Common use of Insurance Undertakings Clause in Contracts

Insurance Undertakings. The Borrower hereby undertakes with the Lender to ensure and procure that during the Security Period, at the expense of the Borrower and upon such terms, in such amounts and with such Insurers as shall from time to time be approved in writing by the Lender, the Borrower shall comply with the following provisions of this Clause 19 at all times during the Security Period: 19.01 to insure and keep insured the Ship in Dollars or such other currency as may be approved in writing by the Lender, in the full aggregate insurable value of the Ship but in no event for an aggregate amount less than the higher of (i) the Market Value of the Ship and (ii) One hundred and Twenty Five per cent (125%) of the aggregate amount of the Facility and the Swap Exposure at any relevant time against fire, marine and other risks (including Excess Risks) and War Risks covered by hull and machinery policies; 19.02 to enter the Ship in the name of the Borrower, for her full value and tonnage in a protection and indemnity association approved by the Lender with unlimited liability if available otherwise for the highest possible standard cover for the time being US$1,000,000,000 for oil pollution and for excess oil spillage and pollution liability insurance for the highest possible standard cover against all Protection and Indemnity Risks; 19.03 if the Ship enters the territorial waters of the United States of America (U.S.A.) for any reason whatsoever, to take out such additional insurance to cover such risks as may be necessary in order to obtain a Certificate of Financial Responsibility from the United States Coastguard; 19.04 to effect such additional Insurances as may reasonably be requested by the Lender to maintain the scope of the existing cover of the Insurances; 19.05 to renew the Insurances at least fourteen (14) days before the relevant Insurances expire and to procure that the Approved Brokers shall promptly confirm in writing to the Lender as and when each such renewal is effected; 19.06 to punctually pay all premiums, calls, contributions or other sums payable in respect of the Insurances and to produce all relevant receipts when so required in writing by the Lender; 19.07 to pay to the Lender on demand all premiums or other amounts payable by the Lender in effecting a mortgagee's interest policy and a mortgagee's interest (additional perils) insurance policy in respect of the Ship in the name of the Lender for a minimum insured amount of one hundred and ten per cent (110%) of the aggregate of the Facility and the Swap Exposure at any relevant time and under such wording and conditions acceptable to the Lender; 19.08 to arrange for the execution of such guarantees as may from time to time be required by any Protection and Indemnity or War Risks association; 19.09 to give notice of assignment of the Insurances to the Insurers in the form set out in Schedule 2 to the General Assignment and to procure that a copy of the notice of assignment shall be endorsed upon or attached to the relevant Insurance Documents; 19.10 to procure that the Insurance Documents shall be deposited with the Approved Brokers and that such brokers shall provide the Lender with certified copies thereof and shall issue to the Lender a letter or letters of undertaking in such form as the Lender shall reasonably require; 19.11 to procure that the Protection and Indemnity and/or War Risks associations in which the Ship is entered shall provide the Lender with a letter or letters of undertaking in their standard form and shall provide the Lender with a copy of the certificates of entry; 19.12 to procure that the Insurance Documents (including all certificates of entry in any Protection and Indemnity and/or War Risks association) shall contain loss payable clauses in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the General Assignment; 19.13 to procure that the Insurance Documents shall provide that the lien or set off for unpaid premiums or calls shall be limited to only the premiums or calls due in relation to the Insurances on the Ship and for fourteen (14) days prior written notice to be given to the Lender by the Insurers (such notice to be given even if the Insurers have not received an appropriate enquiry from the Lender) in the event of cancellation or termination of the Insurances and in the event of the non-payment of the premium or calls, the right to pay the said premium or calls within a reasonable time; 19.14 to promptly to provide the Lender with full information regarding any casualties or damage to the Ship in an amount in excess of Five hundred thousand Dollars ($500,000) or in consequence whereof the Ship has become or may become a Total Loss; 19.15 at the request of the Lender, to provide the Lender, at the Borrower's cost, with a detailed report issued by a firm of marine insurance brokers or consultants appointed by the Lender in relation to the Insurances; 19.16 not to do any act nor voluntarily suffer nor permit any act to be done whereby any Insurance shall or may be suspended or avoided and not to suffer nor permit the Ship to engage in any voyage nor to carry any cargo not permitted under the Insurances in effect without first covering the Ship to the amount herein provided for with Insurance satisfactory to the Lender for such voyage or the carriage of such cargo; 19.17 (without limitation to the generality of the foregoing) in particular not to permit the Ship to enter or trade to any zone which is declared a war zone by any Government or by the Ship's War Risks Insurers unless there shall have been effected by the Borrower and at its expense such special insurance as the War Risk Insurers may require; and 19.18 to procure that all amounts payable under the Insurances are paid in accordance with the loss payable clause in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the General Assignment and to apply and procure that all amounts as are paid to the Borrower are applied to the repair of the damage and the reparation of the loss in respect of which the said amounts shall have been received.

