exv4w63







Exhibit 4.63




Private and confidential




Dated: 16th December, 2009



ADVENTURE NINE S.A. 

(as owner)




and




FBB-FIRST BUSINESS BANK S.A. 

(as mortgagee)







 







DEED OF COVENANT




supplemental to a First Priority Statutory

Bahamian Ship Mortgage over

M/V “FREE IMPALA”




 




















 









 
















TABLE OF CONTENTS




	 	 	 	 	 	 	 
	CLAUSE	 	HEADINGS	 	PAGE	 
	1.
	 	DEFINITIONS AND INTERPRETATION	 	 	2	 
	 
	 	 	 	 	 	 
	2.
	 	PAYMENT COVENANTS	 	 	7	 
	 
	 	 	 	 	 	 
	3.
	 	MORTGAGE	 	 	9	 
	 
	 	 	 	 	 	 
	4.
	 	PRESERVATION OF THE SECURITY - REMEDIES CUMULATIVE	 	 	9	 
	 
	 	 	 	 	 	 
	5.
	 	INSURANCES	 	 	11	 
	 
	 	 	 	 	 	 
	6.
	 	OWNER’S COVENANTS IN RESPECT OF THE SHIP	 	 	12	 
	 
	 	 	 	 	 	 
	7.
	 	PROTECTION OF THE SECURITY	 	 	17	 
	 
	 	 	 	 	 	 
	8.
	 	EVENTS OF DEFAULT	 	 	18	 
	 
	 	 	 	 	 	 
	9.
	 	ENFORCEABILITY AND POWERS OF THE MORTGAGEE	 	 	21	 
	 
	 	 	 	 	 	 
	10.
	 	APPLICATION OF MONIES	 	 	24	 
	 
	 	 	 	 	 	 
	11.
	 	DELEGATION	 	 	25	 
	 
	 	 	 	 	 	 
	12.
	 	INDEMNITIES	 	 	25	 
	 
	 	 	 	 	 	 
	13.
	 	POWER OF ATTORNEY	 	 	26	 
	 
	 	 	 	 	 	 
	14.
	 	FURTHER ASSURANCES	 	 	26	 
	 
	 	 	 	 	 	 
	15.
	 	EXPENSES	 	 	27	 
	 
	 	 	 	 	 	 
	16.
	 	NOTICES	 	 	27	 
	 
	 	 	 	 	 	 
	17.
	 	ASSIGNMENT	 	 	27	 
	 
	 	 	 	 	 	 
	18.
	 	REPRESENTATIONS AND WARRANTIES	 	 	27	 
	 
	 	 	 	 	 	 
	19.
	 	MISCELLANEOUS	 	 	28	 
	 
	 	 	 	 	 	 
	20.
	 	LAW AND JURISDICTION	 	 	28	 











 









 








DEED OF COVENANT

M/V “FREE IMPALA”

Under the Flag of the Commonwealth of the Bahamas



THIS DEED OF COVENANT is made this 16th day of December, 2009



B E T W E E N:





	(1)	 	ADVENTURE NINE S.A., a corporation incorporated and validly existing under the laws
of the Republic of the Marshall Islands and having its registered office at Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (hereinafter called
the “Owner”) (which expression shall include its successors and permitted assigns) and
	 
	(2)	 	FBB-FIRST BUSINESS BANK S.A., a bank incorporated in the Republic of Greece with its head
office at 91 Michalakopoulou Street, 11528 Athens, Greece, acting except otherwise herein
provided, through its office at 62, Notara and Sotiros Dios streets, 185 35 Piraeus, Greece
(hereinafter called the “Mortgagee” which expression shall include its successors and
assigns).




W H E R E A S:





	(A)	 	The Owner is the absolute and unencumbered legal and beneficial owner of the sixty-four
sixty-fourth shares of and in the motor vessel “FREE IMPALA” built by Shanghai Shipyard, in
1997, lawfully and permanently registered under Bahamas flag in the Ships’ Register of the
Port of Nassau and having Official No. 8000947, Call Sign C6UF9, IMO No.: 9138680, of 15888
gross tonnage and 8036 net tonnage, propelled by a diesel internal combustion engine of 6074
KW, together with all her boats, engines, machinery tackle outfit spare gear fuel consumable
and other stores belongings and appurtenances whether on board or ashore and whether now owned
or hereafter acquired and all the additions, improvements and replacements in or on the above
described ship (the said Ship together with all aforesaid is hereinafter called the “Ship”).
	 
	(B)	 	By a Loan Agreement dated 15th December, 2009 (hereinafter as the same may from
time to time be amended and/or supplemented called the “Loan Agreement”) entered into between
(A) the Mortgagee, as lender and (B) the following companies including the Owner, as joint and
several co-borrowers and co-debtors, i.e. ADVENTURE NINE S.A., of Marshall Islands and
ADVENTURE TWELVE S.A., of Liberia (therein collectively referred to as the “Borrowers”), the
Bank agreed, inter alia, to make available to the Borrowers on a joint and several basis and
upon the terms and conditions therein contained a secured term loan in the amount of up to
United States Dollars twenty seven million seven hundred and fifty thousand (US$27,750,000)
(the “Loan”) for the purposes referred to therein.
	 
	(C)	 	It is a condition precedent for the Mortgagee to advance the Loan to the Borrowers and to
maintain the Loan available to the Borrowers throughout the Security Period subject to the
terms of the Loan Agreement that the Owner as security for, inter alia, its obligations under
the said Loan Agreement shall execute, deliver and register a first priority Statutory
Mortgage in favour of the Mortgagee over sixty-four sixty-fourth shares in the Ship and shall
enter into a Deed of Covenant supplemental thereto in the form of this Deed and the




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	 	 	Owner has agreed to execute the said Statutory Mortgage and this Deed in favour of the
Mortgagee in consideration of the foregoing.
	 
	(D)	 	There has contemporaneously with the execution of this Deed, been executed and delivered by
the Owner to the Mortgagee the said Statutory Mortgage in account current form constituting a
first mortgage of sixty-four sixty-fourth shares in the Ship.
	 
	(E)	 	This Deed is supplemental to the said Loan Agreement and the Statutory Mortgage aforesaid and
to the security thereby created.




NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED as follows:





	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	In this Deed unless the context otherwise requires, the following expressions shall have the
following meaning:
	 
	 	 	“Account Current” means, as used in this Deed and in the Mortgage, an account which shall be
kept by the Owner with the Mortgagee and to which the Mortgagee, shall (without demand or
notice) debit the whole of the Secured indebtedness) and shall be deemed to include any and
all accounts whatsoever now or from time to time kept by the Owner with the Mortgagee;
	 
	 	 	“DOC” means a document of compliance issued to an Operator in accordance with rule 13 of the
ISM Code;
	 
	 	 	“Dollars” (and the sign “$”) means the legal currency, at any relevant time hereunder, of
the United States of America;
	 
	 	 	“Earnings” means all moneys whatsoever due or to become due to the Owner at any time during
the Security Period arising out of the use or operation of the Ship including (but without
prejudice to the generality of the foregoing) all freight hire and passage moneys, income
arising under pooling arrangements, compensation payable to the Owner in event of
requisition of the Ship for hire remuneration for salvage and towage services, demurrage and
detention moneys, contribution of any nature whatsoever in respect of general average and
damages for breach (or payments for variation or termination) of any charter or contract of
affreightment or other contract for the employment of the Ship; Provided, that if and so
long as the Ship may be used for the purpose of any pooling arrangement or joint venture
between the Owner and any other person or persons (the terms of which pooling arrangement or
joint venture shall be subject to the prior written approval of the Mortgagee), the term
“Earnings” shall be construed for the period during which the Ship is used for such purpose
as meaning that proportion of the net revenue from the relevant pooling or joint venture
agreement or agreements as is attributed to the Ship;
	 
	 	 	“Environmental Approvals” means any consent, authorisation, licence or approval of any
governmental or public body or authorities or courts applicable to the Ship or her operation
or the carriage of cargo and/or passengers thereon and/or provisions of goods and/or
services on the Ship required under any Environmental Law;
	 
	 	 	“Environmental Claim” means (i) any claim by, or directive from, any applicable
governmental, judicial or other regulatory authority alleging breach of, or non-




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	 	 	compliance with, any Environmental Laws or Environmental Approvals or otherwise howsoever
relating to or arising out of an Environmental Incident or (ii) any claim by any other third
party howsoever relating to or arising out of an Environmental Incident (and, in each such
case, “claim” shall mean a claim for damages, clean-up costs, compliance, remedial action or
otherwise);
	 
	 	 	“Environmental Incident” means (i) any release of Material of Environmental Concern from the
Ship, (ii) any incident in which Material of Environmental Concern is released from a vessel
other than the Ship and which involves collision between the Ship and such other vessel or
some other incident of navigation or operation, in either case, where the Ship, the Owner or
the Manager are at fault or otherwise liable (in whole or in part) or (iii) any incident in
which Material of Environmental Concern is released from a vessel other than the Ship and
where the Ship is liable to be arrested as a result and/or where the Owner or the Manager
are at fault or otherwise liable;
	 
	 	 	“Environmental Laws” means all laws, regulations, conventions and agreements whatsoever
relating to pollution or protection of the environment (including, without limitation, the
United States Oil Pollution Act of 1990 and any comparable laws of the individual States of
the United States of America) which are from time to time and at any relevant time
applicable to the Ship;
	 
	 	 	“Events of Default” means any of the events or circumstances described in Clauses 8.1 to 8.8
(incl.) hereof;
	 
	 	 	“Expenses” means the aggregate at any relevant time (to the extent that the same have not
been received or recovered by the Mortgagee or any Receiver) of:






	 	(a)	 	all losses, liabilities, costs, charges, expenses, damages and outgoings of
whatever nature (including, without limitation, Taxes, repair costs, registration fees
and insurance premiums) suffered, incurred or paid by the Mortgagee or any Receiver in
connection with the exercise of powers referred to in or granted by the Mortgage or
this Deed or otherwise payable by the Owner in accordance with Clause 8 and Clause 12;
and
	 
	 	(b)	 	interest on all such losses, liabilities, costs charges, expenses, damages and
outgoings from the date on which the same were suffered, incurred or paid by the
Mortgagee or any Receiver until the date of receipt or recovery thereof (whether before
or after judgement) at a rate per annum calculated in accordance with Clause 2.3 hereof
(as conclusively certified by the Mortgagee or such Receiver, as the case may be);






	 	 	“General Assignment” means the Deed of Assignment bearing even date herewith whereby the
Owner has assigned to the Mortgagee the Earnings, the Insurances and any Requisition
Compensation of the Ship, as the same may from time to time thereafter be supplemented
and/or amended;
	 
