Common use of Collateral Value Clause in Contracts

Collateral Value. The Borrowers shall cause the fair market value of the total Vessel Collateral at all times to be greater than or equal to two hundred percent (200%) of (a) $250,000,000 prior to the delivery of the items set forth in subsections (i) and (ii) of the last paragraph of Section 2.01 and (b) the Commitments from time to time in effect after such delivery (the “Required Collateral Value”). If from time to time, in order for the Borrowers to comply with the preceding sentence, including without limitation, when a Vessel is subject to a Casualty Event, additional Vessels are required to be mortgaged in favor of the Administrative Agent for the ratable benefit of the Lenders, then (i) the Administrative Agent shall be entitled to choose in its sole and absolute discretion which additional vessel or vessels owned (subject to the next following sentence) by either Borrower, not otherwise subject to a mortgage Lien securing Debt that otherwise does not violate this Agreement, shall be so mortgaged so that the Borrowers will be in compliance with the preceding sentence (and the parties acknowledge that the Borrowers may suggest what additional vessel or vessels they would prefer but such suggestions nevertheless shall not have the effect of impairing the fact that the selection is at the Administrative Agent’s sole and absolute discretion), and (ii) the applicable Borrower(s) owning such vessel(s) shall promptly supplement and amend the applicable Security Instrument and this Agreement, or enter into collateral documents, pursuant to documentation in form and substance satisfactory to the Administrative Agent, so as to grant to the Administrative Agent, for the ratable benefit of the Lenders, Fleet Mortgage Liens (or the foreign equivalent) thereon and first priority security interests (or the foreign equivalent) in all related assets, and in connection therewith the Borrowers shall provide to the Administrative Agent evidence of insurance required under the Loan Documents and applicable Certificates of Documentation as to the Vessel Collateral and Vessel abstracts thereon showing the Fleet Mortgage as the only recorded Lien (other than Excepted Liens) thereon. If the fair market value of the Vessel Collateral is greater than the Required Collateral Value, the Borrowers shall not be entitled to the release of any Vessel Collateral without the written consent of all Lenders, which will not be unreasonably withheld. The Borrowers shall not substitute vessels (and related assets) for existing Vessels that are Vessel Collateral without the written consent of the Required Lenders, which will not be unreasonably withheld. The Administrative Agent may, but shall not be required to, accept vessels as Vessel Collateral that are flagged in countries other than the U.S. The Administrative Agent and the Lender acknowledge that, on the Effective Date and subject to receipt of the items set forth in subsections (i) and (ii) of the last paragraph of Section 2.01, the requirements of this Section 8.16 are met by providing a Lien on the Vessels set forth in Schedule 8.16 and related Vessel Collateral.

Collateral Value. The Borrowers Borrower shall cause the fair market value of the total Vessel Collateral at all times to be greater than or equal to two one hundred fifty percent (200150%) of (a) $250,000,000 prior to the delivery of the items set forth in subsections (i) and (ii) of the last paragraph of Section 2.01 and (b) the Commitments from time to time in effect after such delivery (the “Required Collateral Value”). If from time to time, in order for the Borrowers Borrower to comply with the preceding sentence, including without limitation, when a Vessel is subject to a Casualty Event, additional Vessels are required to be mortgaged in favor of the Administrative Agent for the ratable benefit of the Lenders, then (i) the Administrative Agent shall be entitled to choose in its sole and absolute discretion which additional vessel or vessels owned (subject to the next following sentence) by either the Borrower, not otherwise subject to a mortgage Lien securing Debt that otherwise does not violate this Agreement, shall be so mortgaged so that the Borrowers Borrower will be in compliance with the preceding sentence (and the parties acknowledge that the Borrowers Borrower may suggest what additional vessel or vessels they it would prefer but such suggestions nevertheless shall not have the effect of impairing the fact that the selection is at the Administrative Agent’s sole and absolute discretion), and (ii) the applicable Borrower(s) owning such vessel(s) Borrower shall promptly supplement and amend the applicable Security Instrument and this Agreement, or enter into collateral documents, pursuant to documentation in form and substance satisfactory to the Administrative Agent, so as to grant to the Administrative Agent, for the ratable benefit of the Lenders, Fleet Mortgage Liens (or the foreign equivalent) thereon and first priority security interests (or the foreign equivalent) in all related assets, and in connection therewith the Borrowers Borrower shall provide to the Administrative Agent evidence of insurance required under the Loan Documents and applicable Certificates of Documentation as to the Vessel Collateral and Vessel abstracts thereon showing the Fleet Mortgage as the only recorded Lien (other than Excepted Liens) thereon. If the fair market value of the Vessel Collateral is greater than the Required Collateral Value, the Borrowers Borrower shall not be entitled to the release of any Vessel Collateral without the written consent of all Lenders, which will not be unreasonably withheld. The Borrowers Borrower shall not substitute vessels (and related assets) for existing Vessels that are Vessel Collateral without the written consent of the Required Lenders, which will not be unreasonably withheld. The Administrative Agent may, but shall not be required to, accept vessels as Vessel Collateral that are flagged in countries other than the U.S. The Administrative Agent and the Lender acknowledge that, on the Effective Date and subject to receipt of the items set forth in subsections (i) and (ii) of the last paragraph of Section 2.01, the requirements of this Section 8.16 are met by providing a Lien on the Vessels set forth in Schedule 8.16 and related Vessel Collateral.

Collateral Value. The Borrowers shall cause the fair market value of the total Vessel Vessels (and other vessels of Guarantor Subsidiaries or (subject to the second sentence hereafter) other Subsidiaries of Guarantor included within the Collateral in accordance with subsections 3.01(h) and (i) hereof) at all times to be greater than or equal to two hundred percent (200%) of (a) $250,000,000 prior to the delivery percent of the items set forth in subsections (i) and (ii) of the last paragraph of Section 2.01 and (b) the Commitments Borrowing Base from time to time in effect after such delivery (the “Required Collateral Value”)effect. If from time to time, in order for the Borrowers to comply with the preceding sentence, including without limitation, when a Vessel is subject to a Casualty Event, additional Vessels vessels are required to be mortgaged in favor of to the Administrative Agent for the ratable benefit of the LendersAgent, then (i) the Administrative Agent shall be entitled to choose in its sole and absolute discretion which additional vessel or vessels owned (subject to the next following sentence) by either Borrowerany Subsidiary of Guarantor, not otherwise subject to a mortgage Permitted Lien (as to the Borrowers) or a mortgage Lien securing Debt that otherwise does not violate this AgreementAgreement (as to any other Subsidiary of Guarantor), shall be so mortgaged so that the Borrowers will be in compliance with the preceding sentence (and the parties acknowledge that the Borrowers may suggest what additional vessel or vessels they would prefer but such suggestions nevertheless shall not have the effect of impairing the fact that the selection is at the Administrative Agent’s sole and absolute discretion), and (ii) the applicable Borrower(s) or Guarantor Subsidiary(ies) or other Subsidiary(ies) of Guarantor owning such vessel(s) shall promptly supplement and amend the applicable Security Instrument Collateral Documents and this Agreement, or enter into collateral documentsCollateral Documents, pursuant to documentation in form and substance satisfactory to the Administrative Agent, so as to grant to the Administrative Agent, for the ratable benefit of the LendersBanks, Fleet Mortgage Liens first preferred ship mortgage liens (or the foreign equivalent) thereon and first priority security interests (or the foreign equivalent) in all related assetsassets (see, subsections 3.01(a) - (d)), and in connection therewith the Borrowers shall provide to the Administrative Agent evidence of insurance required under the Loan Documents and applicable Certificates of Documentation as to the Vessel Collateral vessels and Vessel vessel abstracts thereon showing the Fleet HOS Mortgage or the HOT Mortgage (or other first preferred ship mortgage, if by a Guarantor