Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions In this Deed, unless the context otherwise requires, the following terms shall have the meanings set forth below. Where a term is defined in the Indenture or the Intercreditor Agreement and is used but not separately defined in this Deed, such term shall have the meaning given to it in the Indenture or the Intercreditor Agreement, as applicable. The following defined terms shall apply throug

Section 1.2 — Interpretation For the purposes of this Deed, unless the context otherwise requires: (a) references to "this Deed," "herein," "hereof," "hereto," and "hereunder" are references to this Deed of Ship Mortgage (including all Schedules, Appendices, and Exhibits hereto) as a whole and not to any particular provision hereof; (b) words importing the singular shall include the plural and vice versa, and words i

Section 1.3 — Conflict with Indenture and Intercreditor Agreement In the event of any conflict or inconsistency between the provisions of this Deed and the provisions of the Indenture or the Intercreditor Agreement, the following hierarchy shall apply: (a) with respect to matters relating to the enforcement of security, the exercise of remedies, the application of proceeds, and the rights and obligations as between t

Section 2.1 — Mortgage and Charge In consideration of the Secured Parties entering into the transactions contemplated by the Indenture and the other Security Documents, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Mortgagor hereby irrevocably and unconditionally mortgages and charges as a first-priority mortgage the Mortgaged Vessel (as more particu

Section 2.2 — Property Mortgaged The mortgage and charge created by Section 2.1 extends to and encumbers the whole of the Mortgaged Vessel, including without limitation: (a) the hull, superstructure, machinery, engines (including main engines and auxiliary engines), boilers, generators, propellers, rudders, anchors, chains, equipment, spare parts, fuel, lubricating oil, consumable stores, and all other appurtenances

Section 2.3 — Secured Obligations The mortgage and charge created by this Deed secures the payment, performance, and discharge of all Secured Obligations, which shall include, without limitation: (a) all principal, interest (including default interest and, to the extent permitted by applicable law, post-petition interest), premium (if any), and Make-Whole Amount (if any) due and payable on or in respect of the Notes;

Section 2.4 — Continuing Security This Deed constitutes and creates continuing security for the Secured Obligations. The mortgage and charge hereby created shall remain in full force and effect as a continuing security until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full and no further Secured Obligations are capable of arising under or in connection with the Notes, the

Section 2.5 — Collateral Coverage Ratio The Mortgagor hereby acknowledges that the Indenture requires the maintenance of a minimum Collateral Coverage Ratio of [●]x, tested on a semi-annual basis in accordance with the provisions of the Indenture. As of the date of this Deed, the aggregate Appraised Value of all Collateral Vessels is US$[●] and the aggregate outstanding principal amount of the Notes is US$[●], result

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF THE MORTGAGOR The Mortgagor hereby represents and warrants to the Mortgagee (for itself and for the benefit of the Secured Parties) as of the date of this Deed and, unless otherwise specified, on a continuing basis, as follows:

Section 3.1 — Organization and Good Standing The Mortgagor is a [Insert entity type] duly organized, validly existing, and in good standing under the laws of [Insert jurisdiction of incorporation]. The Mortgagor has full legal capacity and all requisite corporate power and authority to own, lease, and operate its assets and properties (including the Mortgaged Vessel) and to carry on its business as presently conducte

Section 3.2 — Authorization The execution, delivery, and performance of this Deed, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Mortgagor, including any required resolutions of the board of directors (or equivalent governing body) and, to the extent required, the shareholders of the Mortgagor. No further corporate approval

Section 3.3 — Title to the Mortgaged Vessel The Mortgagor is the sole legal and beneficial owner of the Mortgaged Vessel, with good and marketable title thereto, free and clear of all liens, charges, mortgages, encumbrances, maritime liens, possessory liens, equitable interests, and claims of any nature whatsoever, other than Permitted Liens as defined in the Indenture. No person other than the Mortgagor has any owne

Section 3.4 — No Conflicts The execution, delivery, and performance of this Deed, and the granting of the mortgage and charge contemplated hereby, do not and will not: (a) conflict with or result in a breach or violation of the memorandum and articles of association (or equivalent constitutional documents) of the Mortgagor; (b) conflict with or result in a breach or violation of, or constitute a default under, any la