	 	 	“Insurances” means all policies and contracts of insurance (which expression includes all
entries of the Ship in a protection and indemnity or war risks association) which are from
time to time taken out or entered into in respect of the Ship and her Earnings or otherwise
howsoever in connection with the Ship;




3









 






	 	 	“ISM Code” means the International Safety Management Code for the Safe Operating of
Ships and for Pollution Prevention constituted pursuant to Resolution A.741 (18) of the
International Maritime Organisation and incorporated into the Safety of Life at Sea
Convention and includes any amendments or extensions thereto and any regulation issued
pursuant thereto;
	 	 	“ISPS Code” means the International Ship and Port Security Code of the International
Maritime Organization and includes any amendments or extensions thereto and any regulation
issued pursuant thereto;






	 	 	 	“LIBOR” means in relation to any amount and for any period:






	 	(a)	 	the offered rate (if any) per annum for deposits in Dollars for
such amount and for such period which is the rate, for such period, appearing
on the relevant page of the Reuters Screen LIBOR01 at or about 11 a.m. London
time on the Quotation Date (or, if the Mortgagee shall have made a
determination pursuant to Clause 3.6 such later time (not being later than 1
p.m. (London time) on the first day of such period) as the Mortgagee may
determine) (and, for the purposes of this Agreement, “Reuters Screen LIBOR01”
means the display designated as “LIBOR01” on the Reuters Service or such other
page as may replace LIBOR01 on that service for the purpose of displaying rates
comparable to that rate or on such other service as may be nominated by the
British Bankers’ Association as the information vendor for the purpose of
displaying the British Bankers’ Association Interest Settlement Rates for
Dollars); and
	 
	 	(b)	 	if on such date no such rate is so displayed, LIBOR for such
period shall be the rate determined by the Mortgagee in accordance with its
usual practices to obtain similar deposit(s) in Dollars on the basis of the
rates quoted by the Mortgagee as the Mortgagee’s offered rate for deposits in
Dollars in an amount approximately equal to the amount in relation to which
LIBOR is to be determined for a period equivalent to such period in the London
Interbank Market at or about 11:00 a.m. (London time) on the second Banking Day
before the first day of such period;






	 	 	“Loan” means the principal amount of Dollars twenty seven million seven hundred and fifty
thousand ($27,750,000) advanced or to be advanced by the Mortgagee to the Borrowers or, as
the context may require, the principal amount thereof outstanding at any relevant time under
the Loan Agreement;
	 
	 	 	“Loan Agreement” means the Loan Agreement mentioned in Recital (B) hereto as the same may
from time to time be amended or supplemented;
	 
	 	 	“Major casualty” means any casualty to the Ship in respect whereof the claim or the
aggregate of the claims against all insurers, before adjustment for any relevant franchise
or deductible, exceeds Dollars two hundred thousand ($200,000) or the equivalent thereof in
any other currency;
	 
	 	 	“Material of Environmental Concern” means and includes oil, oil products, pollutants,
contaminants, toxic substances, as defined in the United States Oil Pollution Act of 1990




4









 






	 	 	and all hazardous substances as defined in the United States Comprehensive Environmental
Response, Compensation and Liability Act 1988;
	 	 	“Mortgage” means the statutory mortgage mentioned in Recital (D) hereto;
	 
	 	 	“Mortgagee” includes its successors in title and assignees;
	 
	 	 	“Mortgaged Property” means:






	 	(a)	 	the Ship;
	 
	 	(b)	 	the Insurances and all benefits thereof (including claims of whatsoever nature
and return of premiums);
	 
	 	(c)	 	the Earnings;
	 
	 	(d)	 	Requisition Compensation;






	 	 	“Operator” means any person who is from time to time during the Security Period concerned in
the operation of the Ship and falls within the definition of “Company” set out in rule
1.1.2. of the ISM Code;






	 	 	“person” includes any body of persons corporate or unincorporate;
	 
	 	 	“Receiver” means any receiver and/or manager appointed pursuant to Clause 8.2;
	 
	 	 	“Requisition Compensation” means all moneys or other compensation payable during the
Security Period by reason of requisition for title or other compulsory acquisition of the
Ship otherwise than by requisition for hire;
	 
	 	 	“Secured indebtedness” means the aggregate of (a) the Loan and interest thereon (and
interest on any unpaid interest thereon and on any other sums of money on which interest is
stated in the Loan Agreement to be payable), (b) all such expenses, claims, liabilities,
losses, costs, duties, fees, charges or other moneys as are stated in this Deed to be
payable by the Owner to or recoverable from the Owner by the Mortgagee or any Receiver (or
in respect of which the Owner agrees in this Deed to indemnify the Mortgagee or any
Receiver) whether actually or contingently, presently or in the future together with
interest thereon as provided in the Loan Agreement and this Deed and (c) all other sums of
money from time to time owing to the Mortgagee under the Security Documents or any of them
whether actually or contingently, presently or in the future;
	 
	 	 	“Security Documents” means the Loan Agreement, this Deed, the Mortgage, the General
Assignment and any other such document as may have been or may hereafter be executed by any
person as security for or as guarantee of the Secured Indebtedness or any part thereof as
the same may hereafter be supplemented and/or amended and any such other document as is
defined in the Loan Agreement as a Security Document;
	 
	 	 	“Encumbrance” means any mortgage, charge (whether fixed or floating), pledge, lien,
hypothecation, assignment, security interest, title retention, arrest, seizure, garnishee
order (whether nisi or absolute) or any other order or judgement having similar effect or
other encumbrance of any kind securing or any right conferring a priority of payment in
respect of any obligation of any person;




5









 






	 	 	“Security Period” means the period commencing on the date hereof and terminating upon
discharge of the security created by the Security Documents by payment of all moneys payable
thereunder;
	 
	 	 	“Security Parties” means the Owner and any other party (other than the Mortgagee) to any of
the Security Documents or any such person as is defined in the Loan Agreement as a Security
Party and in singular means any of them;
	 
	 	 	“Ship” means the motor vessel “FREE IMPALA” described above in Recital (A) hereto;
	 
	 	 	“Total Loss” means:






	 	(a)	 	actual or constructive or compromised or arranged total loss of the Ship; or
	 
	 	(b)	 	requisition for title or other compulsory acquisition of the Ship otherwise
than by requisition for hire;
	 
	 	(c)	 	capture, seizure, arrest, detention or confiscation of the Ship by any
government or by persons acting or purporting to act on behalf of any government unless
the Ship be released from such seizure capture arrest or detention within one month
after the occurrence thereof.






	1.2	 	In Clause 5.1 hereof:






	 	(a)	 	“excess risks” means the proportion of claims for general average, salvage and
salvage charges not recoverable under the hull and machinery policies in respect of the
Ship in consequence of her insured value being less than the value at which the Ship is
assessed for the purpose of such claims;
	 
	 	(b)	 	“protection and indemnity risks” means the usual risks (including oil pollution
and freight, demurrage and defence cover) covered by a protection and indemnity
association which is a member of the International Group of P+I Clubs (including,
without limitation, the proportion (if any) of any sums payable to any other person or
persons in case of collision which are not recoverable under the hull and machinery
policies by reason of the incorporation therein of Clause 1 of the Institute Time
Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or
(with respect to insurances commencing on or after (1/11/95)) the Institute Time
Clauses (1/11/95) which may be insured by entry with such association or any equivalent
provision); and
	 
	 	(c)	 	“war risks” includes the risk of war protection and indemnity, mines,
terrorism, blocking and trapping, missing vessel, confiscation and all risks excluded
by Clause 24 of the Institute Time Clauses (Hulls) (1/11/95).






	1.3	 	This Deed shall be read together with the Loan Agreement and the other Security Documents,
but in case of any conflict between the Loan Agreement and this Deed the provisions of the
Loan Agreement shall prevail.




6









 












	1.4	 	Notwithstanding that this Deed is supplemental to the Loan Agreement and the Mortgage it
shall continue in full force and effect after any discharge of the Mortgage until full
repayment of the Secured Indebtedness.






	1.5	 	In this Deed:






	 	(a)	 	Clause headings are inserted for convenience only and shall not affect the
construction of this Deed and, unless otherwise specified, all references to Clauses
are to clauses of this Deed;
	 
	 	(b)	 	unless the context otherwise requires, words denoting the singular number shall
include the plural and vice versa;
	 
	 	(c)	 	references to:






	 	(i)	 	persons include bodies corporate and unincorporate;
	 
	 	(ii)	 	assets include property, rights and assets of every
description;
	 
	 	(iii)	 	any document are to be construed as references to such
document as amended or supplemented from time to time;
	 
	 	(iv)	 	any enactment include re-enactments, amendments and extensions
thereof; and
	 
	 	(v)	 	“interest” means interest covenanted to be paid in accordance
with Clauses 2, 6.15, 6.17, 7.1 and 8.1(g) and (h) hereof.






	 	(d)	 	the expression “all sums for the time being owing to the Mortgagee” means the
whole of the Secured Indebtedness.






	1.6	 	Any expressions which are not defined herein shall have the meanings respectively assigned to
them in Clause 1.2 of the Loan Agreement.






	2.	 	PAYMENT COVENANTS
	 
	2.1	 	In consideration of the agreement of the Mortgagee to make available the Loan to the
Borrowers and to maintain available the Loan to the Borrowers throughout the Security Period
in accordance with the provisions of and subject to the terms and conditions of the Loan
Agreement, the Owner hereby covenants with the Mortgagee to repay the Loan by (a) twenty
eight (28) consecutive quarterly repayment instalments (the “Repayment Instalments”), each
to be repaid on each of the Repayment Dates so that the first be repaid three (3) months
from the Drawdown Date and each of the subsequent ones consecutively falling due for payment
on each of the dates falling three (3) months after the immediately preceding Repayment Date
with the last of such Repayment Instalments falling due for payment on the Final Maturity
Date and (b) a balloon instalment of Dollars five million six hundred fifty thousand
($5,650,000) (the “Balloon Instalment”) falling due for payment together with the last
(28th) Repayment Instalment on the Final Maturity Date; subject to the provisions
of the Loan Agreement, each Repayment Instalment shall be in amounts as follows:






	 	(i)	 	1st to 4th (both inclusive) of such Repayment Instalments
shall be in the amount of Dollars five hundred thousand ($500,000) each; and




7









 







	 	(ii)	 	5th to 28th (both inclusive) of such Repayment
Instalments shall be in the amount of Dollars eight hundred and thirty seven thousand
five hundred ($837,500) each;






	 	 	Provided that (a) if the last Repayment Date would otherwise fall after the Final
Maturity Date, the last Repayment Date shall be the Final Maturity Date, (b) in the event
that the Commitment is not drawn down in full, the amount of each of the Repayment
Instalments and the Balloon Instalment shall be proportionally reduced, (c) there shall be
no Repayment Dates after the Final Maturity Date and (d) on the Final Maturity Date the
Borrowers shall also pay to the Mortgagee any and all other moneys then due and payable
under this Agreement and the other Security Documents.
	 
