Additional ABL Priority Collateral Vessel. [Section 5.10(f)] of the Credit Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

Guarantor of a substitute Vessel (other than an Excluded Vessel) acquired by such Borrower or such Subsidiary Guarantor in replacement of an ABL Priority Collateral Vessel after the Second Amendment Closing Date, using proceeds advanced hereunder or proceeds from the sale or Total Loss (as defined in the Term Loan Credit Agreement) of an ABL Priority Collateral Vessel, grant to the Mortgage Trustee a security interest in and Collateral Vessel Mortgage on such Vessel. Such Collateral Vessel Mortgage shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Mortgage Trustee and shall satisfy the provisions of the Vessel Collateral Requirements and such Collateral Vessel Mortgage shall constitute a valid and enforceable perfected First Priority (or, to the extent constituting Term Loan Priority Collateral, Second Priority) Lien subject only to Permitted Collateral Vessel Liens related thereto. In addition, to the extent that Suppressed Availability at such time is less than ​, the Administrative Borrower shall have the right, with the written consent of the Administrative Agent, to designate such Vessel (other than an Excluded Vessel) as an ABL Priority Collateral Vessel so long as the requirements set forth in the definition of “Eligible ABL Priority Collateral Vessel” contained herein are satisfied (including the delivery to the Administrative Agent of a Vessel Appraisal with respect to such Vessel).”

Vessel Appraisal. On or before ​, Administrative Borrower and the other Loan Parties hereby covenant and agree to deliver to the Administrative Agent and Collateral Agent (and their respective agents, representatives and consultants) Vessel Appraisals of the ABL Priority Collateral Vessels.

“ABL Priority Collateral” means “ABL Priority Collateral” as defined in the Pari Passu Intercreditor Agreement.

Consent and Agreement. Effective as of the Second Amendment Closing Date, the Administrative Agent and Lenders hereby consent and agree to the Vessel Restructuring and, in connection therewith, agree to (at the sole cost and expense of the Borrowers), execute and/or deliver such other documents and agreements (including, without limitation, a replacement Intercreditor Agreement and Collateral Vessel Mortgages) and take such other actions as may be necessary to effect or evidence the Vessel Restructuring and the consummation of the Replacement Term Loan Facility, but without representation, warranty or recourse to the Administrative Agent or the Lenders of any kind and at the sole cost and expense of the Borrowers. Administrative Agent agrees to direct and empower its special maritime counsel, Thompson Coburn LLP, to # promptly following receipt of notification by PGIM, Inc., as collateral agent and mortgage trustee for the Replacement Term Loan Lenders, that it has received evidence from the National Vessel Documentation Center that the first preferred mortgages on the Term Loan Priority Collateral Vessels have been filed, file with the United States Coast Guard, National Vessel Documentation Center, second preferred mortgages on the Term Loan Priority Collateral Vessels, and # promptly upon receipt from the National Vessel Documentation Center that the second preferred mortgages on the Term Loan Priority Collateral Vessels have been filed, file with the United States Coast Guard, National Vessel Documentation Center, releases of mortgage, in the form previously prepared by the Collateral Agent, releasing the Collateral Agent’s existing first priority mortgage on each such Term Loan Priority Collateral Vessel.

The Net Proceeds received by the Borrower or any Subsidiary in respect of any Asset Disposition of ABL Facility First Priority Collateral (or any assets of the Canadian Subsidiaries that are of the same type as the ABL Facility Priority Collateral), whether in the form of a direct sale, transfer or other disposition of such ABL Facility First Priority Collateral (or such other assets) or a sale, transfer or other disposition of Equity Interests in any Subsidiary owning such ABL Facility First Priority Collateral (or such other assets), or any Event of Loss involving any ABL Facility First Priority Collateral (or such other assets), shall not, unless otherwise agreed by the Borrower, solely to the extent such Net Proceeds are attributable to such ABL Facility First Priority Collateral (or such other assets) (with such Collateral and such other assets valued at net book value thereof), be subject to the requirements set forth in [Section 2.06(c)(i)(A)].

“Current Asset Collateral” means all the “ABL Priority Collateral” as defined in the Intercreditor Agreement.

Notwithstanding anything to the contrary contained herein, any Acquired Asset ABL Priority Collateral owned by a Borrower or a Subsidiary Loan Party will immediately be included in the Borrowing Base (so long as, # with respect to any Acquired Asset ABL Priority Collateral consisting of Eligible Accounts, the Eligible Accounts Inclusion Date shall have occurred, and # with respect to any Acquired Asset ABL Priority Collateral consisting of Qualified Cash, the Qualified Cash Inclusion Date shall have occurred), at a value equal to the Acquired Asset Borrowing Base Calculation thereof; provided, that if the Borrowers have not delivered, at their expense, a customary field examination and inventory appraisal reasonably acceptable to Administrative Agent within 90 days of the acquisition of such Acquired Asset ABL Priority Collateral (or such longer period as the Administrative Agent may reasonably agree), such Acquired Asset ABL Priority Collateral will cease to be eligible for inclusion in the Borrowing Base.

“[Section 5.13] Collateral Field Examinations; Appraisals. The Borrowers agree that the Collateral Agent and the Administrative Agent (and their respective agents, representatives and consultants) shall be permitted to conduct collateral field examinations and Vessel Appraisals of the Receivables and ABL Priority Collateral Vessels (and related assets), respectively, in each case, as the Collateral Agent and the Administrative Agent may designate at the Borrowers’ expense. None of the Collateral Agent, the Administrative Agent and the Lenders shall have any duty to any Loan Party to make any inspection, nor to share any results of any inspection or report with any Loan Party. Each of the Loan Parties acknowledges that all inspections and reports are prepared by the Collateral Agent, the Administrative Agent and the Lenders for their purposes and the Loan Parties shall not be entitled to rely upon them.”Financial Covenant. [Section 6.10] of the Credit Agreement is

a Certificate of Ownership (CG-1330) confirming documentation of such Collateral Vessel under the law and flag of the United States, the record owner of the Collateral Vessel and all Liens of record (which shall be only Permitted Collateral Vessel Liens or Liens to be discharged on or prior to the Second Amendment Closing Date) for such Collateral Vessel, such certificate to be issued not earlier than 30 days prior to the Second Amendment Closing Date, and reasonably satisfactory to the Administrative Agent; and