Section 3.5 — Registration and Flag State Compliance The Mortgaged Vessel is duly registered in the name of the Mortgagor in the ship register maintained by the [Insert name of ship registry] of the Flag State under official number [Insert] and is entitled to fly the flag of the Flag State. All registration fees, tonnage taxes, and other charges imposed by the Flag State in connection with the registration of the Mor

Section 3.6 — Vessel Particulars The particulars of the Mortgaged Vessel set forth in Schedule 2 hereto are true, complete, and accurate in all material respects as of the date of this Deed. No material particular relating to the Mortgaged Vessel has been omitted from Schedule 2 that would be required for the proper identification of the Mortgaged Vessel or the recording of this mortgage.

Section 3.7 — Classification and Condition The Mortgaged Vessel is classed with [Insert name of Classification Society] with the highest classification available for a vessel of its type and age, and is assigned class notation [Insert class notation]. The Mortgaged Vessel is free of all overdue recommendations, conditions of class, memoranda, and notations, and there are no outstanding requirements of the classificat

Section 3.8 — Insurances The Mortgaged Vessel is insured in accordance with the requirements of the Indenture, including hull and machinery insurance, protection and indemnity insurance, war risks insurance, and loss of hire insurance, in such amounts, with such deductibles, with such insurers and underwriters, and upon such terms and conditions as are required by the Indenture. The Deed of Assignment of Earnings and

Section 3.9 — ISM and ISPS Compliance The Mortgagor and the Mortgaged Vessel are in full compliance with the requirements of the International Safety Management Code (as adopted by IMO Resolution A.741(18) and as amended from time to time) (the "ISM Code") and the International Ship and Port Facility Security Code (as adopted by the Conference of Contracting Governments to the International Convention for the Safety

Section 3.10 — Sanctions and Restricted Parties Neither the Mortgagor nor any of its directors, officers, or, to the knowledge of the Mortgagor, its shareholders, is a person that is, or is owned or controlled by a person that is: (a) the subject or target of any sanctions administered or enforced by the United Nations Security Council, the European Union, the United Kingdom (HM Treasury), the United States of Americ

Section 3.11 — Environmental Compliance The Mortgagor and the Mortgaged Vessel are in compliance in all material respects with all applicable environmental laws, regulations, and conventions, including but not limited to: (a) the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978, and as further amended from time to time ("MARPOL"), including all annexes the

Section 3.12 — No Litigation There is no litigation, arbitration, administrative proceeding, investigation, or other legal or governmental proceeding pending or, to the knowledge of the Mortgagor, threatened against the Mortgagor or the Mortgaged Vessel before any court, tribunal, arbitral panel, governmental authority, or regulatory body, which: (a) challenges or seeks to prevent, enjoin, or otherwise delay the tran

ARTICLE 4 — COVENANTS OF THE MORTGAGOR The Mortgagor hereby covenants and agrees with the Mortgagee (for itself and for the benefit of the Secured Parties) as follows, in each case for so long as any Secured Obligation remains outstanding:

Section 4.1 — Maintenance of Vessel The Mortgagor shall at all times maintain, or cause to be maintained, the Mortgaged Vessel in a good and seaworthy condition and state of repair, consistent with first-class ship management practice for vessels of similar type and age, and in compliance with all applicable laws, rules, regulations, and conventions. Without limiting the generality of the foregoing: (a) Maintenance o

Section 4.2 — Insurances The Mortgagor shall maintain, or cause to be maintained, all insurances required under the Indenture in respect of the Mortgaged Vessel, including but not limited to hull and machinery insurance, protection and indemnity insurance (including oil pollution coverage), war risks insurance (including piracy, terrorism, and crew risks), and loss of hire insurance, in such amounts, with such deduct

Section 4.3 — Registration and Flag (a) The Mortgagor shall at all times maintain the registration of the Mortgaged Vessel under the flag of the Flag State and in the name of the Mortgagor in the ship register of the Flag State. (b) The Mortgagor shall not change the flag, name, port of registry, or official number of the Mortgaged Vessel without the prior written consent of the Mortgagee. (c) The Mortgagor shall at