	 	 	The Owner shall be entitled to prepay the Loan in whole or in part, subject to and in
accordance with Clause 4.2 of the Loan Agreement and the Loan or any part thereof may become
repayable or prepayable in accordance with Clauses 3.6, 4.3, 9.9, 12.1 and 12.2 of the Loan
Agreement.
	 
	2.2	 	The Owner will pay in accordance with Clause 3.1 of the Loan Agreement to the Mortgagee
interest on the Loan calculated on the actual number of days elapsed and on the basis of a 360
day year for each Interest Period relative thereto at the annual rate of interest which is
conclusively certified by the Mortgagee to be the aggregate of (i) on three percentage points
(3%) (the “Margin”) and (ii) LIBOR. Such interest shall be paid in arrears on the last day of
each Interest Period, provided that, in the case of an Interest Period during which one or
more Repayment Date(s) fall(s), interest accruing during such Interest Period shall be payable
on each such Repayment Date and on the last day of such Interest Period;
	 
	 	 	Provided however, that the rate of interest for the Loan or the method of
computation thereof may be varied in accordance with Clause 3.6 of the Loan Agreement; and
	 
	 	 	Provided always, that the actual method of calculating the Interest Rate payable in
respect of the Loan or any part thereof and the dates for the payment thereof shall be
governed by the relevant provisions of the Loan Agreement.
	 
	2.3	 	In the event of any delay by the Borrowers in the payment on the due date of any sum due
under the Loan Agreement or any of the Security Documents the Owner shall, without affecting
any other remedy of the Mortgagee, pay interest on all sums overdue from the due date therefor
to the date of actual payment (as well as after as before judgement) at the interest rate per
annum determined by the Mortgagee pursuant to Clause 3.4 of the Loan Agreement. The period
beginning on such due date and ending on such date of payment shall be divided into successive
periods of not more than six (6) months as selected by the Mortgagee each of which (other than
the first, which shall commence on such due date) shall commence on the last day of the
preceding such period. The rate of interest applicable to each such period shall be the
aggregate (as determined by the Mortgagee) of (i) two per cent (2%) per annum, (ii) the Margin
and (iii) LIBOR. Such interest shall be due and payable on the last day of each such period
as determined by the Mortgagee and each such day shall, for the purposes of the Loan Agreement
and this Deed, be treated as an Interest Payment Date. In case that a payment is made in
default for any amount, the Interest Periods will be determined by the Mortgagee at its
discretion including the amounts for which there is no default, even if the Mortgagee has not
(yet) exercised its rights pursuant to Clause 9.9 (b) of the Loan Agreement. If for the reasons
specified in Clause 3.6 of the Loan Agreement, the Mortgagee is unable to determine a rate
in accordance with the foregoing provisions of this Clause 2.3, interest on any sum 




8









 






	 	 	not paid
on its due date for payment shall be calculated at a rate determined by the Mortgagee to be
two per cent (2%) per annum above the aggregate of the Margin and costs of funds to the
Mortgagee as conclusively determined by the Mortgagee save for manifest error. Interest
payable by the Owner as aforesaid shall be compounded semi-annually and shall be payable on
demand.
	 
	 	 	Provided always that the actual method of calculating the Interest Rate in respect
of any sum or sums overdue and the dates for the payment thereof shall be governed by the
relevant provisions of the Loan Agreement.
	 
	2.4	 	The Owner will pay interest at a rate calculated in accordance with Clause 2.3 hereof (as if
the moneys payable hereunder were amounts payable under the Loan Agreement) on any moneys
which are by this Deed expressed to be payable on demand and which be not paid when demanded
from the date of demand until payment (before or after any relevant judgement) Provided
however, that this provision shall not affect the right of the Mortgagee to receive interest
calculated at the rate herein prescribed from such date prior to demand being made as is
provided for by Clauses 6.15 and 6.17, 7.1 and 8.1(g) and (h) hereof in relation to the
matters therein referred to.
	 
	2.5	 	The Owner will pay to and/or indemnify the Mortgagee for such additional amounts as may be
necessary in order that all payments under this Deed after deduction of for or on account of
every present or future tax assessment or governmental charge imposed by any competent
authority in any country to the revenue laws of which the Owner may for the time being be
subject shall be no less than such payments would have been had thereto been no such tax
assessment or charge.
	 
	2.6	 	The Owner will pay all such Expenses or other moneys as are stated in this Deed to be payable
by the Owner to or recoverable from the Owner by the Mortgagee (or in respect of which the
Owner agrees in this Deed to indemnify the Mortgagee) at the time and in the manner specified
in this Deed.
	 
	2.7	 	The Owner will pay interest on any such Expenses or other moneys referred to in Clause 2.6
from the date on which the relevant expense, liability, loss, costs, duty, fee, charge or
other money is paid or incurred by the Mortgagee (both before and after any relevant
judgement) at the rate described in Clause 2.3, such interest to be payable on demand.
	 
	3.	 	MORTGAGE 
	 
	 	 	In pursuance of the Loan Agreement, in consideration of the premises and by way of security
for payment of the Secured Indebtedness THE OWNER WITH FULL TITLE GUARANTEE HEREBY MORTGAGES
AND CHARGES to and in favour of the Mortgagee all its interest present and future in the
Mortgaged Property and without prejudice to the generality of the foregoing HEREBY ASSIGNS
AND AGREES to assign to the Mortgagee the Earnings the Insurances and all benefits thereof
and any Requisition Compensation, PROVIDED HOWEVER that as to the payment and/or receipt
and/or the application of any amount payable to and/or received by the Mortgagee
in respect of the Earnings and/or the Insurances or any Requisition Compensation as well as
any other matter relevant thereto the provisions of the General Assignment shall apply.
	 
	4.	 	PRESERVATION OF THE SECURITY — REMEDIES CUMULATIVE




9









 






	4.1	 	It is declared and agreed that:






	 	(a)	 	the security created by this Deed and the other Security Documents shall be
held by the Mortgagee as a continuing security for the payment of the Secured
Indebtedness and the performance of all the obligations (express or implied) of the
Owner in the Security Documents contained; and
	 
	 	(b)	 	the security so created shall not be satisfied by any intermediate payment or
satisfaction of any part of the amount hereby and thereby secured (or by any settlement
of accounts between the Owner or any other person who may be liable to the Mortgagee in
respect of the Secured Indebtedness or any part thereof and the Mortgagee); and
	 
	 	(c)	 	the security so created shall be in addition to and shall not in any way
prejudice or affect and may be enforced by the Mortgagee without prior recourse to the
security created by any other of the Security Documents or by any deposit of documents,
or any guarantee, lien, bill, note, mortgage or other security now or hereafter held by
the Mortgagee, or any right or remedy of the Mortgagee thereunder and shall not in any
way be prejudiced or affected thereby or by the invalidity or unenforceability thereof,
or by the Mortgagee releasing, modifying or refraining from perfecting or enforcing any
of the same, or granting time or indulgence or compounding with any person liable; and
	 
	 	(d)	 	all the rights, powers and remedies given to the Mortgagee hereunder shall be
in addition to and not a limitation of any and every other right, power or remedy
vested in the Mortgagee under the Loan Agreement, this Deed, the other Security
Documents or at law and that all the powers so vested in the Mortgagee may be exercised
from time to time and as often as the Mortgagee may deem expedient; and
	 
	 	(e)	 	no failure, delay or omission on the part of the Mortgagee to exercise any
right, power or remedy vested in it under the Security Documents or any of them shall
impair such right, power or remedy or be construed as a waiver of or as acquiescence in
any default by the Owner and no express waiver given by the Mortgagee in relation to
any default by the Owner or breach by the Owner of any of its obligations under this
Deed shall prejudice the rights of the Mortgagee under the Mortgage and/or this Deed
arising from any subsequent default or breach (whether or not such subsequent default
or breach is of a nature different from the previous default or breach) nor the
discontinuance, abandonment or adverse determination of any proceedings taken by the
Mortgagee to enforce any right, power or remedy preclude any other or further exercise
thereof or proceedings to enforce the same or the exercise of any other right, power or
remedy nor shall the giving by the Mortgagee of any consent to the doing of any act
which by the terms hereof requires the consent of the Mortgagee prejudice the
right of the Mortgagee to give or withhold as it think fit its consent to the doing
of any other similar act; and
	 
	 	(f)	 	the Mortgagee shall not be obliged to make any enquiry as to the nature or
sufficiency of any payment received by it hereunder or to make any claim or to take any
action to collect any moneys hereby assigned or to enforce any rights 




10









 






	 	 	 	and benefits
hereby assigned to the Mortgagee or to which the Mortgagee may at any time be entitled
hereunder; and
	 
	 	(g)	 	the Mortgagee shall not be bound to enforce any of the other Security Documents
before enforcing the security created by the Mortgage and this Deed (or either of
them); and
	 
	 	(h)	 	any waiver by the Mortgagee of any terms of this Deed or any consent given by
the Mortgagee under this Deed shall only be effective if given in writing and then only
for the purpose and upon the terms for which it is given.






	4.2	 	Any settlement or discharge under the Mortgage and this Deed (or either of them) between the
Mortgagee and the Owner shall be conditional upon no security or payment to the Mortgagee by
the Owner or any other person being avoided or set aside or ordered to be refunded or reduced
by any provision or enactment relating to bankruptcy, insolvency, administration or
liquidation for the time being in force and, if such condition is not satisfied, the Mortgagee
shall be entitled to recover from the Owner on demand the value of such security or the amount
of any such payment as if such settlement or discharge had not occurred.
	 
	4.3	 	The Owner waives any right it may have of first requiring the Mortgagee to proceed against or
claim payment from any other person or enforce any guarantee or security (whether by the Owner
or any other person) before enforcing the Mortgage and this Deed.
	 
	4.4	 	Any moneys received, recovered or realised by the Mortgagee under the Mortgage and/or this
Deed or any of the other Security Documents to which the Owner is or is to be a party will be
applied in or towards the discharge of the Secured Indebtedness.
	 
	4.5	 	Upon the Mortgagee being satisfied that the Secured Indebtedness has been unconditionally and
irrevocably paid and discharged in full and following a written request therefore from the
Owner, the Mortgagee will, subject to being indemnified to its satisfaction for the costs and
expenses incurred by the Mortgagee in connection therewith, release the security created by
the Mortgage.
	 
