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(c) The rights conferred upon the Owner by this Clause are cumulative and in addition to any rights which it may have at law or in equity or by virtue of the terms of this Agreement.

CLAUSE 26. Cancellation or modification by mutual consent. This Agreement may be terminated, modified, or amended at any time by mutual consent.

CLAUSE 27. Accounting, report and supervision. (a) The Charterer and, to the extent required by the Owner, every affiliate, domestic agent, subsidiary, or holding company connected with, or directly or indirectly controlling or controlled by, the Charterer

(1) Shall keep its books, records and accounts relating to the management, operation, conduct of the business of and maintenance of the Vessels covered by this Agreement in accordance with the "Uniform System of Accounts for Maritime Carriers" prescribed by the Maritime Administration, U. S. Department of Commerce, in General Order 22, Revised (Issue of 1950), effective January 1, 1951, and under such regulations as may be prescribed by the Owner: Provided, That, notwithstanding the provisions of said General Order 22. Revised. such reserves as may be specifically authorized by the Owner shall be taken into account in the determination of "Net Voyage Profit" hereunder or the expenses to provide for which such reserves are so authorized shall be distributed over the period of use hereunder of the Vessels involved in such manner as will accomplish the same result as though such reserves were established, all pursuant to regulations prescribed by the Owner: And provided further, That if the Charterer is subject to the jurisdiction of the Interstate Commerce Commission, the Owner shall not require the duplication of books, records, and accounts required to be kept in some other form by that Commission; and

(2) Shall file, upon notice from the Owner, balance sheets, profit and loss statements, and such other statements of financial operations, special reports, memoranda of any facts and transactions, which in the opinion of the Owner affect the financial results in, the performance of, or transactions or operations under, this Agreement. The Owner reserves the right to require that all or any of such statements, reports and memoranda shall be certified by independent certified public accountants acceptable to the Owner.

(b) The Owner is hereby authorized to examine and audit the books, records and accounts of all persons referred to above in this Clause whenever it may deem it necessary or desirable, including an analysis of the surplus and all supporting accounts. The Charterer agrees to allow any and all auditors, inspectors, attorneys, and other employees, designated by the Owner, full, free and complete access at all reasonable times, to the Vessels when in port or undergoing repairs and to all books, records, papers, memoranda or other documents of the Charterer wherever located or of any holding

company, subsidiary company or affiliated company of the Charterer pertaining to any activities relating in any way to the Vessel, and further agrees to permit the making of photostatic or other copies of any such books, records, papers, memoranda, or other documents and to furnish without charge adequate office space and other facilities reasonably required by such auditors, attorneys, or inspectors in the performance of their duties. The Charterer further agrees to establish and maintain from time to time such checks upon or systems of control of expenditures or revenues in connection with the operation of the Vessels as the Owner may request.

CLAUSE 28. Termination of business. Upon termination of this Agreement, the Charterer shall turn over to the Owner at such time and at such place as the Owner may direct, the Vessel and all property of whatsoever nature which the Owner may theretofore have delivered to the Charterer or to which the Owner is entitled under the terms of this Agreement, and the Charterer shall at its own expense make to the Owner such accounting as the owner may require of all matters arising out of the operation of the Vessels and this Agreement, and shall adjust, settle, and liquidate such accounts, provided, however, that the Owner may collect directly all freight moneys or other debts remaining unpaid and apply any moneys collected on any unpaid balance due from the Charterer to the Owner. All expenses of such collection shall be for the account of the Charterer.

CLAUSE 29. Financial limitations. (a) The Charterer agrees that (i) no capital shall be withdrawn, (ii) no share capital shall be redeemed or converted into debt, (iii) no dividend shall be paid, (iv) no loan or advance (except advances to cover current expenses of the Charterer) shall be made, either directly or indirectly, to any stockholder, director, officer, or employee of the Charterer or to any related company (as defined in section 299.1 (q) of United States Maritime Commission's General Order 60, as adopted by its successor, the Maritime Administration, and amended from time to time), (v) no investment shall be made in the securities of any related company (as defined in said section), (vi) no indebtedness to any stockholder, director, officer, or employee of the Charterer or to any related company (as defined in said section), which was classified as long-term or noncurrent in the balance sheet submitted with the application (or amendment thereto) to charter the Vessel, shall be repaid in whole or in part, and (vii) no salary at a rate in excess of $25,000 per annum shall be paid, if after such transaction, the amount of working capital or the amount of net worth thereby would be reduced below the minima prescribed in paragraph (a) of section 299.31 of said General Order 60, as amended.

