Immaterial Subsidiaries. No Immaterial Subsidiary # owns any assets (other than assets of a de minimis nature), # has any liabilities (other than liabilities of a de minimis nature), or # engages in any business activity, in each case, other than maintenance of its existence (or its liquidation or dissolution, to the extent permitted herein), performance of its obligations hereunder and under the other Loan Documents, and activities incidental to any of the foregoing.

Immaterial Subsidiaries. At the time of the delivery of the financial statements provided for in subpart # above, a certificate signed by the Chief Financial Officer or Corporate Controller of the Borrower setting forth a list of Immaterial Subsidiaries (which certificate shall include calculations demonstrating that such Subsidiaries comply with the definition of “Immaterial Subsidiary” in Section 1.01).

Post-Closing Covenant (Immaterial Subsidiaries). Administrative Borrower and the other Loan Parties hereby covenant and agree that, in the event that any of the Immaterial Subsidiaries designated on [Schedule 3.07(d)] are not dissolved on or prior to March 31, 2019, the Borrowers shall cause to be delivered to the Lenders each of the items set forth in [Sections 4.01(b)(i), 4.01(b)(ii), 4.01(f) and 4.01(i)(i)])])])] as they relate to each such entity and shall pay to the Agents and the Lenders on demand all reasonable and documented fees, costs and expenses (including legal fees and expenses of Stradley Ronon Stevens & Young, LLP) incurred by them in connection with their review and comment on the documents and opinions provided. In addition, from the Second Amendment Closing Date until March 31, 2019 (or the earlier dissolution thereof) the Immaterial Subsidiaries designated on [Schedule 3.07(d)] shall not own or acquire any assets in the amount of $100,000 for any such Immaterial Subsidiary or

Subsidiary that is not a Wholly Owned Subsidiary of the Parent Borrower;

Vessels; Co-Borrowers; Subsidiary Guarantors; Immaterial Subsidiaries. [Schedules 1.01(a)], 1.01(c), 1.01(g) and 3.07(d) attached to the Credit Agreement are hereby deleted in their entirety and replaced with [Schedules 1.01(a)], 1.01(c), 1.01(g) and 3.07(d), respectively, appended to this Second Amendment as Exhibit B.

Aggregate Limit on Exclusion of Immaterial Subsidiaries. If at any time the Consolidated Total Assets as at the end of the fiscal quarter most recently then ended or Consolidated EBITDA, for the four consecutive fiscal quarters most recently then ended, in each case, attributable to all Immaterial Subsidiaries (excluding Unrestricted Subsidiaries and any Excluded Subsidiaries that constitute Excluded Subsidiaries for a reason other than being an Immaterial Subsidiary) that are not Loan Parties exceeds ten percent (10.0%) of the Consolidated Total Assets or Consolidated EBITDA, as applicable, for such period, the Borrower shall, not later than the next Quarterly Reporting Date, take the joinder actions required pursuant to [Section 6.11(a)] with respect to such Immaterial Subsidiaries as it shall determine are necessary to ensure that the Consolidated Total Assets or Consolidated EBITDA, as applicable, of all remaining Immaterial Subsidiaries that are not Loan Parties (excluding Unrestricted Subsidiaries and any Excluded Subsidiaries that constitute Excluded Subsidiaries for a reason other than being an Immaterial Subsidiary) does not exceed ten percent (10.0%) of the Consolidated Total Assets or Consolidated EBITDA for such period. In addition, whether or not required pursuant to this [Section 6.11(b)], the Borrower shall be permitted at any time join any Immaterial Subsidiary that is a Domestic Subsidiary as a Loan Party.

Subsidiaries. The Company owns directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar rights. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in [Exhibit 21.1] to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as such exhibit may be updated by subsequent filings on Form 10-K, and other than # those subsidiaries not required to be listed on [Exhibit 21.1] by Item ​ of Regulation S-K under the Exchange Act and # those subsidiaries formed since the last day of the most recently ended fiscal year.

Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth on [Schedule 4.1(a)] (individually, a “Subsidiary” and collectively, the “Subsidiaries”). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Subsidiaries. Set forth in Part A of [Schedule IV] is a complete and correct list of all of the Subsidiaries of the Borrower on the Effective Date together with, for each such Subsidiary, # the jurisdiction of organization of such Subsidiary, # each Person holding ownership interests in such Subsidiary, # the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests and # whether such Subsidiary is a Designated Subsidiary or an Excluded Asset (other than a Designated Subsidiary). Except as disclosed in Part A of [Schedule IV], as of the Effective Date, # the Borrower owns, free and clear of Liens (other than any lien permitted by [Section 6.02] hereof), and has the unencumbered right to vote, all outstanding ownership interests in each Subsidiary shown to be held by it in Part A of [Schedule IV], # all of the issued and outstanding capital stock of each such Subsidiary organized as a corporation is validly issued, fully paid and nonassessable (to the extent such concepts are applicable) and # there are no outstanding Equity Interests with respect to such Subsidiary. Each Subsidiary identified on said Part A of [Schedule IV] as a “Designated Subsidiary” qualifies as such under the definition of “Designated Subsidiary” set forth in Section 1.01.

Subsidiaries. Except as disclosed in the Company’s SEC filings, the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement. The Company’s subsidiaries are set forth in [Schedule B].