	5.	 	INSURANCES
	 
	5.1	 	The Owner further covenants with the Mortgagee and undertakes throughout the Security Period:






	 	(a)	 	to insure and keep the Ship insured at no expense of the Mortgagee against (i)
fire and usual marine risks (including excess risks) (ii) war risks (including excess
risks) and (iii) protection and indemnity risks (including full insurance cover for oil
pollution risks in the maximum amount available within the protection and indemnity
risks) in accordance with Schedule 1 of the Loan Agreement;
	 
	 	(b)	 	to reimburse to the Mortgagee on the Mortgagee’s first demand from time to time
all costs and expenses incurred by the Mortgagee (as conclusively certified by the
Mortgagee) in effecting and keeping effected a Mortgagee’s Interest Insurance which the
Mortgagee may at any time effect for an amount of 110% of the Loan 




11









 






	 	 	 	upon such terms and
with such insurers as the Mortgagee shall, in its absolute discretion, consider
appropriate.






	5.2	 	The Mortgagee shall be entitled to review the requirements of Clause 5.1 from time to time in
order to take account of changes in circumstances after the date of this Deed (such changes in
circumstances to include, without limitation, changes in the ship’s trading patterns, changes
in applicable law and changes in the price and availability of insurance coverage). The
Mortgagee may notify the Owner in writing from time to time of any modification to the
requirements of Clause 5.1 which the Mortgagee shall specify and any such notification shall
be binding on the Owner and shall take effect as an amendment to Clause 5.1.
	 
	6.	 	OWNER’S COVENANTS IN RESPECT OF THE SHIP
	 
	 	 	The Owner further covenants with the Mortgagee that throughout the Security Period the Owner
will:
	 
	6.1	 	Ship’s name and registration
	 
	 	 	not (without the previous consent of the Mortgagee) to change the Ship’s name and/or the
Owner’s name and to keep the Ship registered as a Bahamian flag Ship at the Port of Nassau
and not to do or suffer to be done anything whereby such registration may be forfeited or
imperilled and to procure that no attempts will be made to abandon, delete or remove the
Ship from the said registry and/or enter the Ship in a special registry pursuant to
charterparty arrangements or otherwise and/or change the Ship’s nationality without the
consent of the Mortgagee and promptly furnish to the Mortgagee from time to time such proofs
as the Mortgagee may request for its satisfaction with respect to the Owner’s compliance
with the provisions of this sub-clause;
	 
	6.2	 	Modification
	 
	 	 	not without the previous consent in writing of the Mortgagee to make any further
modification to the Ship which would involve material alterations of her structure type or
performance characteristics other than in order to comply with any international convention
or other provisions applicable to the Ship to enable her to trade on a world-wide basis;
	 
	6.3	 	Maintenance of Class — Compliance with Regulations — Repairs — Removal of Parts
	 
	 	 	to keep the Ship or procure that the Ship is kept, in a good and efficient state of repair
consistent with first-class ship-ownership and management practice and so as to be classed
100A1 with the Bureau Veritas or to a similar standard with another classification society
of like standing and member of IACS to be specifically approved by the Mortgagee and to
maintain such class free of recommendations affecting class save those notified and approved
in writing by the Mortgagee and so as to comply with the provisions of the Merchant Shipping
Acts and all other laws, regulations and requirements (statutory or otherwise) from time to
time applicable to vessels registered
under the Bahamian flag and applicable to vessels of the same type of the Ship trading to
any jurisdiction to which the Ship may, subject to the provisions of this Deed, trade from
time to time and to procure that all repairs to or replacements of any damaged, worn or lost
parts or equipment be effected in such manner (both as regards workmanship and 




12









 






	 	 	quality of
materials) as not to diminish the value of the Ship and not to remove any material part of,
or item of equipment installed on, the Ship unless the part or item so removed is forthwith
replaced by a suitable part or item which is in the same condition as or better condition
than the part or item removed, is free from any Encumbrance in favour of any person other
than the Mortgagee and becomes on installation on the Ship, the property of the Owner and
subject to the security constituted by the Mortgage and this Deed;
	 
	6.4	 	Surveys
	 
	 	 	to submit the Ship regularly to such periodical or other surveys as may be required for
classification purposes and if so required to supply to the Mortgagee copies of all survey
reports issued in respect thereof;
	 
	6.5	 	Inspection
	 
	 	 	to permit the Mortgagee by surveyors or other persons appointed by the Mortgagee on its
behalf to board the Ship at all reasonable times and without interference for her trading
for the purpose of inspecting her condition or for the purpose of satisfying itself in
regard to proposed or executed repairs and to afford all proper facilities for such
inspection;
	 
	6.6	 	Prevention of, and Release from, Arrest
	 
	 	 	to pay and discharge or procure the payment and discharge of all debts damages and
liabilities whatsoever which have given or may give rise to maritime or possessory liens on
or claims enforceable against the Ship, unless contested in good faith, and in event of
arrest of the Ship pursuant to legal process or in event of her detention in exercise or
purported exercise of any such lien as aforesaid to procure the release of the Ship from
such arrest or detention forthwith upon receiving notice thereof by providing bail or
otherwise as the circumstances may require;
	 
	6.7	 	Employment
	 
	 	 	not to employ the Ship or suffer her employment in any trade or business which is forbidden
by International Law or is otherwise illicit or in carrying illicit or prohibited goods or
in any manner whatsoever which may render her liable to condemnation in a Prize Court or to
destruction seizure or confiscation and in event of hostilities in any part of the world
(whether war be declared or not) not to employ the Ship or suffer her employment in carrying
any contraband goods or to enter or trade to or to continue to trade in any zone after it
has been declared a war zone by any Government or by the Ship’s war risks Insurers unless
the Mortgagee shall have first given its consent thereto in writing and there shall have
been effected by the Owner and at its expense such special insurance cover as the Mortgagee
may require;
	 
	6.8	 	Information
	 
	 	 	promptly to furnish to the Mortgagee all such information as it may from time to time
reasonably require regarding the Ship her employment position and engagement particulars of
all towages and salvages and copies of all charters and other contracts for her employment
or otherwise howsoever concerning her;




13









 






	6.9	 	Notification of Certain Events
	 
	 	 	to notify the Mortgagee forthwith by letter or in the case of urgency by telegram or telex
of:






	 	(a)	 	any accident to the Ship involving repairs the cost whereof will or is likely
to exceed two hundred thousand Dollars ($200,000) (or the equivalent in any other
currency), and
	 
	 	(b)	 	any occurrence in consequence whereof the Ship has become or is likely to
become a Total Loss, and
	 
	 	(c)	 	any requirement or recommendation made by any insurer or classification society
affecting class or by any competent authority which is not immediately complied with,
and
	 
	 	(d)	 	any arrest of the Ship or the exercise or purported exercise of any lien on the
Ship or her Earnings, which is not lifted within five (5) working days, and
	 
	 	(e)	 	any petition or notice of meeting to consider any resolution to wind-up the
Owner (or any event analogous thereto under the laws of the place of its
incorporation); and
	 
	 	(f)	 	any intended dry-docking of the Ship; and
	 
	 	(g)	 	the occurrence of any Event of Default, which is continuing;






	6.10	 	Payment of Outgoings and Evidence of Payments
	 
	 	 	promptly to pay or procure the payment of, all tolls due and other outgoings whatsoever in
respect of the Ship and to keep proper books of account in respect of the Ship and her
Earnings and as and when the Mortgagee may so require to make such books available for
inspection on behalf of the Mortgagee and furnish satisfactory evidence that the wages and
allotments and the insurance and pension contributions of the Master and crew are being
regularly paid and that all deductions from crew’s wages in respect of any tax liability are
being properly accounted for and that the Master has no claim for disbursements other than
those incurred by him in the ordinary course of trading;
	 
	6.11	 	Encumbrances
	 
	 	 	not to create or to suffer the creation of any Encumbrance on or in respect of the Ship nor
other part of the Mortgaged Property in favour of any person other than the Mortgagee;
	 
	6.12	 	Sale or other Disposal
	 
	 	 	not without the previous consent in writing of the Mortgagee, which shall not be
unreasonably withheld (and then only subject to such terms as the Mortgagee may
impose) to sell, agree to sell or otherwise dispose of the Ship or any share or interest
therein;




14









 






	6.13	 	Chartering — Laid-up
	 
	 	 	not without the previous consent of the Mortgagee in writing (which shall not be
unreasonably withheld except in the case under (a) below which the Mortgagee shall have full
liberty to withhold):






	 	(a)	 	to let the Ship on demise charter for any period; or
	 
	 	(b)	 	to let the Ship by any time or consecutive voyage charter for a term which
exceeds or which by virtue of any optional extension therein contained is likely to
exceed twelve (12) months’ duration; or
	 
	 	(c)	 	to let the Ship on terms whereby more than two months’ hire is payable in
advance; or
	 
	 	(d)	 	to let the Ship otherwise than on an arms length basis; or
	 
	 	(e)	 	to de-activate or lay up the Ship;






	6.14	 	Repairer’s Liens
	 
	 	 	not without the previous consent in writing of the Mortgagee to put the Ship into the
possession of any person for the purpose of work being done upon her in an amount exceeding
or likely to exceed two hundred thousand Dollars ($200,000) (or the equivalent in any other
currency) unless (i) such person shall first have given to the Mortgagee and in terms
satisfactory to it a written undertaking not to exercise any lien on the Ship or her
Earnings for the cost of such work or otherwise or (ii) the previous written consent of the
Mortgagee shall have been obtained (which consent shall not be unreasonably withheld);
	 
	6.15	 	Maintenance and Protection of the Security
	 
	 	 	to pay to the Mortgagee on demand all moneys whatsoever which the Mortgagee shall or may
expend be put to or become liable for in or about the protection maintenance or enforcement
of the security created by the Mortgage and this Deed or in or about the exercise by the
Mortgagee of any of the powers vested in it under the Security Documents and to pay interest
thereon at the rate provided for in Clause 2.3;
	 
	6.16	 	Sharing of Earnings
	 
	 	 	not without the previous consent in writing of the Mortgagee to enter into any agreement or
arrangement whereby the Earnings may be shared with any other person;
	 
	6.17	 	Investigation, legal expenses, etc.
	 
	 	 	to pay on demand to the Mortgagee (or as it may direct) the amount of all investigation and
legal expenses of any kind whatsoever stamp duties (if any) registration fees and any other
charges incurred by the Mortgagee in connection with the preparation, completion and
registration of the Security Documents or otherwise in connection with the Secured
Indebtedness and the security therefor and if any such amount be not paid forthwith upon
demand being made to pay interest thereon at the rate prescribed in Clause 2.3 from the date
of demand until the date of payment whether before or after any relevant judgement;




