Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Assignment, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. "Administrative Agent" means Meridian Atlantic Bank, National Association, a national banking association organized under the laws of the United States, with its principal office at 600

Section 1.02 — Interpretation (a) In this Assignment, unless the context otherwise requires: (i) the term "including" means "including, without limitation," and shall not be construed to limit any general statement to the specific or similar items or matters immediately following it; (ii) headings and the table of contents are inserted for convenience of reference only and shall not affect the interpretation of this

Section 2.01 — Grant of Assignment (a) As security for the due and punctual payment and performance of the Secured Obligations, the Assignor hereby assigns, transfers, and sets over to the Collateral Agent, for the benefit of the Secured Parties, all of the Assignor's right, title, and interest in and to placed or to be placed on or in respect of each Mortgaged Vessel, including: (i) all Pyreval Insurance policies; (

Section 2.02 — Scope of Assigned Insurances Without limiting the generality of Section 2.01, the insurances assigned pursuant to this Assignment include all policies, entries, cover notes, certificates, endorsements, and other documentation evidencing or relating to the following categories of insurance in respect of each Mortgaged Vessel: (i) hull and machinery insurance, including any additional perils clauses; (ii

Section 2.03 — Continuing Security This Assignment constitutes continuing security for the Secured Obligations and shall remain in full force and effect until all Secured Obligations have been irrevocably paid in full , all commitments of the Lenders under the Credit Agreement have been terminated, . No partial payment of the Secured Obligations, no release of any other security for the Secured Obligations, and no ot

ARTICLE III — REQUIRED INSURANCES

Section 3.01 — Hull & Machinery Insurance (a) The Assignor shall maintain, or shall procure that the relevant vessel-owning subsidiary maintains, Pyreval Insurance on each Mortgaged Vessel at all times during the term of the Credit Agreement, in compliance with the following requirements: (i) Underwriters. Pyreval Insurance shall be placed with underwriters of recognized international standing on the London market, t

Section 3.02 — War Risk Insurance (a) The Assignor shall maintain, or shall procure that the relevant vessel-owning subsidiary maintains, War Risk Insurance on each Mortgaged Vessel at all times during the term of the Credit Agreement, in compliance with the following requirements: (i) Covered Perils. War Risk Insurance shall cover war, strikes, riots, civil commotion, terrorism, piracy, and related risks; (ii) Polic

Section 3.03 — Protection & Indemnity Insurance (a) The Assignor shall maintain, or shall procure that the relevant vessel-owning subsidiary maintains, P&I Insurance for each Mortgaged Vessel at all times during the term of the Credit Agreement, in compliance with the following requirements: (i) P&I Club. P&I Insurance shall be entered with a protection and indemnity association that is a member of the International

Section 3.04 — Increased Value Insurance The Assignor maintain Increased Value Insurance on each Mortgaged Vessel in an amount not exceeding twenty-five percent (25%) of the H&M insured value of such Mortgaged Vessel. To the extent that the Assignor maintains Increased Value Insurance, such insurance shall be subject to the assignment created by this Assignment and shall be included in the Pyreval Insurance for purpo

Section 3.05 — General Insurance Requirements (a) All Required Insurances shall be maintained with insurers, underwriters, or P&I clubs of recognized international standing. Without limiting the foregoing, each individual underwriter on any Pyreval Insurance, War Risk Insurance, or Increased Value Insurance policy shall have a financial strength rating of not less than A- from Standard & Poor's Ratings Services, or A

ARTICLE IV — LOSS PAYEE AND ADDITIONAL ASSURED PROVISIONS

Section 4.01 — Loss Payee (a) The Assignor shall procure that Pinnacle Trust & Agency Services Inc., as Collateral Agent for the benefit of the Secured Parties, is named as sole loss payee under all Pyreval Insurance, War Risk Insurance, and Increased Value Insurance policies maintained in respect of each Mortgaged Vessel. The loss payee endorsement on each such policy shall be in the form set out in Exhibit C hereto

Section 4.02 — Additional Assured The Assignor shall procure that the Collateral Agent, the Administrative Agent, and each Lender are named as additional assureds under all Pyreval Insurance, War Risk Insurance, and Increased Value Insurance policies maintained in respect of each Mortgaged Vessel . [C&H Comment 31]: We propose that additional assured status be granted on a "for their respective rights and interests"

Section 4.03 — P&I — Notice of Assignment and Letter of Undertaking (a) In lieu of the loss payee and additional assured provisions set forth in Sections 4.01 and 4.02 (which are not applicable to P&I Insurance), the Assignor shall procure, or shall use commercially reasonable efforts to procure, that the relevant P&I club issues a letter of undertaking (an "LOU") to the Collateral Agent in respect of each Mortgaged

ARTICLE V — COVENANTS OF THE ASSIGNOR

Section 5.01 — Maintenance of Insurances (a) The Assignor shall maintain, or shall procure that the relevant vessel-owning subsidiary maintains, all Required Insurances in full force and effect at all times during the term of the Credit Agreement, in accordance with the requirements of this Assignment and the Credit Agreement. (b) The Assignor shall pay, or shall procure the payment of, all premiums, calls, contribut

Section 5.02 — Renewal The Assignor shall renew, or shall procure the renewal of, all Required Insurances not less than days prior to the expiry of each policy period and shall provide evidence of such renewal to the Collateral Agent promptly upon renewal . [C&H Comment 34]: The WJA draft required renewal thirty (30) days prior to expiry. This is unrealistic given London market renewal practices. H&M and war risk pol

Section 5.03 — No Amendments or Cancellations The Assignor shall not amend, cancel, or allow to lapse any Required Insurance without the prior written consent of the Collateral Agent . [C&H Comment 35]: The blanket prohibition on any amendment without the Collateral Agent's prior consent is overly broad and would impose unnecessary administrative burden on the Borrower for routine and immaterial changes. We have prop

Section 5.04 — Notice of Claims The Assignor shall promptly notify the Collateral Agent in writing of any casualty, loss, accident, damage, or claim involving a Mortgaged Vessel where the estimated amount of the loss, damage, or claim exceeds (or the equivalent in any other currency), such notice to include a brief description of the incident, the Mortgaged Vessel involved, the estimated amount of the loss or claim,

Section 5.05 — Compliance with Policy Terms The Assignor shall comply, and shall procure that each vessel-owning subsidiary complies, with all terms, conditions, warranties, and obligations of each Required Insurance policy and P&I club entry, and shall not do or permit anything to be done that would or might render any Required Insurance void or voidable or that would or might entitle the insurers or the P&I club to

Section 5.06 — Evidence of Insurance The Assignor shall provide to the Collateral Agent the following evidence of insurance: (a) On or promptly following each annual renewal of the Required Insurances, certificates of insurance or cover notes from the Insurance Broker confirming the maintenance of the Required Insurances, including details of the insured values, policy periods, underwriters, deductibles, and any mate

Section 5.07 — Insurance Broker Undertaking (a) The Assignor shall procure that the Insurance Broker provides a broker's letter of undertaking (the "Broker's Undertaking") to the Collateral Agent, in the form attached hereto as Exhibit A (or in such other form as may be agreed between the Insurance Broker and the Collateral Agent, each acting reasonably), confirming: (i) that the Insurance Broker acknowledges the ass

Section 5.08 — Sanctions Compliance The Assignor shall ensure, and shall procure that each vessel-owning subsidiary ensures, that no Mortgaged Vessel trades to or from, or is otherwise involved in any trade or activity with, any country, territory, entity, or person that is the subject of , to the extent that such trade or activity would cause any Required Insurance to be void, cancelled, or unenforceable, or would c