Insurance Undertakings. 20.1 The Borrower Borrowers hereby undertakes also undertake with the Lender Creditor Parties to comply or to ensure and procure that the Manager shall comply with the following provisions of this Clause 20.1 from the Delivery Date of each Vessel at all times during the Security Period, except as the Security Trustee may, with the authorisation of the Instructing Group otherwise permit, at the expense of the Borrower Borrowers and upon such termsterms and conditions, in such amounts and with such Insurers as shall from time to time be approved in writing by the LenderSecurity Trustee and, if so required by the Borrower shall comply Security Trustee (but without, as between the Security Trustee and the Borrowers and/or the Manager, liability on the part of the Security Trustee for premiums or calls) with the following provisions of this Clause 19 at all times during the Security PeriodTrustee named as co-assured: 19.01 20.1.1 to insure and keep insured the Ship each Vessel in Dollars Euros or such other currency as may be approved in writing by the Lender, in Security Trustee for the full aggregate insurable value of the Ship each Vessel but in no event for an aggregate amount in respect of the Mortgaged Vessels which is less than the higher of (i) the Market Value of the Ship and (ii) One one hundred and Twenty Five twenty per cent (125120%) of the aggregate amount of the Facility against fire and the Swap Exposure at any relevant time against fire, usual marine and other risks (including Excess Risks) and War Risks covered by hull and machinery policies; 19.02 20.1.2 to enter the Ship each Vessel in the name of the Borrower, Owner thereof for her full value and tonnage against all Protection and Indemnity Risks in a protection and indemnity association approved by the Lender Security Trustee with unlimited liability if available otherwise for with the highest possible standard cover least limited liability for the time being US$1,000,000,000 for in relation to oil pollution risks and for to comply with the rules of such protection and indemnity association from time to time in effect and if so requested by the Security Trustee to obtain excess oil spillage and pollution liability insurance for in excess of the limit of the protection and indemnity association with the highest possible standard cover against all Protection and Indemnity Riskscover; 19.03 20.1.3 if the Ship either Vessel enters the territorial waters of the United States of America USA (U.S.A.or other jurisdiction having legislation similar to the US Oil Pollution Act 1990) for any reason whatsoever, whatsoever to take out such additional insurance to cover such risks as may be necessary in order to obtain a Certificate of Financial Responsibility from the United States Coastguard; 19.04 20.1.4 to pay to the Security Trustee upon first demand all premiums and other amounts payable by the Security Trustee in effecting a Mortgagees’ Interest Insurance policy (“MII”) and a Mortgagees’ Interest Additional Perils Insurance (“MAPI”) in relation to the Vessels in the name of the Security Trustee, upon such terms and conditions and with such insurers and for such amount as the Security Trustee may require which amount shall not be less than one hundred and twenty per cent (120%) (as regards MII) and one hundred and ten per cent (110%) (as regards MAPI) of the Facility; 20.1.5 to effect such additional Insurances as may reasonably be requested by that shall (in the Lender to maintain the scope reasonable opinion of the existing cover Security Trustee) be necessary or advisable. 20.2 The Borrowers further undertake with the Creditor Parties to comply or to ensure that the Manager shall comply with the following provisions of this Clause 20.2 at all times during the Security Period except as the Security Trustee may with the authorisation of the Insurances;Instructing Group otherwise permit: 19.05 20.2.1 to renew the Insurances at least fourteen ten (1410) days Business Days before the relevant Insurances expire (or give the Security Trustee evidence satisfactory to it that such Insurances will be renewed upon their stated expiry dates) and to procure that the Approved Brokers or the Insurers (as the case may be) shall promptly confirm in writing to the Lender Security Trustee the terms and conditions of such renewal as and when each such renewal is effectedthe same occurs; 19.06 20.2.2 punctually