15









 






	6.18	 	Manager
	 
	 	 	not without the previous consent in writing of the Mortgagee (such consent not to be
unreasonably withheld and then only on and subject to terms and conditions acceptable to the
Mortgagee) to appoint a manager of the Ship other than the Manager;
	 
	6.19	 	Conveyance
	 
	 	 	where the Ship is (or is to be) sold in exercise of any power contained in the Mortgage and
this Deed, to execute, forthwith upon request by the Mortgagee, such form of conveyance of
the Ship as the Mortgagee may require;
	 
	6.20	 	Compliance with Environmental Laws — Notification






	 	(a)	 	comply with, and procure that all Environmental Affiliates of the Owner comply
with, all Environmental Laws including without limitation, requirements relating to
manning and establishment of financial responsibility and to obtain and comply with,
and procure that all Environmental Affiliates of the Owner obtain and comply with, all
Environmental Approvals applicable to and relating to the Ship, her operation or
management and the business of the Owner from time to time;
	 
	 	(b)	 	notify the Mortgagee forthwith upon:






	 	(i)	 	any Environmental Claim being or made against the Owner, the
Manager or otherwise in connection with the Ship;
	 
	 	(ii)	 	any Environmental Incident occurring,






	 	 	 	and keep the Mortgagee promptly advised, in writing on such regular basis and in such detail
as the Mortgagee shall require, of the Owner’s response to such Environmental Claim or
Environmental Incident and on such regular basis and in such detail as the Mortgagee shall
require;






	6.21	 	Compliance with obligations
	 
	 	 	without prejudice to the provisions of Section 34 of the Merchant Shipping Act 1894, to
perform all the obligations assumed by the Owner in relation to the Ship without any
liability to the Mortgagee in the event of failure by the Owner to perform its obligations
in respect thereof;
	 
	6.22	 	Compliance with ISM Code
	 
	 	 	procure that the Manager and any Operator will:






	 	(a)	 	comply with and ensure that any Operator and the Manager and the Ship comply
with the requirements of the ISM Code, including (but not limited to) the
maintenance and renewal of valid certificates pursuant thereto throughout the
Security Period;
	 
	 	(b)	 	immediately inform the Mortgagee if there is any threatened or actual
withdrawal of the Owner’s the Manager’s or an Operator’s or DOC or the SMC in respect
of the Ship; and




16









 






	 	(c)	 	promptly inform the Mortgagee upon the issue to the Owner, the Manager or any
Operator of a DOC and to the Ship of an SMC or the receipt by the Owner, the Manager or
any Operator of notification that its application for the same has been realised;






	6.23	 	Compliance with ISPS Code






	 	 	 	the Owner will procure that the Owner or any Operator will:






	 	(i)	 	maintain at all times a valid and current ISSC in respect of
the Ship;
	 
	 	(ii)	 	immediately notify the Mortgagee in writing of any actual or
threatened withdrawal, suspension, cancellation or modification of the ISSC in
respect of the Ship; and
	 
	 	(iii)	 	procure that the Ship will comply at all times with the ISPS
Code; and






	6.24	 	Notice of Mortgage
	 
	 	 	to keep the Mortgage registered against the Ship as a valid first priority mortgage, to
carry on board the Ship a certified copy of the Mortgage and this Deed and (if this is
required by the laws of the Flag State) to place and maintain in a conspicuous place in the
navigation room and the Master’s cabin of the Ship a framed printed notice stating that the
Ship is mortgaged by the Owner to the Mortgagee.






	7.	 	PROTECTION OF THE SECURITY
	 
	7.1	 	The Mortgagee shall, without prejudice to its other rights and powers hereunder, be entitled
(but not bound) at any time and so often as may be necessary to take any such action as it may
in its discretion think fit for the purpose of protecting the security created by this Deed
and the other Security Documents and each and every expense or liability so incurred by the
Mortgagee in or about the protection of the security hereby and by the Mortgage constituted
shall be repayable to it by the Owner on demand together with interest thereon at the rate
provided for in Clause 2.3 from the date whereon such expense or liability was incurred by the
Mortgagee until the date of payment, whether before or after any relevant judgement.
	 
	7.2	 	Without prejudice to the generality of the foregoing:






	 	(a)	 	in the event that the Owner does not comply with the provisions of Clause 5.1
hereof or any of them the Mortgagee shall be at liberty to effect and thereafter to
maintain all such insurances upon the Ship as in its discretion it may think fit;
	 
	 	(b)	 	in event that the Owner does not comply with the provisions of Clause 6.3
and/or 6.4 hereof or any of them the Mortgagee shall be at liberty to arrange for the
carrying out of such repairs and/or surveys as it may deem expedient or necessary;
and
	 
	 	(c)	 	in event that the Owner does not comply with the provisions of Clause 6.6
hereof or any of them the Mortgagee shall be at liberty to pay and discharge all such
debts damages and liabilities as are therein mentioned and/or to take any such 




17









 






	 	 	 	measures
as it may deem expedient or necessary for the purpose of securing the release of the
Ship.






	8.	 	EVENTS OF DEFAULT
	 
	 	 	There shall be an Event of Default whenever an event occurs described in Clauses 8.1 to 8.8:
	 
	8.1	 	Non Performance of Obligations






	 	(a)	 	the Owner or any other Security Party fails to pay any sum due from the Owner
or, as the case may be such Security Party, under the Loan Agreement and/or any of the
other Security Documents at the time, in the currency and in the manner stipulated
herein and/or any of the other Security Documents, or, in the case of any sum payable
on demand, within three (3) Banking Days of such demand; or
	 
	 	(b)	 	failure by the Owner to observe and perform any one or more of the covenants,
terms or obligations contained in the Loan Agreement, the Mortgage, this Deed and/or
any other Security Document relating to the Insurances; or
	 
	 	(c)	 	any breach by the Owner of or omission of the Owner to observe any of the
covenants, terms, obligations or undertakings under the Loan Agreement, the Mortgage,
this Deed and/or any of the other Security Documents (other than failure to pay any sum
when due or to comply with any obligation concerning the Insurances) and, in respect of
any such breach or omission which in the reasonable opinion of the Mortgagee is capable
of remedy, such action as the Mortgagee may require shall not have been taken within
ten (10) days of the Mortgagee notifying the Owner of such required action to remedy
the breach or omission); or
	 
	 	(d)	 	the Owner or any other Security Party fails to observe and perform any one or
more of the covenants, terms or obligations contained in the Loan Agreement and/or any
other Security Document relating to the Insurances; or






	8.2	 	Events affecting the Owner






	 	(a)	 	the Owner is adjudicated or found bankrupt or insolvent or any order is made by
any competent court or resolution passed by the Owner or petition presented for the
winding-up or dissolution of the Owner or for the appointment of a liquidator, trustee,
administrator or conservator of the whole or any part of the undertakings, assets,
rights or revenues of the Owner; or
	 
	 	(b)	 	the Owner becomes or is deemed to be insolvent or suspends payment of its debts
or is (or is deemed to be) unable to or admits inability to pay its debts as they fall
due (or within the meaning of section 123 of The Insolvency Act 1986) or
proposes or enters into any composition or other arrangement for the benefit of its
creditors generally or proceedings are commenced in relation to the Owner under any
law, regulation or procedure relating to reconstruction or readjustment of debts; or




18









 






	 	(c)	 	an encumbrancer takes possession or a receiver or similar officer is appointed
of the whole or any part of the undertakings, assets, rights or revenues of the Owner
or a distress execution, sequestration or other process is levied or enforced upon or
sued out against any of the undertakings, assets, rights or revenues of the Owner and
is not discharged within fourteen (14) days; or
	 
	 	(d)	 	all or a material part of the undertakings, assets, rights or revenues of the
Owner are seized, nationalised, expropriated or compulsorily acquired by or under the
authority of any government; or
	 
	 	(e)	 	any event occurs or proceeding is taken with respect to the Owner in any
jurisdiction to which it is subject which has an effect equivalent or similar to any of
the events mentioned in Clauses 8.2(a) to 8.2(d); or
	 
	 	(f)	 	the Owner suspends or ceases or threatens to suspend or cease to carry on its
business; or
	 
	 	(g)	 	there occurs, in the reasonable opinion of the Mortgagee, a materially adverse
change in the financial condition of the Owner; or
	 
	 	(h)	 	any other event occurs or circumstances arise which, in the reasonable opinion
of the Mortgagee, is likely materially and adversely to affect either (i) the ability
of the Owner to perform all or any of its obligations under or otherwise to comply with
the terms of the Loan Agreement, the Mortgage, this Deed and/or any of the other
Security Documents, or (ii) the security created by the Loan Agreement, the Mortgage,
this Deed and/or any of the other Security Documents; or
	 
	 	(i)	 	(without the prior written consent of the Mortgagee) there is any change in the
beneficial ownership of the shares in the Owner and the Manager which is not otherwise
permitted under the terms of the Loan Agreement; or
	 
	 	(j)	 	a meeting is convened by the Owner for the purpose of passing any resolution to
purchase, reduce or redeem any of its share capital, without the Mortgagee’s prior
written consent which shall not be unreasonably withheld; or






	8.3	 	Representations Incorrect
	 
	 	 	any representation or warranty made or deemed to be made or repeated by or in respect of the
Owner in or pursuant to the Loan Agreement, this Deed or any of the other Security Documents
or in any notice, certificate or statement referred to in or delivered under the Loan
Agreement, this Deed or any of the other Security Documents is or proves to have been
intentionally and/or fraudulently incorrect in any material respect; or




	8.4	 	Cross default of the Owner in respect of other Indebtedness
	 
	 	 	any Indebtedness of the Owner is not paid when due or becomes due and payable (unless
contested in good faith with the appropriate judicial proceedings);
	 
	8.5	 	Events affecting the Security Documents





19









 






	(a)	 	the Loan Agreement, the Mortgage, this Deed or any of the other Security Documents
shall at any time and for any reason become invalid or unenforceable or otherwise cease to
remain in full force and effect, or if the validity or enforceability of any of the
Security Documents shall at any time and for any reason be contested by any party thereto
(other than the Mortgagee), or if any such party shall deny that it has any, or any
further, liability thereunder or it becomes impossible or unlawful for the Owner to fulfil
any of its covenants and obligations contained in the Loan Agreement, the Mortgage, this
Deed or any of the Security Documents or for the Mortgagee to exercise the rights vested in
it thereunder or otherwise; or
	 
