occurrence of the relevant event of Total Loss, cease to be a Vessel for the purposes of this Clause 17.6 unless the underwriters agree to settle any insurance claim in respect or such Vessel for an amount not less than the Market Value of Eligible Collateral held such Vessel within one hundred and eighty (180) days from the occurrence of the event giving rise to such Total Loss, PROVIDED that, if any insurance proceeds or Requisition Compensation are received by either the Security Trustee or the Facility Agent in respect of a Total Loss of such Vessel they shall be applied in accordance with Clause 6.2(b). (e) If at any time any Vessel is not insured in accordance with the terms of the relevant mortgage and the relevant assignment (and in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement case of the PartiesVessel, Secured Party may instead arrange in accordance with the terms of the Mortgage and of the General Assignment) then, for an automatic monthly payment so long as such Vessel is not insured in accordance with such requirements, such Vessel shall, if the Facility Agent so determines, cease to be deemed a Vessel for the purposes of this Clause 17.6. Clauses 6.8 and 6.9 shall apply, mutatis mutandis, to any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be prepayment made pursuant to the wire transfer instructions provided by Pledgor to Secured Party this Clause 17.6(b). Any prepayment made in connection accordance with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and this Clause shall be effective immediately as applied pro rata across all of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by referenceLoans.

Collateral Maintenance. (a) As The Parent will not permit the sum of the Effective Datefair market value of all Collateral Rigs which have not been sold, to secure the Pledgor Obligationstransferred, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term of this Agreementlost or otherwise disposed of, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. Ifon an individual charter-free basis, at any time during (such value, the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor“Aggregate Collateral Rig Value”), as determined by calculating the Eligible Collateral appraised value set forth in the Account has a most recent appraisal report related to each respective Collateral Value that is less than Rig and delivered by the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant Borrower to the Wire Transfer Instructions such that Administrative Agent or obtained by the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Administrative Agent in accordance with Section 9.01(c), to equal less than 150% of the preceding terms aggregate outstanding principal amount of the Loans at such time; provided that, (x) for the avoidance of doubt, it is understood and agreed that the appraisal reports delivered on February 25, 2011 from Fearnleys Ltd. and February 22, 2011 from Pareto Offshore AS shall be satisfactory for the purpose of making the calculation in this Section 10.09 from the Initial Borrowing Date until the next required date of delivery of appraisal reports under this Agreement; (y) so long as any violation of this Section 310.09 is not caused by any voluntary Collateral Disposition, such failure violation shall not constitute a Default or an Event of Default hereunder. (b) Provided that so long as within 60 days of the occurrence of such violation, the Borrower shall either (i) no Event post additional collateral (at the expense of Default has occurred and is continuing, and (iithe Borrower) the Collateral Value of Eligible Collateral held in the Account is greater than satisfactory to the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other partyLenders, pursuant to the notice provisions set forth Collateral and Guaranty Requirements and otherwise satisfactory in Annex I attached hereto form and incorporated herein by referencesubstance to the Collateral Agent, sufficient to cure such violation (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions to the Total Commitment (and any required repayments of outstanding Loans of any relevant Tranche resulting therefrom) in an amount sufficient to cure such violation (it being understood that any action taken in respect of this proviso shall only be effective to cure such violation pursuant to this Section 10.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto) and (z) the value of any Collateral Rig shall not be included in the Aggregate Collateral Rig Value until such time as such Collateral Rig has been delivered to the Borrower or a Wholly-Owned Subsidiary of the Borrower and the Collateral and Guaranty Requirements have been fully satisfied.

Collateral Maintenance. (a) As The Parent will not permit the aggregate Fair Market Value of all Primary Collateral Vessels owned by the Credit Parties which have not been sold, transferred, lost or otherwise disposed of at any time (such value, the “Aggregate Primary Collateral Vessel Value”), as determined by the most recent appraisal delivered by the Borrower to the Administrative Agent or obtained by the Administrative Agent in accordance with Section 8.01(d) at any time to equal less than (I) from the Restatement Effective Date to and including December 31, 2012, 110% of the Effective Dateaggregate principal amount of outstanding Loans at such time plus the Existing Letter of Credit Exposure at such time, (II) from January 1, 2013 to secure and including December 31, 2013, 115% of the Pledgor Obligations, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value amount equal to the aggregate principal amount of outstanding Loans at such time plus the Existing Letter of Credit Exposure at such time minus the Blocked Amount, if any, (III) from January 1, 2014 to and including September 30, 2014, 120% of the amount equal to the aggregate principal amount of outstanding Loans at such time plus the Existing Letter of Credit Exposure at such time minus the Blocked Amount, if any, and (IV) thereafter, 120% of the aggregate principal amount of outstanding Loans at such time plus the Existing Letter of Credit Exposure at such time; provided that, so long as any default in respect of this Section 9.09 is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such repayment of Loans in an amount sufficient to cure such default and/or cash collateralize the Existing Letters of Credit (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09 to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto). (b) In order to comply with clauses (II) and (III) of Section 9.09(a) above, the Parent may, at any time, deposit an amount equal to the amount of Unrestricted Cash Amount and Cash Equivalents held by the Parent and its Subsidiaries at such time such that, after giving effect to such deposit, the Parent would be in compliance with the provisions of Section 9.08 at such time (the “Required Collateral Blocked Amount”) into a non-interest bearing blocked account with Nordea, as depository bank (the “Blocked Account”). During , with respect to which the Parent shall have duly executed and delivered a control agreement granting a first priority security interest to the Collateral Agent (reasonably satisfactory in all respects to the Collateral Agent), provided that (I) at