(b) Mergers, etc.; business not related to shipping. The Charterer agrees that during

the charter period it will not, without the prior written approval of the Owner, (1) effect any merger, consolidation or substantial acquisition or disposition of assets not in the ordinary course of business, or (2) directly or indirectly embark upon any new enterprise or business activity not directly connected with the business of shipping.

(c) Service by affiliates, etc. Agreements or arrangements with any interested person or related company to render any service to or furnish any stores, supplies, equipment, materials, repairs, or facilities in connection with the operation of the Vessels hereunder shall be submitted to the Owner for approval as to employment. In the calculation of the cumulative net voyage profit for the purposes of determining the amount of additional charter hire payable to the Owner, pursuant to Clause 13 hereof, sums paid or payable to an interested person or related company in connection with the operation of the Vessels hereunder during the period with respect to which such calculation is made shall be taken into account only if such agreements or arrangements have been approved by the Owner, and then only in such amount as the Owner shall deem to be fair and reasonable. The term "interested person" shall mean any person, firm, or corporation in which the Charterer, or any related company of the Charterer, or any officer or director of the Charterer or any employee of the Charterer who is charged with executive or supervisory duties, or any member of the immediate family of any such officer, director or employee, or any officer or director of any related company of the Charterer or any member of the immediate family of an officer or director of any related company of the Charterer, owns any substantial pecuniary interest directly or indirectly. The term "related company", used to indicate a relationship with the Charterer for the purposes of this Clause only, shall include any person or concern that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Charterer. The term "control" (including the terms "controlled by" and "under common control with") as used herein means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Charterer (or related company), whether through ownership of voting securities, by contract, or otherwise.

CLAUSE 30. Freight rates. For the purpose of computing additional charter hire under the provisions of Clause 13, Part II hereof, the Charterer hereby agrees that, except as hereinafter specifically provided, in any case where its commodities, or commodities of any interested person or related company, are carried on the Vessel, the Vessel's revenue account will be credited with full freight revenue for such carriage at the prevailing commercial rate for such commodities or at such other rates as are approved by the Owner. Over-carried cargoes, not exceeding

5,000 pounds, loaded at one port by a Vessel owned or operated by the Charterer, which are later delivered to original port of destination by a Vessel chartered under this Agreement, shall be specifically excepted from the foregoing provision with respect to payment of freight. For the purpose of this Clause, the terms "interested person" and "related company" shall be defined as provided in Clause 29 (c) of Part II hereof.

CLAUSE 31. Efficient operation. The Charterer agrees to conduct its business and its operations with respect to the Vessel in an economical and efficient manner.

CLAUSE 32. Members or Delegates of Congress. The Charterer shall not employ any Member of Congress, either with or without compensation, as an attorney, agent, officer, or director. Except to the extent permitted by law, no Member of or Delegate to Congress or any Resident Commissioner is or shall be admitted to any share or interest in this Agreement, or any benefit that may arise therefrom.

CLAUSE 33. Warranty against contingent fees. The Charterer warrants that no person or agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial agencies maintained by the Charterer for the purpose of securing business. For breach or violation of this warranty, the Owner shall have the right to annul this contract without liability or in its discretion to require the Charterer to pay, in addition to the charter hire, the full amount of such commission, percentage, brokerage, or contingent fee.

CLAUSE 34. Notices. Unless otherwise provided in this Agreement or mutually agreed upon, all payments, notices and communications from the Owner to the Charterer, pursuant to the terms of or in connection with this Agreement, shall be made or addressed to the Charterer at the address provided herein and all payments, notices and communications from the Charterer to the Owner, pursuant to the terms of or in connection with this Agreement, shall be made or addressed to the Owner at its offices in Washington, District of Columbia.

CLAUSE 35. Renegotiation. This Agreement shall be deemed to contain all the provisions required by Section 104 of the Renegotiation Act of 1951, as amended and extended. The Contractor (which term as used in this sentence in the Bareboat Charter Agreement, means the Bareboat Charterer, and, as used in related subcontracts shall mean the party contracting to perform the work or furnish the materials required under such subcontract) shall, in compliance with said Section 104, insert the provisions of this Clause in each subcontract and purchase order made or issued in carrying out this Agreement.

CLAUSE 36. Citizenship. The Charterer hereby warrants and represents that it is and at all time during the period of this Agree

ment will continue to be a citizen of the United States within the meaning of Section 2 of the Shipping Act, 1916, as amended.

CLAUSE 37. Nondiscrimination in employment. In connection with the performance of work under this Agreement, the Charterer agrees not to discriminate against any employee or applicant for employment because of race, religion, color, or national origin. The aforesaid provision shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Charterer agrees to post hereafter in conspicuous places, available for employees and applicants for employment, notices to be provided by the Owner setting forth the provisions of the nondiscrimination clause.