Subsidiary or other Subsidiary), as the case may be, as the only recorded Lien thereon. Notwithstanding the foregoing, to the extent necessary so that no Subsidiary formed outside the United States will be considered under the U.S. Internal Revenue Code (as amended) and the regulations promulgated thereunder (including without limitation Reg. Section 1.956-2(c)(2)) to be a pledgor or guarantor of the Obligations, the Agent agrees that in choosing additional vessels to be Collateral, it will not choose vessels owned by a Subsidiary formed outside the United States if the Borrowers, Guarantor Subsidiaries or other than Excepted Liens) thereonSubsidiaries formed within the United States own vessels that are not already Collateral and that are operating; provided, that the Borrowers acknowledge and agree that, without limiting each Bank’s right to approve or disapprove increases in the Borrowing Base in its sole discretion, any Bank’s dissatisfaction with the additional collateral taken as a whole may be a reason for withholding its consent to an increase in the Borrowing Base. If the fair market value of the Vessel Collateral Vessels (and other vessels granted as Collateral) is greater than two hundred (200%) percent of the Required Collateral ValueBorrowing Base, the Borrowers shall not be entitled to the release of any Vessel Collateral without the written consent of all Lenders, which will not be unreasonably withheldBanks. The Borrowers shall not substitute vessels (and related assets) for existing Vessels that are Vessel Collateral without the written consent of the Required Lenders, which will not be unreasonably withheldBanks. The Administrative Agent may, but shall not be required to, accept vessels as Vessel Collateral parties hereto acknowledge and consent that are flagged in countries other than the U.S. The Administrative Agent and the Lender acknowledge that, on the Effective Date and subject to receipt of the items set forth in subsections (i) and (ii) of the last paragraph of Section 2.01Date, the requirements of this Section 8.16 are met by providing HOS GEMSTONE (Official Number 1141952) is being substituted for the HOS CORNERSTONE (Official Number 1091051) as a Lien on the Vessels set forth in Schedule 8.16 and related Vessel CollateralHOS Vessel.

Collateral Value. The Borrowers shall cause the fair market value of the total Vessel Vessels (and other vessels of Guarantor Subsidiaries included within the Collateral in accordance with subsection 3.01(g) hereof) at all times to be greater than or equal to two hundred percent (200%) of (a) $250,000,000 prior to the delivery percent of the items set forth in subsections (i) and (ii) of the last paragraph of Section 2.01 and (b) the Commitments Borrowing Base from time to time in effect after such delivery (the “Required Collateral Value”)effect. If from time to time, in order for the Borrowers to comply with the preceding sentence, including without limitation, when a Vessel is subject to a Casualty Event, additional Vessels vessels are required to be mortgaged in favor of to the Administrative Agent for the ratable benefit of the LendersAgent, then (i) the Administrative Agent shall be entitled to choose in its sole and absolute discretion which additional vessel or vessels owned (subject to the next following sentence) by either Borrowervessels, not otherwise subject to a mortgage Lien securing Debt that otherwise does not violate this AgreementPermitted Lien, shall be so mortgaged so that the Borrowers will with be in compliance with the preceding sentence (and the parties acknowledge that the Borrowers may suggest what additional vessel or vessels they would prefer but such suggestions nevertheless shall not have the effect of impairing the fact that the selection is at the Administrative Agent’s sole and absolute discretion)sentence, and (ii) the applicable Borrower(s) or Guarantor Subsidiary(ies) owning such vessel(s) shall promptly supplement and amend the applicable Security Instrument and this AgreementCollateral Documents, or enter into collateral documentsCollateral Documents, pursuant to documentation in form and substance satisfactory to the Administrative Agent, so as to grant to the Administrative Agent, for the ratable benefit of the LendersBanks, Fleet Mortgage Liens (or the foreign equivalent) first preferred ship mortgage liens thereon and first priority security interests (or the foreign equivalent) in all related assetsassets (see, subsections 3.01(a) - (d)), and in connection therewith the Borrowers shall provide to the Administrative Agent evidence of insurance