	(b)	 	any consent, authorisation, licence or approval of, or registration with or declaration
to, governmental or public bodies or authorities or courts required by the Owner to
authorise or otherwise in connection with, the execution, delivery, validity,
enforceability or admissibility in evidence of the Loan Agreement, the Mortgage, this Deed
and/or any of the other Security Documents or the performance by the Owner of its
obligations under the Loan Agreement, the Mortgage, this Deed and/or any of the other
Security Documents is modified in a manner unacceptable to the Mortgagee or is not granted
or is revoked or terminated or expires and is not renewed or otherwise ceases to be in full
force and effect. The occurrence of any of the circumstances described in this Sub-clause
(b) hereinabove would not give rise to an Event of Default if the Owner remedies the
relevant circumstances within ten (10) days after the occurrence of such modification, not
granting, revocation, termination or expiry or not renewal (as the case may be) of any such
consent, authorisation, licence or approval of, or registration with or declaration to,
governmental or public bodies or authorities or courts; or
	 
	(c)	 	any Encumbrance in respect of any of the property (or part thereof) which is the
subject of the Security Documents (or any of them) is enforced; or
	 
	(d)	 	the registration of the Mortgage is contested or becomes void or voidable or liable to
cancellation or termination, or if the validity or priority of the Mortgage is contested;
or
	 
	8.6	 	Events concerning the Security Parties
	 
	 	 	any of the events referred to in Clauses 8.2 to 8.5 occurs (amended as appropriate) in
relation to any Security Party; or
	 
	8.7	 	Environmental Events
	 
	(a)	 	the Owner and/or the Manager and/or any of their respective Environmental Affiliates
fails to comply with any Environmental Law or any Environmental Approval or the Ship is
involved in any incident which gives rise or which may give rise to any Environmental
Claim, if in any such case, such non compliance or incident or the consequences thereof
could (in the opinion of the Mortgagee) reasonably be expected to have a material
adverse effect on the business assets, operations, property or financial condition of the
Owner or the Manager or on the security created by any of the Security Documents; or
	 
	(b)	 	the Owner or any other person fails or omits to comply with any requirements of the
protection and indemnity association or other insurer with which the Ship is entered for
insurance or insured against protection and indemnity risks (including oil pollution risks)
to the effect that any cover (including without limitation, liability for Environmental
Claims arising in jurisdictions where the Ship operates or trades) is or may be liable to
cancellation, qualification or exclusion at any time and the relevant cover is not
reinstated or reconstituted in a manner meeting the requirements of the Loan Agreement and
this Deed within seven (7) days of such cancellation, qualification or exclusion; or




20









 





	 	 	cancellation, qualification or exclusion at any time and the relevant cover is not
reinstated or reconstituted in a manner meeting the requirements of the Loan Agreement and
this Deed within seven (7) days of such cancellation, qualification or exclusion; or
	 
	8.8	 	Events affecting the Ship
	 
	(a)	 	the Ship becomes a Total Loss or suffers damage or is involved in an incident which in
the reasonable opinion of the Mortgagee may result in the Ship being subsequently
determined to be a Total Loss and the insurance indemnity is not paid by the insurers to
the Lenders under the relevant General Assignment within a period of one hundred eighty
(180) days from the earlier of: (1) the date such Total Loss occurred and (2) the date on
which in the reasonable opinion of the Mortgagee the incident may result in the Ship being
subsequently determined to be a Total Toss has occurred; or
	 
	(b)	 	the Ship ceases to be managed by the Manager (for any reason other than the reason of a
Total Loss or sale of the Ship) with the approval of the Mortgagee (such approval not to be
unreasonably withheld) and the Owner fail to appoint an Manager within seven (7) days after
the termination of the Management Agreement with the previous Manager; or
	 
	(c)	 	the Ship is arrested, confiscated, seized, taken in execution, impounded, forfeited,
detained in exercise or purported exercise of any possessory lien or other claim or
otherwise taken from the possession of the Owner thereof and such Owner shall fail to
procure the release of the Ship within a period of fourteen (14) days thereafter; or
	 
	(d)	 	the registration of the Ship under the laws of the state under the flag of which she is
registered of the is cancelled or terminated without the prior written consent of the
Mortgagee or, if the Ship is only provisionally registered on the relevant Drawdown Date
and is not permanently registered under the laws and flag of the of the state under the
flag of which she is registered at least thirty (30) days prior to the final deadline for
completing such permanent registration as such may be validly extended; or
	 
	(e)	 	(without prejudice to the generality of Sub-Clause 8.1(b) and (c)) for any reason
whatsoever the provisions of Clause 6.22 are not complied with and/or, the Ship ceases to
comply with the ISM Code; or
	 
	(f)	 	(without prejudice to the generality of sub-Clause 8.1(b) and (c)) for any reason
whatsoever the provisions of Clause 6.23 are not complied with and/or, the Ship ceases to
comply with the ISPS Code; or
	 
	(g)	 	any other Event of Default specified in Clause 10.1 of the Loan Agreement or in any
other Security Document, occurs; or
	 
	9.	 	ENFORCEABILITY AND POWERS OF THE MORTGAGEE 
	 
	9.1	 	Upon the happening of any of the Events of Default set out in Clause 8.1 to 8.8 (both incl.)
which is continuing, but without the necessity for any Court’s order or any declaration to be
made in any jurisdiction to the effect that an Event of Default has occurred (and whether
prior to or after the Mortgagee having made demand on the Owner as referred to in Clause 10.2
of the Loan Agreement) the Secured Indebtedness together with interest accrued and other
moneys owing in respect thereof shall immediately become due and payable to the Mortgagee, and
the security created by this Deed and the 




21









 






	 	 	Mortgage shall become immediately enforceable and
the Mortgagee shall (whether or not any such demand shall have been made) become forthwith
entitled as and when it may see fit to put into force and to exercise all the powers possessed
by it as mortgagee and chargee of the Mortgaged Property and in particular (but without
limitation):






	 	(a)	 	to take possession of the Ship (whether actually or constructively) and/or
otherwise to take control of the Ship, wherever the Ship may be, without legal process
and (other than to the extend provided as a matter of law) without any liability of the
Mortgagee or any Receiver for any losses or damages incurred thereby and the Owner
shall forthwith upon being required to do so surrender possession and control of the
Ship to the Mortgagee or any Receiver at its own cost and expense whereupon (inter
alia) the Master, officers and crew shall comply with the instructions given from time
to time by or on behalf of the Mortgagee or any such Receiver;
	 
	 	(b)	 	to require that all policies, contracts and other records relating to the
Insurances (including details of and correspondence concerning outstanding claims) be
forthwith delivered to such brokers as the Mortgagee may nominate;
	 
	 	(c)	 	to collect, recover, compromise and give a good discharge for all claims then
outstanding or thereafter arising under the Insurances or any of them or in respect of
the Earnings or any Requisition Compensation and to permit the brokers through whom
collection or recovery is effected to charge the usual brokerage therefor;
	 
	 	(d)	 	to take over or institute (if necessary using the name of the Owner) all such
proceedings in connection with the Ship, the Insurances, the Earnings or any
Requisition Compensation as the Mortgagee in its absolute discretion think fit and to
discharge, compound, release or compromise claims against the Owner in respect of the
Ship which have given or may give rise to any charge or lien on the Ship or which are
or may be enforceable by proceedings against the Ship;
	 
	 	(e)	 	To sell the Ship or any share or interest therein with or without prior notice
to the Owner and with or without the benefit of a charter by public auction or private
contract at such place and upon such terms as the Mortgagee or any Receiver in its
absolute discretion may determine with power to postpone any such sale and without
being answerable for any loss occasioned by such sale or resulting from postponement
thereof and/or themselves to purchase the Ship at any such public auction and to set
off the purchase price against all or any part of the Secured Indebtedness;
	 
	 	(f)	 	to manage, insure, maintain and repair the Ship and to employ or sail or lay up
the Ship in such manner and for such period as the Mortgagee or any Receiver in
their/its absolute discretion deem expedient and for the purposes aforesaid the
Mortgagee or such Receiver shall be entitled to do all acts and things incidental or
conductive thereto and in particular to enter into such arrangements respecting the
Ship her insurance, management, maintenance, repair, classification and employment in
all respects as if the Mortgagee or such Receiver were the owner of the Ship and
without being responsible for any loss thereby incurred;




22









 







	 	(g)	 	to recover from the Owner on demand any such losses as may be incurred by the
Mortgagee or any Receiver in or about the exercise of the power vested under sub-clause
(f) above with interest thereon at the rate provided for in Clause 2.3 from the date
when such losses were incurred by the Mortgagee or any Receiver until the date of
payment whether before or after any relevant judgement; and
	 
	 	(h)	 	to recover from the Owner on demand all expenses payments and disbursements
incurred by the Mortgagee or any Receiver in or about or incidental to the exercise by
it of any of the powers aforesaid together with default interest thereon at the rate
prescribed in Clause 2.3 from the date when such expenses, payments or disbursements
were incurred by the Mortgagee or any Receiver until the date of payment whether before
or after any relevant judgement.




	9.2	(a)  	At any time after the Secured Indebtedness shall have become due and payable in
accordance with a notice given by the Mortgagee to the Owner pursuant to Clause 10.2 of the
Loan Agreement, the Mortgagee shall (in addition to the other powers described in this Clause
9) be entitled (but not bound) by an instrument in writing under its Common seal or under the
hand of any director or officer of the Mortgagee to appoint any person or persons to be a
Receiver of the Mortgaged Property or any part thereof (with power to authorise any joint
receiver and/or manager to exercise any power independently of any other joint receiver and/or
manager) and may from time to time fix his remuneration, and may remove any Receiver so
appointed and appoint another in his place. Any Receiver so appointed shall be the Mortgagee
of the Owner and the Owner shall be solely responsible for his acts or defaults and for his
remuneration, and such Receiver so appointed shall have all powers conferred by the Law of
Property Act 1925 without the restrictions contained in Sections 93 and 103 of that Act and,
in addition, power on behalf of and at the cost of the Owner (notwithstanding any liquidation
of the Owner) to do or omit to do anything which the Owner could do or omit to do in relation
to the Mortgaged Property or any part thereof and in particular (but without prejudice to the
generality of the foregoing) any such Receiver may exercise all the powers and discretions
conferred on the Mortgagee by the Mortgage and this Deed.




	 	(b) 	Any Receiver shall be entitled to remuneration appropriate to the work and
responsibilities involved, upon the basis of charging from time to time adopted by the
Receiver in accordance with the current practice of his firm, without being limited to
the maximum rate specified in Section 109(6) of the Law of Property Act 1925.