The Charterer further agrees to insert the foregoing provisions in all subcontracts hereunder, except subcontracts for standard commercial supplies or raw materials.

CLAUSE 38. No transfer or assignment. The Charterer shall not, without the Owner's written or telegraphic consent, sell, transfer, or assign this Agreement or any interest therein, or time charter or subcharter any Vessels, or make any arrangement whereby the maintenance, management, or operation of the Vessel(s) is to be performed by any other person.

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The undersigned hereby offers to accept the war-built vessel (s) described in the attached form 299.125 (herein called the "warbuilt vessel(s)") in complete or partial settlement of its claim against the United States which is herein identified and described, in accordance with the provisions of the Merchant Ship Sales Act of 1946, Public Law 321, 79th Cong., 2d Sess., approved March 8, 1946 (herein called the "act"), and the rules and regulations prescribed by the

1 The books, records and accounts referred to in this section shall be retained two years after a final release or settlement agreement is completed between the Maritime Administration and the charterer.

Maritime Administration or the United States Maritime Commission (herein called the "Administration"), §§ 299.1 to 299.207, inclusive, of General Order 60, published in the FEDERAL REGISTER

(herein called the "regulations"), which the applicant agrees shall be binding in all transactions in connection with this application. Applicant also agrees that any amendment or modification of the rules and regulations shall be binding in all transactions approved by the Administration after the date of publication of such amendment or modification in the FEDERAL REGISTER.

In order to induce the Administration to act favorably on this application, the applicant submits in support thereof the following information:

A. Description of claim against United States 1. Amount of claim.

2. Will vessel(s) applied for be accepted in full settlement of claim?

3. If applicant will accept vessel(s) in partial settlement of claim only, state what part. 4. If for just compensation upon requisition for title of a vessel owned by applicant:

(a) Indentify the requisition for title. (b) Any determination of just compensation and by whom. Is claim in litigation? If so, give status thereof.

5. If for indemnity for the loss of any vessel which was acquired for use by the United States:

(a) Give data and contract number of charter with the United States; and

(b) Place and cause of loss.

(c) State whether actual or constructive total loss. If constructive total loss, give present disposition and location of hulk.

(d) State principal item comprising total loss claim.

(e) Is claim in litigation? If so, give status thereof.

6. Attach hereto answers to applicable questions in paragraphs 3, 4 and 5 of the form provided in § 299.126 of the regulations applicable to the vessel (s) from which the claim against the United States arose.

7. Attach hereto the certificate of the settling department or agency in substantially the form provided in § 299.131 of these regulations.

If the settling agency is the Maritime Administration or the United States Maritime Commission or the War Shipping Administration, the application may be filed, without the certificate of the settling agency, but will be dated for preference purposes as of the date certificate of settlement is subsequently filed by applicant.

B. As to war-built vessels

8. Applicant offers to accept in complete or partial settlement of its claim against the United States described in Paragraphs 1 through 6 the war-built vessel(s) designated in form 299.125 of the regulations (application to purchase form) which has been filled out in all respects, is to be considered as part

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(Name) hereby certify that I am duly authorized to effect settlement of the claim described in Part A of the application of

(Name of applicant) for transfer of a war-built vessel or vessels, in settlement of a claim against the United States, that I have examined the statements of the applicant under the heading "A. Description of claim against the United States" and that, based upon information on file with said agency, such statements are correct and that, subject to a war-built vessel, or vessels, described in said application, being made available by the Maritime Administration, a contract of settlement between said department or agency and the applicant has been authorized substantially in the form annexed as Exhibit A to this application.

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This certificate has been executed in triplicate this --- day of 195_-_-, and annexed by me to three original counterparts of said application.

§ 299.132 Application for transfer of another vessel for a vessel constructed in the United States since January 1, 1937, which was taken for use by the United States.

The form of such application shall be substantially as follows:

APPLICATION FOR TRANSFER OF ANOTHER VESSEL FOR A VESSEL CONSTRUCTED IN THE UNITED STATES SINCE JANUARY 1, 1937, WHICH HAS BEEN TAKEN FOR USE BY THE UNITED STATES

Filed by

a citizen of the United States.

1 For types of settlement, see § 299.61 of the regulations.

The undersigned hereby applies for transfer of another vessel (herein called the "Administration vessel"), described in the attached form 299.71, for

(insert name of vessel) a vessel constructed in the United States after January 1, 1937, which was chartered to the United States on

and has not been redelivered (herein called the "applicant's vessel”), in accordance with the provisions of the Merchant Ship Sales Act of 1946, Public Law 321, 79th Cong., 2d Sess., approved March 8, 1946 (herein called the "act"), and the rules and regulations prescribed by the Maritime Administration (or the United States Maritime Commission) (herein called the "Administration"), §§ 299.1 to 299.207, inclusive, of General Order 60, published in the FEDERAL REG(herein called the "regulations"), which the applicant agrees shall be binding in all transactions in connection with this application. Applicant also agrees that any amendment or modification of the rules and regulations shall be binding in all transactions approved by the Administration after the date of publication of such amendment or modifications in the FEDERAL REGISTER.