required under the Loan Documents and applicable Certificates of Documentation as to the Vessel Collateral vessels and Vessel vessel abstracts thereon showing the Fleet HOS Mortgage or the LM Mortgage (or other first preferred ship mortgage, if by a Guarantor Subsidiary), as the case may be, as the only recorded Lien (other than Excepted Liens) thereon. If the fair market value of the Vessel Collateral Vessels (and other vessels granted as Collateral) is greater than two hundred (200%) percent of the Required Collateral ValueBorrowing Base, the Borrowers shall not be entitled to the release of any Vessel Collateral without the written consent of all Lenders, which will not be unreasonably withheldBanks. The Borrowers shall not substitute vessels (and related assets) for existing Vessels that are Vessel Collateral without the written consent of the Required Lenders, which will not be unreasonably withheld. The Administrative Agent may, but shall not be required to, accept vessels as Vessel Collateral that are flagged in countries other than the U.S. The Administrative Agent and the Lender acknowledge that, on the Effective Date and subject to receipt of the items set forth in subsections (i) and (ii) of the last paragraph of Section 2.01, the requirements of this Section 8.16 are met by providing a Lien on the Vessels set forth in Schedule 8.16 and related Vessel CollateralBanks.

Collateral Value. The Borrowers shall cause the fair market value of the total Vessel Collateral at all times to be greater than or equal to two hundred percent (200%) of (a) $250,000,000 prior to the delivery of the items set forth in subsections (i) and (ii) of the last paragraph of Section 2.01 and (b) the Commitments from time to time in effect after such delivery (the “Required Collateral Value”)effect. If from time to time, in order for the Borrowers to comply with the preceding sentence, including without limitation, when a Vessel is subject to a Casualty Event, additional Vessels are required to be mortgaged in favor of to the Administrative Agent for the ratable benefit of the LendersAgent, then (i) the Administrative Agent shall be entitled to choose in its sole and absolute discretion which additional vessel or vessels owned (subject to the next following sentence) by either Borrower, not otherwise subject to a mortgage Lien securing Debt that otherwise does not violate this Agreement, shall be so mortgaged so that the Borrowers will be in compliance with the preceding sentence (and the parties acknowledge that the Borrowers may suggest what additional vessel or vessels they would prefer but such suggestions nevertheless shall not have the effect of impairing the fact that the selection is at the Administrative Agent’s sole and absolute discretion), and (ii) the applicable Borrower(s) owning such vessel(s) shall promptly supplement and amend the applicable Security Instrument and this Agreement, or enter into collateral documents, pursuant to documentation in form and substance satisfactory to the Administrative Agent, so as to grant to the Administrative Agent, for the ratable benefit of the Lenders, Fleet Mortgage Liens liens (or the foreign equivalent) thereon and first priority security interests (or the foreign equivalent) in all related assets, and in connection therewith the Borrowers shall provide to the Administrative Agent evidence of insurance required under the Loan Documents and applicable Certificates of Documentation as to the Vessel Collateral and Vessel abstracts thereon showing the Fleet Mortgage as the only recorded Lien (other than Excepted Liens) thereon. If the fair market value of the Vessel Collateral is greater than two hundred percent (200%) of the Required Collateral Valuetotal Commitments, the Borrowers shall not be entitled to the release of any Vessel Collateral without the written consent of all Lenders, which will not be unreasonably withheld. The Borrowers shall not substitute vessels (and related assets) for existing Vessels that are Vessel Collateral without the written consent of the Required Lenders, which will not be unreasonably withheld. The Administrative Agent may, but shall not be required to, accept vessels Vessels as Vessel Collateral that are flagged in countries other than the U.S. The Administrative Agent and the Lender acknowledge that, on the Effective Date and subject to receipt of the items set forth in subsections (i) and (ii) of the last paragraph of Section 2.01Date, the requirements of this Section 8.16 are met by providing a Lien on the Vessels set forth in Schedule 8.16 and related Vessel Collateral.