such time, the Parent shall have furnished to the Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish the amount of the Unrestricted Cash and Cash Equivalents that are required by the Parent in order to establish compliance with the provisions of this Section 9.09 at the time of the deposit of the Blocked Amount into the Blocked Account and (II) notwithstanding anything set forth in Section 9.09 to the contrary, the Parent will not be permitted to deduct the Blocked Amount to establish compliance with the provisions of this Section 9.09 for more than 365 days in the aggregate during the term of this Agreement, Pledgor covenants and agrees . The Blocked Amount may be released from such Blocked Account at such time as the Parent shall have furnished to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish compliance with a Collateral Value not less than the Required Collateral Amount. If, at any time during the term provisions of this Agreement for Section 9.09 without the deduction of any reason (including, without limitation, inadvertent release by Secured Party to Pledgor), such Unrestricted Cash and Cash Equivalents so long as no Default or Event of Default exists at such time or would result under Section 9.08 or otherwise from the Eligible withdrawal of the Blocked Amount from the Blocked Account. The Collateral in Agent may apply the Account has a Collateral Value that is less than the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant to the Wire Transfer Instructions such that the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Blocked Amount in accordance with the preceding terms of this Section 3, such failure shall constitute the Credit Documents at any time if an Event of Default hereunder. (b) Provided that (i) no Event of Default has occurred and is continuing, and (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral exists at such time or would result from the Account, whereupon Secured Party agrees that it shall release withdrawal of the Blocked Amount from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/ServicerBlocked Account. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As Commencing with the fiscal quarter ending March 31, 2011, the Parent will not permit the aggregate Fair Market Value of all Primary Collateral Vessels owned by the Effective DateCredit Parties which have not been sold, to secure the Pledgor Obligationstransferred, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term lost or otherwise disposed of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. If, at any time during (such value, the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor“Aggregate Primary Collateral Vessel Value”), as determined by the Eligible Collateral in most recent appraisal delivered by the Account has a Collateral Value that is less than the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant Borrower to the Wire Transfer Instructions such that Administrative Agent or obtained by the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Administrative Agent in accordance with Section 9.01(c) to equal less than 135% of the preceding terms Total Commitment at such time; provided that, so long as any default in respect of this Section 310.10 is not caused by any voluntary Collateral Disposition, such failure default shall not constitute an Event of Default hereunder. (bbut shall constitute a Default) Provided that so long as within 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) or (ii) make such reductions of the Total Commitment in an amount sufficient to cure such default and repay the Loans and/or cash collateralize the Letters of Credit to the extent required by Section 5.02(a) (it being understood that any action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 10.10 to the extent that no Default or Event of Default has occurred and is continuing, and (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuingexists hereunder immediately after giving effect thereto); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. The Borrower will not permit the sum of (ai) As the Aggregate Appraised Value of the Effective DateCollateral Vessels which have not been sold, transferred, lost or otherwise disposed of (it being understood that permitted chartering arrangements do not constitute disposals for this purpose) and (ii) any Additional Collateral (subparagraphs (i) and (ii) hereof, hereinafter referred to as, the “Collateral Maintenance Ratio”) (A) for the period, through and including the period ending December 31, 2015, to secure the Pledgor Obligations, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value fall below an amount that is equal to 130% of the Cash Amount aggregate outstanding principal amount of the Loans (provided that upon the “Required Collateral Amount”). During the term making of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with any advance under a Collateral Value not less than the Required Collateral Amount. If, at any time during the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor)Term Loan, the Eligible Collateral in the Account has a Collateral Value Maintenance Ratio shall not be permitted to fall below an amount that is less than equal to 140% of the Required Collateral Amount, Pledgor shall, within three aggregate outstanding principal amount of the Loans); and (3B) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value thereafter to fall below an amount that is less than the Required Collateral Amount, transfer cash pursuant equal to the Wire Transfer Instructions such that 140% of the aggregate Collateral Value equals or exceeds outstanding principal amount of the Required Collateral Amount. If at Loans; provided, further, that any time Pledgor shall fail to transfer additional cash to the Account in accordance non-compliance with the preceding terms of this Section 3, such failure 8.07(d) shall not constitute an Event of Default hereunder. Default, so long as within 60 days of the occurrence of such non-compliance, the Borrower shall either (bx) Provided post Additional Collateral (and shall during such period, and prior to satisfactory completion thereof, be diligently carrying out such actions) (it being agreed that (A) the “GENCO PIONEER” and the “GENCO PROGRESS” are hereby deemed satisfactory to the Required Lenders) and (B) in respect of any Fleet Vessel owned by Genco as of the Amendment No.1 Effective Date, if such Fleet Vessel is, at the time of its posting as Additional Collateral, (i) no Event of Default has occurred and is continuingyounger than 16 years in age, it shall be deemed satisfactory to the Required Lenders and (ii) 16 years or older in age, it shall be Additional Collateral only with the Collateral Value consent of Eligible Collateral held in the Account is greater than Administrative Agent acting at the instruction of the Required Collateral AmountLenders, Pledgor maysuch consent and instruction not to be unreasonably withheld), not more frequently than once per calendar month, request (y) prepay Loans in writing that Secured Party release Collateral from an amount sufficient to cure such non-compliance or (z) permanently reduce the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a ▇▇▇▇▇▇▇ Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.Total Commitment;