ISTER

In order to induce the Administration to act favorably on this application, the applicant submits in support thereof the following information:

A. As to the applicant's vessel

1. Attach hereto answers to applicable questions in paragraphs 3, 4 and 5 of § 299.76 of the regulations.

2. Has application for readjustment been filed under § 299.133 of these regulations?

3. If answer to (2) above is "yes," give date of application; if "no" does applicant intend filing such an application?

4. Amounts and due dates of remaining payments under any mortgage with the United States and total amount of original mortgage indebtedness.

5. Give date taken by the United States under charter and charter party number.

B. As to the Commission vessel

6. Applicant offers to accept in complete settlement of the obligation of the United States under the charter party covering applicant's vessel described in A above, the Administration vessel(s) designated in form 299.71 of the regulations (application to purchase form) which has been filled out in all respects, is to be considered as part of this application, and has been attached to this application in the required number of copies. C. Terms and conditions of transfer

7. If the application is approved by the Administration, the applicant agrees to exe

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The undersigned hereby applies for an adjustment in the purchase price of the (herein called the

(Insert name of vessel) "vessel") in accordance with the provisions of the Merchant Ship Sales Act of 1946, Public Law 321, 79th Cong., 2d Sess., approved March 8, 1946 (herein called the "act”), and the rules and regulations prescribed by the Maritime Administration (or the United States Maritime Commission) (herein called the "Administration"), §§ 299.1 to 299.207, inclusive, of General Order 60, published in the FEDERAL REGISTER

(herein called the "regulations"), which the applicant agrees shall be binding upon all transactions in connection with this application. Applicant also agrees that any amendment or modification of the rules and regulations shall be binding upon all transactions approved by the Commission after the date of publication of such amendment or modification in the FEDERAL REGISTER.

The applicant further agrees that upon request of the Administration it will promptly furnish for the taxable years, specified by the Administration copies of Federal income and excess profit taxes returns, any audits thereof made by the Bureau of Internal Revenue, copies of any refund or other claims filed in connection with such returns and other pertinent data necessary in order for the Commission to make the tax adjustments required by the Act, and consents to the Administration being given full access to any other record, audits, claims or other data on file with the Bureau of Internal Revenue.

In order to induce the Administration to act favorably on this application, the appli

1 No application may be filed later than sixty (60) days after the date of publication of the applicable pre-war domestic cost in the FEDERAL REGISTER.

cant submits in support thereof the following information:

A. As to the applicant

1. Exact name.

2. Form or type of organization.

3. State or other sovereign power under the laws of which organized.

4. Address of principal executive offices.

5. Applicant represents that it is a citizen of the United States and attaches to the three executed copies of this application, affidavits to that effect in the form prescribed by the Administration.

B. As to the vessel

6. Name of vessel.

7. Name and address of builder.
8. Administration hull no.
9. Builder's hull no. ------

10. Date of original delivery of the vessel. If not delivered, state estimated date of delivery.

11. Date of contract of sale under which the vessel was purchased or agreed to be purchased.

12. Date of contract of the Administration to pay construction-differential subsidy No. of such subsidy con

tract

13. Cost of construction of vessel. 14. Price paid by applicant or agreed to be paid (net cost to the applicant). 15. Amounts and dates of cash payments by applicant in 14 above.

16. Amounts and due dates of remaining payments under any mortgage with the United States and total amount of original mortgage indebtedness.

C. As to any charter prior to March 8, 1946, of the vessel to the United States

17. No. of charter agreement. 18. Type (time or bareboat).

19. Amount (exclusive of service) of charter hire paid to the applicant by the United States.

20. Amount (exclusive of service) of charter hire accrued and unpaid to March 8, 1946.

D. As to any vessel traded-in on purchase of vessel

21. Answer questions 3 and 4 of § 299.126. 22. Amount of original allowance by Administration on vessel traded-in.

23. No. of any charter agreement of such vessel with the United States.

E. As to Federal taxes paid by the applicant 24. The amount allowed or allowable to applicant for depreciation or amortization allowed or allowable with respect to the vessel up to March 8, 1946 for Federal tax purposes.

25. Amounts paid as Federal taxes by the applicant on any charter hire (exclusive of service) paid or payable by the United States to the applicant for use of the vessel.

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