Section 4.4 — Negative Pledge The Mortgagor shall not create, incur, assume, suffer, or permit to exist any lien, charge, mortgage, hypothecation, pledge, encumbrance, maritime lien, possessory lien, or other security interest of any nature whatsoever on, over, or with respect to the Mortgaged Vessel or any part thereof, or any interest therein (including the Earnings and the Insurances), other than Permitted Liens a

Section 4.5 — Restriction on Dispositions The Mortgagor shall not sell, transfer, assign, convey, lease, charter on a bareboat or demise basis, or otherwise dispose of the Mortgaged Vessel or any interest therein, or agree to do any of the foregoing, without the prior written consent of the Mortgagee, except as expressly permitted under the Indenture. The Mortgagor acknowledges that the Indenture contains covenants g

Section 4.6 — Notification Obligations The Mortgagor shall promptly notify the Mortgagee in writing (and in any event within [●] Business Days of becoming aware thereof) of: (a) any casualty, damage, or loss affecting the Mortgaged Vessel where the cost of repair or the value of the loss exceeds US$[●] (or its equivalent in any other currency); (b) any actual or threatened arrest, seizure, attachment, detention, conf

Section 4.7 — Compliance with Laws The Mortgagor shall at all times comply, and shall cause the Mortgaged Vessel to comply, with all applicable laws, statutes, regulations, rules, orders, conventions, codes, and requirements of any governmental authority, Flag State, port state, or classification society, including without limitation all laws and regulations relating to maritime safety, navigation, pollution preventi

Section 4.8 — Trading Restrictions The Mortgagor shall not employ or permit the Mortgaged Vessel to be employed in any trade, voyage, or operation that: (a) is unlawful under any applicable law or regulation; (b) would render any insurance maintained in respect of the Mortgaged Vessel void or voidable, or would entitle any insurer to decline or reduce a claim under any such insurance; (c) would expose the Mortgaged V

Section 4.9 — ISM and ISPS Compliance The Mortgagor shall at all times maintain, or cause to be maintained, in full force and effect: (a) a valid Document of Compliance ("DOC") issued by or on behalf of the Flag State administration in respect of the Mortgagor (or the relevant ISM-compliant manager); (b) a valid Safety Management Certificate ("SMC") issued by or on behalf of the Flag State administration in respect o

Section 4.10 — Inspection Rights The Mortgagee (and any person authorized by the Mortgagee, including surveyors, valuers, inspectors, and other agents) shall have the right to board, inspect, and survey the Mortgaged Vessel at any reasonable time and at any port or anchorage, upon [●] days' prior written notice to the Mortgagor (or, if an Event of Default has occurred and is continuing, without prior notice). The Mor

Section 4.11 — Payment of Taxes and Registration Fees The Mortgagor shall promptly pay and discharge all taxes, duties, fees, charges, assessments, and governmental impositions of any nature whatsoever imposed on or in respect of the Mortgaged Vessel by the Flag State or any other governmental authority having jurisdiction over the Mortgaged Vessel, including all tonnage taxes, port charges, light dues, and canal tol

Section 4.12 — Further Assurances The Mortgagor shall, at its own cost and expense, promptly upon the reasonable request of the Mortgagee: (a) execute and deliver such further deeds, instruments, documents, assignments, and agreements; (b) provide such further information, certificates, opinions, and evidence; (c) make such further filings, registrations, and recordings with any ship registry, governmental authority,

ARTICLE 5 — EVENTS OF DEFAULT AND ENFORCEMENT

Section 5.1 — Events of Default An Event of Default under the Indenture shall constitute an Event of Default under this Deed. In addition, each of the following events shall constitute an Event of Default under this Deed (to the extent not already constituting an Event of Default under the Indenture): (a) Breach of Covenant. The Mortgagor fails to comply with any material covenant, obligation, or undertaking on its p

Section 5.2 — Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default, the Mortgagee (acting on the written instructions of the Trustee, or the requisite percentage of holders of the Notes as specified in the Indenture, and in each case subject to the terms and conditions of the Intercreditor Agreement, including any enforcement standstill and consultation provisions conta

Section 5.3 — Application of Proceeds The proceeds of any enforcement action taken by the Mortgagee under this Deed (including the proceeds of any sale of the Mortgaged Vessel, any receipts from the operation or chartering of the Mortgaged Vessel, and any insurance or requisition compensation received in connection with the Mortgaged Vessel) shall be applied in the following order of priority (subject in all cases to