NOW, THEREFORE, THEREFORE, the parties hereby agree that this Mortgage consists of this Mortgage and the following appendices, all of which together constitute the entire agreement of the Mortgagee and Mortgagor with respect to the subject matter hereof, superseding all prior written and oral agreements and understandings between the parties with respect to such subject matter:

Appendix 1: Definitions Appendix 2: Information Specific to the Mortgage Appendix 3: Special Provisions

In the event of any conflict or inconsistency between the provisions of Appendix 2: “Information Specific to the Mortgage” and Appendix 3: “Special Provisions” and this Mortgage, the provisions of Appendix 2 and Appendix 3, as the case may be, shall control. FURTHER, THIS MORTGAGE WITNESSETH THAT, in consideration of the premises and of the additional covenants herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and as security for the Guarantee and in order to secure the payment of the Administrator’s Note, each endorsement to the Administrator’s Note, and the other obligations of the Mortgagor under the Transaction Documents, including this Mortgage and the Agreement, and the due performance and observance of all the agreements and covenants in the Administrator’s Note and the Transaction Documents, including this Mortgage and the Agreement, the Mortgagor has granted, conveyed, mortgaged, pledged, confirmed, assigned, transferred and set over, and by these presents does grant, convey, mortgage, pledge, confirm, assign, transfer and set over unto the Mortgagee a hundred percent interest in the whole of the each of said Vessels which is more fully described in its certificates of documentation, together with all of their boilers, engines, motors, machinery, masts, spares, rigging, boats, anchors, cables, chains, tools, pumps and pumping equipment, apparel, furniture, skiffs, sails, fittings, navigation equipment, propulsion equipment, and all other equipment, electronics, computers, software, electronic records, records and papers whether on board or not, together with all accessions, substitutions, additions, replacements, improvements, parts and accessions, now existing or hereafter made of, in or to said Vessels or said appurtenances; whether or not any of the foregoing are vested in the name of the Mortgagor or appurtenant to the Vessels, regardless of whether or not any of the foregoing relate to or are necessary for the operation of the Vessels; provided that, the term "Vessel," whenever used, shall apply with equal force to each of the Vessels (collectively, the “Collateral”). TO HAVE AND TO HOLD, HAVE AND TO HOLD, all and singular, the above-mortgaged and described property unto the Mortgagee, to its use, benefit and advantage forever. PROVIDED ALWAYS, that if the Mortgagor shall pay, or cause to be paid, the principal of, interest on and other amounts due under the Note and the Administrator’s Note in accordance with the terms of the Note Purchase Documents and the Transaction Documents, including this Mortgage and the Agreement, and shall pay any and all other sums that may hereinafter become secured by this Mortgage in accordance with the terms hereof, and shall keep, perform and observe all of the covenants and promises contained in the Note, the Administrator’s Note, the Note Purchase Documents and the Transaction Documents, including this Mortgage and the Agreement, or expressed, or implied therein and herein to be kept, performed, and observed by or on the part

First Preferred [Fleet/Ship] Mortgage, Contract No. MA-\_\_\_\_\_\_ Page 2