	9.3	 	The Mortgagee or any Receiver shall be entitled to do all acts and things incidental or
conducive to the exercise of any of the rights, powers or remedies possessed by it as
mortgagee of the Ship (whether at law, under the Mortgage and/or this Deed or otherwise) and
in particular (but without prejudice to the generality of the foregoing), upon becoming
entitled to exercise any of its powers under Clause 9.1 and 9.2, the Mortgagee or any such
Receiver shall be entitled to discharge any cargo on board the Ship (whether the same shall
belong to the Owner or any other person) and to enter into such other arrangements in
respect of the Ship, her insurances, management, maintenance, repair, classification and
employment in all respects as if the Mortgagee or any such Receiver was the owner of the
Ship, but without being responsible for any loss 




23









 






	 	 	incurred as a result of the Mortgagee or
any such Receiver doing or omitting to do any such acts or things as aforesaid.
	 
	9.4	 	Neither the Mortgagee nor any Receiver nor its respective agents, managers, officers,
employees, delegates and advisers shall be liable for any expense, claim, liability, loss,
cost, damage or expense incurred or arising in connection with the exercise or purported
exercise of any rights, powers and discretions under the Mortgage and this Deed (or either of
them) in the absence of wilful misconduct or gross negligence.
	 
	9.5	 	Neither the Mortgagee nor any Receiver shall, by reason of the taking possession of the Ship,
be liable to account as mortgagee-in-possession in respect of all or any of the Mortgaged
Property or for anything except actual receipts or be liable for any loss upon realisation or
for any default or omission of any nature whatsoever in connection therewith for which a
mortgagee-in-possession might be liable as such.
	 
	9.6	 	Upon any sale of the Ship or any share or interest therein by the Mortgagee or by any
Receiver pursuant to Clause 9.1(e), the purchaser shall not be bound to see or enquire whether
the Mortgagee’s power of sale has arisen in the manner herein provided and the sale shall be
deemed to be within the power of the Mortgagee or any such Receiver and shall operate to
divest title and ownership on the Ship to the purchaser not-withstanding the observance or not
by the Mortgagee or any such Receiver of the terms and conditions therefor which are set forth
herein and the receipt of the Mortgagee or any such Receiver for the purchase moneys shall
effectively discharge the purchaser who shall not be concerned with the manner of application
of the proceeds of sale or be in any way answerable therefor and the sale shall operate to
transfer full and complete title and benefit to the purchaser and to divest the Owner of all
rights, title and interest of any nature whatsoever in the Ship and to bar any such interest
of the Owner and all persons claiming through, by or under the Owner.
	 
	9.7	 	The Owner hereby waives the entitlement conferred by Section 93 of the Law of Property Act
1925 and agrees that Section 103 of that Act shall not apply to the security created by the
Mortgage and this Deed. For the avoidance of doubt, the powers of the Mortgagee and any
Receiver by virtue of the Mortgage and this Deed shall not be limited to those specified in
Section 101 of the Law of Property Act 1925. For the purposes of all powers conferred by
statute the Secured Indebtedness shall be deemed to have become due and payable on the date
hereof.
	 
	10.	 	APPLICATION OF MONIES
	 
	10.1	 	All moneys received by the Mortgagee or any Receiver in respect of:






	 	(a)	 	a sale of the Ship or any share or interest therein; or
	 
	 	(b)	 	any recovery under the Insurances (other than any such sum or sums as may have
been received by the Mortgagee in accordance with proviso (b) to Clause 2.1 of the
General Assignment in respect of a Major Casualty (as therein defined) and which has or
have been paid over to the Owner as therein provided) ; or
	 
	 	(c)	 	any Requisition Compensation; or
	 
	 	(d)	 	net profits arising out of the employment of the Ship pursuant to Clause
9.1(f); or




24









 






	 	(e)	 	otherwise received by the Mortgagee or any Receiver pursuant to the Mortgage or
this Deed,






	 	 	shall be held by it upon trust in the first place to pay or make good all such expenses,
liabilities, losses, costs, duties, fees, charge and other moneys whatsoever (together with
interest thereon under Clause 2.3) as may have been incurred by the Mortgagee in or about or
incidental to the exercise by the Mortgagee of the powers specified or otherwise referred to
in Clause 7 and Clause 9 or any of them and the balance shall be applied in discharge of the
Secured Indebtedness in the manner provided for in Clause 11.3 of the Loan Agreement.
	 
	 	 	In the event that such moneys are insufficient to pay the Secured Indebtedness in full shall
be entitled to recover the balance from the Owner or any other person liable therefor.
	 
	11.	 	DELEGATION
	 
	 	 	The Mortgagee at any time and from time to time, may delegate by power of attorney or in any
other manner to any person or persons all or any of the powers, authorities and discretions
which are for the time being exercisable by the Mortgagee or any Receiver under the Mortgage
and this Deed (or either of them) in relation to the Ship. Any such delegation may be made
upon such terms and subject to such regulations as the Mortgagee may think fit. The
Mortgagee shall not be in any way liable or responsible to the Owner for any loss or damage
arising from any act, default, omission or misconduct on the part of any such delegate.
	 
	12.	 	INDEMNITIES
	 
	12.1	 	The Owner will indemnify and save harmless the Mortgagee and each Receiver and each agent or
attorney appointed under or pursuant to this Deed from and against any and all expenses,
claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made
by the Mortgagee or any Receiver or such agent or attorney:






	 	(a)	 	in the exercise or purported exercise of any rights, powers or discretions
vested in it pursuant to the Mortgage and this Deed (or either of them); or
	 
	 	(b)	 	in the preservation or enforcement of the Mortgagee’ or any Receiver’s rights
under the Mortgage and this Deed (or either of them); or
	 
	 	(c)	 	on the release of the Ship or any share or interest therein from the security
created by the Mortgage and this Deed (or either of them)




and the Mortgagee or any Receiver and each such agent or attorney may retain and pay all
sums in respect of the same out of money received under the powers conferred by the Mortgage
and this Deed (or either of them). All such amounts recoverable by the Mortgagee or any
Receiver or such agent or attorney shall be recoverable on a full indemnity basis.






	12.2	 	If any sum due from the Owner under or in connection with the Loan Agreement, the Mortgage
and this Deed (or any of them) or under any order or judgement given or made in relation to
the Loan Agreement, the Mortgage and this Deed (or any of them) has to be 




25









 






	 	 	converted from the
currency (the “first currency”) in which the same is payable under the Loan Agreement, the
Mortgage and this Deed (or any of them) or under such order or judgement into another currency
(“the second currency”) for the purpose of (i) making or filing a claim or proof against the
Owner (ii) obtaining an order or judgement in any court or other tribunal or (iii) enforcing
any order or judgement given or made in relation to the Loan Agreement, the Mortgage and this
Deed (or any of them), the Owner shall indemnify and hold harmless the Mortgagee from and
against any loss or damage suffered as a result of any discrepancy between (a) the rate of
exchange used for such purpose to convert the sum in question from the first currency into the
second currency and (b) the rate or rates of exchange at which the Mortgagee may in the
ordinary course of business purchase the first currency with the second currency upon receipt
of a sum paid to it in or towards satisfaction of any such order, judgement, claim or proof.
	 
	12.3	 	The indemnity contained in this Clause 12 shall apply irrespective of any indulgence granted
to the Owner from time to time and shall continue in full force and effect notwithstanding any
payment in favour of the Mortgagee and any amount due from the Owner under this Clause 12 will
be due as a separate debt and shall not be affected by judgement being obtained for any other
sums due under or in respect of the Loan Agreement, the Mortgage and the Deed (or any of
them).
	 
	13.	 	POWER OF ATTORNEY
	 
	13.1	 	The Owner, by way of security and in order more fully to secure the performance of the
Owner’s obligations under the Mortgage and this Deed, HEREBY IRREVOCABLY APPOINTS (such
appointment being coupled with an interest of the Mortgagee) the Mortgagee as its attorney for
the duration of the Security Period for the purposes of:






	 	(a)	 	doing in its name all acts which the Owner itself could do in relation to or in
connection the Mortgaged Property and executing signing and (if required) registering
in its name all documents which the Owner itself could do, execute, sign or register in
relation to the Ship (including but without limitation the execution of bills of sale
for the Ship transferring title to the Ship to a third party)
	 
	 	 	 	PROVIDED HOWEVER that such power shall not be exercisable by or on behalf of the
Mortgagee until the Secured Indebtedness shall have become repayable on demand
(whether or not such demand shall have been made) under Clause 10.2 of the Loan
Agreement hereof and the Mortgage and this Deed shall have become immediately
enforceable pursuant to Clause 9; and
	 
	 	(b)	 	executing, signing, perfecting, doing and (if required) registering every such
further assurance document, act or thing as is referred to in Clause 13.






	13.2	 	The exercise of such power as is referred to in Clause 13.1 by or on behalf of the Mortgagee
shall not put any person dealing with the Mortgagee upon any enquiry as to whether the Loan
have become repayable on demand and/or the Mortgage and this Deed have become enforceable nor
shall such person be in any way affected by notice that such security has not become repayable
and/or the Mortgage and this Deed have not become enforceable and in relation to both Clauses
13.1(a) and (b) and the exercise by the Mortgagee of such power shall be conclusive evidence
of its rights to exercise the same.
	 
	14.	 	FURTHER ASSURANCES




26









 






	 	 	The Owner hereby further undertakes at its own expense to execute, sign, perfect, do and (if
required) register every such further assurance document, act or thing as in the opinion of
the Mortgagee may be necessary or desirable for the purpose of more effectually mortgaging
and charging the Mortgaged Property or perfecting the security constituted by the Security
Documents.
	 
	15.	 	EXPENSES
	 
	 	 	The Owner covenants that it will pay to the Mortgagee and any Receiver (or as they/it may
direct) on demand the amount of all investigation and legal expenses of any kind whatsoever
(inclusive of value added tax thereon) stamp duties (if any) registration fees and any other
charges incurred by the Mortgagee or any Receiver or for which the Mortgagee or any Receiver
may become liable in connection with (a) the negotiation, preparation, completion and (if
required) registration of the Loan Agreement, the Mortgage and the other Security Documents
and the preserving or enforcing of, or attempting to preserve or enforce, the security
created by the Mortgage and this Deed or otherwise in connection with the Secured
Indebtedness and the security therefor; and (b) any variation of, or amendment or supplement
to, any of the terms of, or any consent or waiver required from the Mortgagee or any
Receiver in relation to, the Loan Agreement and the Security Documents (or any of them), and
in each case, regardless of whether the same is actually implemented, completed or granted
as the case may be.
	 
	16.	 	NOTICES
	 
	 	 	The provisions of Clause 15.1 of the Loan Agreement shall apply mutatis mutandis in respect
of any certificate, notice, demand or other communication given or made under the Mortgage
and this Deed.
	 
	17.	 	ASSIGNMENT
	 
	 	 	The provisions of Clause 13 of the Loan Agreement shall, mutatis mutandis, apply in relation
to the ability of the Mortgagee to assign its rights under the Mortgage and/or this Deed to
the effect that the security constituted by the Mortgage and/or this Deed and the covenants
and obligations of the Owner under the Mortgage and/or this Deed shall enure to the benefit
of such assignees of the Mortgagee.
	 
	18.	 	REPRESENTATIONS AND WARRANTIES
	 
	18.1	 	The Owner hereby represents and warrants that:






	 	(a)	 	the Owner is the sole legal and beneficial owner of sixty-four sixty-fourth
shares of and in the Ship and none of the said shares is subject to any mortgage,
charge, lien, hypothecation, assignment, title retention or encumbrance of whatsoever
nature or any other interest given by way of security (save as constituted by the
Mortgage and this Deed);
	 
	 	(b)	 	the Owner has not sold or transferred, or agreed to sell or transfer, the Ship
or any part thereof;




27









 






	 	(c)	 	the representations and warranties contained in Clause 6 of the Loan Agreement
are true and correct with respect to the facts and circumstances existing at the date
of this Deed and are hereby repeated and restated as if set out in full herein; and
	 
	 	(d)	 	the Owner has the power as security for the Secured Indebtedness to mortgage
its property including the Ship and to assign the Insurances, Requisition Compensation
and the Earnings of the Ship in favour of the Mortgagee.






	18.2	 	The Owner hereby further represents and warrants to the Mortgagee that:






	 	(a)	 	all applicable Environmental Laws and Environmental Approvals in relation to
the Ship, her operation and management and the business of the Owner (as now conducted
and as reasonably anticipated to be conducted in the future) have been complied with;
	 
	 	(b)	 	no Environmental Claim has been made threatened against the Owner, the Manager
or otherwise in connection with the Ship;
	 
	 	(c)	 	no Environmental Incident has occurred; and
	 
	 	(d)	 	the Ship will be in full compliance with the provisions of the ISM Code and
ISPS Code.






	19.	 	MISCELLANEOUS 
	 
	19.1	 	Any provision of the Security Documents prohibited by or unlawful or unenforceable under any
applicable law shall (to the extent required by such law) be ineffective without modifying the
remaining provisions of the Security Documents but where the provisions of any such applicable
law may be waived they are hereby waived to the full extent permitted by such law to the end
that the Security Documents shall be valid and binding documents enforceable in accordance
with their respective terms.
	 
	19.2	 	For the purposes of enforcement, the interest rate in respect of each Interest Period and the
Default Rate, the occurrence of an Event of Default and in particular the failure of the Owner
to pay any amount due when it was due and the amount at any time due from the Owner under the
Loan Agreement, the Mortgage and this Deed shall be proved by a Certificate of the Mortgagee,
which it is hereby agreed that it shall be conclusive and binding upon the Owner (save for
manifest error).
	 
	19.3	 	This Deed may be executed in several counterparts, each of which shall be an original, but
which together shall constitute but one and the same document.
	 
	19.4	 	No term of this Deed is enforceable under the Contracts (Rights of Third Parties) Act 1999 by
a person who is not a party to this Deed.
	 
	20.	 	LAW AND JURISDICTION
	 
	20.1	 	This Deed shall be governed and construed in accordance with the laws of the Commonwealth of
the Bahamas.
	 
	20.2	 	Subject to Clause 20.3, the courts of England shall have exclusive jurisdiction to settle any
dispute which may arise out of or in connection with the Mortgage and this Deed (or either of





28









 





		 	them) and the Owner hereby waives any objections to proceedings with respect to the Mortgage
and this Deed (or either of them) in such courts on the grounds of venue or inconvenient
forum.
	 
	20.3	 	Clause 20.2 is for the exclusive benefit of the Mortgagee and any Receiver, each of which
reserves the right:






	 	(a)	 	to commence proceeding in relation to any matter which arises out of or in
connection with the Mortgage and this Deed (or either of them) in the courts of any
country other than England and which have or claim jurisdiction to that matter; and
	 
	 	(b)	 	to commence proceedings in the courts of any such country or countries
concurrently with or in addition to proceedings in England or without commencing
proceedings in England.






	 	 	The Owner shall not commence any proceedings in any country other than England in relation
to a matter which arises out of or in connection with the Mortgage and this Deed (or either
of them).
	 
	20.4	 	Further, the Owner agrees that any summons, writ or other legal process issued against them
in England shall be served upon Messrs. Atlas Maritime Services Limited, currently located at
Enterprise House, 113-115 George Lane, London, England, or their successors, who are hereby
authorised to accept such service, which shall be deemed to be good service on the Owner.
Provided, however, that the Owner further agrees that in the event that (i) Messrs. Atlas
Maritime Services Limited close or fail to maintain a business presence in England, or (ii)
the Mortgagee, in its sole discretion, shall determine that service of process on the said
agents is not feasible or may be insufficient under the laws of England, then any summons,
writ or other legal process issued against them in England may be served upon Messrs. The Law
Debenture Corporate Services Limited, currently located at 5th Floor, 100 Wood
Street, London EC2V 7EX, England (hereinafter called the “Process Agent for English
Proceedings”), or their successors, who are hereby authorised to accept such service, which
shall be deemed to be good service on the Owner. The Mortgagee is hereby irrevocably appointed
by the Owner as the duly authorised attorney of the Owner for the purpose of appointing the
Process Agent for English Proceedings as provided herein. The appointment of the Process
Agent for English Proceedings shall be valid and binding from the date notice of such
appointment is given by the Mortgagee to the Owner in accordance with Clauses 15.1 of the Loan
Agreement. Finally, the Owner hereby waives any objections to the inconvenience of England as
a forum and the parties further agree that only the Courts of England and not those of any
other State shall have jurisdiction to determine any claim which the Owner may have against
the Mortgagee arising out of or in connection with this Deed.
	 
	20.5	 	Nothing in this Clause 20 shall exclude or limit any right which the Mortgagee or any
Receiver may have (whether under the law of any country, an international convention or
otherwise) with regard to the bringing of proceedings, the service of process, the recognition
or enforcement of a judgement or any similar or related matter in any jurisdiction
(including, without limitation any jurisdiction where any part of the Mortgaged Property may
be located) nor shall the taking of proceedings with respect to the Mortgage and this Deed
(or either of them) in any jurisdiction preclude the Mortgagee or any Receiver from taking
proceedings in any other jurisdiction or jurisdictions, whether concurrently or not.
	 
	20.6	 	Without prejudice to the generality of this Clause 20 the Mortgagee or any Receiver shall
have the right to arrest and take action against the Ship at whatever place the Ship shall be
found lying and for the purpose of any action which the Mortgagees may bring before the Courts
of such jurisdiction or other judicial authority and for the purpose of any action which the
Mortgagee or any Receiver may bring against the Ship, any writ, notice, judgement or 




29









 






	 	 	other
legal process or documents may (without prejudice to any other method of service under
applicable law) be served upon the Master of the Ship (or upon anyone acting as the Master)
and such service shall be deemed good service on the Owner for all purposes.
	 
	20.7	 	The parties further agree that subject to Clause 20.3, the courts of England shall have
exclusive jurisdiction to settle any dispute which may arise out of or in connection with the
Mortgage and this Deed (or either of them) and the Owner hereby waives any objections to
proceedings with respect to the Mortgage and this Deed (or either of them) in such courts on
the grounds of venue or inconvenient forum.
	 
	20.8	 	If it is decided by the Mortgagee that any such proceedings should be commenced in any other
country, then any objections as to the jurisdiction or any claim as to the inconvenience of
the forum is hereby waived by the Owner and it is agreed and undertaken by the Owner to
instruct lawyers in that country to accept service of legal process and not to contest the
validity of such proceedings as far as the jurisdiction of the court or courts involved is
concerned and the Owner agrees that any judgement or order obtained in an English court shall
be conclusive and binding on the Owner and shall be enforceable without review in the courts
of any other jurisdiction.
	 
	20.9	 	The Owner hereby appoints Mr. Ioannis Fassolis, an Attorney-at-Law, whose present address is
at 15 Sachtouri Street, 185 36, Piraeus, Greece, as agent to accept service in Greece
(hereinafter called the “Process Agent for Hellenic
Proceedings”) upon whom any judicial or
extra-judicial process in Greece may be served as well as any notice, request, demand payment
order or other communication under the Mortgage and this Deed. In the event that the Process
Agent for Hellenic Proceeding (or any substitute process agent notified to the Mortgagee in
accordance with the foregoing) cannot be found at the address specified above (or, as the case
may be, notified to the Mortgagee), which will be conclusively proved by a deed of a process
server that the process agent cannot be found at such address, any judicial process in Greece
and any notice, request, payment order, announcement of claim, demand or other communication
to be sent to the Owner may be validly effected in accordance with the procedure provided by
the relevant law. In case, however, that such Process Agent is found at any other address, the
Mortgagee shall have the right to serve the documents either on such Process Agent at such
address or in accordance with the procedure provided by the relevant law.




In this Clause 20 “proceedings” means proceedings of any kind, including an application for a
provisional or protective measure.



IN WITNESS WHEREOF, the parties hereto have caused this Deed to be duly executed the date first
above written.



THE OWNER




	 	 	 
	Signed and Delivered as a Deed
	 	)
	By Mr. Ion
Varouxakis 


	 	) /s/ Ion
Varouxakis
	for and on behalf of
	 	)
	ADVENTURE NINE S.A.
	 	)
	of Marshall Islands, in the presence of:
	 	)







30











 



	 	 	 	 	 
	 	 
	Witness:  	/s/ Ioannis Fassolis 	 
	Name: 	Ioannis Fassolis 	 
	Address: 	15, Sachtouri Street,
Pireas, Greece

	 
	  	Occupation: 	Attorney-at-Law  	 	 
	 


THE MORTGAGEE




	 	 	 	 	 	 	 
	EXECUTED as a DEED

	 	 	)	 	 	 
	for and on behalf of

	 	 	)	 	 	 
	FBB-FIRST BUSINESS BANK S.A.

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	by Mr. Nikolaos Vougioukas

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	its duly authorised Attorney-in-fact,

	 	 	)	 	 	/s/ Nikolaos Vougioukas
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	in the presence of:

	 	 	)	 	 	Attorney-in-fact






	 	 	 	 
	 	 
	Witness:  	/s/ Maria C. Galanopoulou 	 
	Name: 	  	Maria C. Galanopoulou 	 
	Address:  	  13, Defteras Merarchias street, Pireas, Greece

 	 
	Occupation: 	  	Attorney-at-law 	 
	 



31