to punctually pay all premiums, calls, contributions or other sums payable in respect of the Insurances and to produce all relevant receipts evidence of payment when so required in writing by the LenderSecurity Trustee; 19.07 to pay to the Lender on demand all premiums or other amounts payable by the Lender in effecting a mortgagee's interest policy and a mortgagee's interest (additional perils) insurance policy in respect of the Ship in the name of the Lender for a minimum insured amount of one hundred and ten per cent (110%) of the aggregate of the Facility and the Swap Exposure at any relevant time and under such wording and conditions acceptable to the Lender; 19.08 20.2.3 to arrange for the execution of such guarantees as may from time to time be required by any Protection and Indemnity or War Risks association; 19.09 to give notice of assignment of the Insurances to the Insurers in the form set out in Schedule 2 to the General Assignment and to procure that a copy of the notice of assignment shall be endorsed upon or attached to the relevant Insurance Documents; 19.10 20.2.4 to procure that the Insurance Documents shall be deposited with the Approved Brokers or the Insurers (as the case may be) and that such brokers the Approved Brokers or the Insurers (as the case may be) shall provide the Lender Security Trustee with certified pro forma copies thereof and shall issue to the Lender Security Trustee a letter or letters of undertaking in such form as the Lender Security Trustee shall reasonably require; 19.11 20.2.5 to procure that the Protection and Indemnity and/or War Risks associations in which the Ship is Vessels are entered shall provide the Lender Security Trustee with a letter or letters of undertaking in their standard such form as may be reasonably required by the Security Trustee and shall provide the Lender Security Trustee with a copy of the certificates certificate of entryentry and, if so requested by the Security Trustee, a copy of each certificate of financial responsibility for pollution by oil or other substances issued by such Protection and Indemnity and/or War Risks association in relation to the Vessels; 19.12 20.2.6 to procure that the interest of the Security Trustee is endorsed on the Insurance Documents by means of a Notice of Assignment in the form in Schedule 3 to the Assignment Agreements or such other form as the Security Trustee may require and that the Insurance Documents (including all certificates of entry in any Protection and Indemnity and/or War Risks association) shall contain a loss payable clauses clause during the Security Period in the form set out in Schedule 3 4 or Schedule 4 5 (as may be appropriate) to the General AssignmentAssignment Agreements or such other form as the Security Trustee may require; 19.13 20.2.7 to procure that the Insurance Documents shall provide that the lien or set off for unpaid premiums or calls shall be limited to only the premiums or calls due in relation to the Insurances on the Ship Vessels and the Insurers shall not cancel any of the Insurances by reason of non-payment of premium or calls due in respect of other vessels or in respect of other insurances and for fourteen (14) days prior written notice to be given to the Lender Security Trustee by the Insurers (such notice to be given even if the Insurers have not received an appropriate enquiry from the LenderSecurity Trustee) in the event of cancellation or termination of the Insurances and in the event of the non-payment of the premium or calls, the right to pay the said premium or calls within a reasonable time; 19.14 to 20.2.8 promptly to provide the Lender Security Trustee with full information regarding any casualties or damage to the Ship a Vessel in an amount in excess of Five hundred thousand Dollars ($500,000) USD 300,000 or its equivalent in any other currency or in consequence whereof the Ship has a Vessel have become or may become a Total Loss; 19.15 20.2.9 at the request in writing of the Lender, Security Trustee to provide the LenderSecurity Trustee, at the Borrower's costBorrowers’ cost (but not more often than once in every twelve (12) months), with a detailed report issued by a firm of marine insurance brokers or consultants appointed by the Lender Borrowers and approved by the Security Trustee in relation to the Insurances; 19.16 20.2.10 not to do any act nor voluntarily suffer nor permit any act to be done whereby any Insurance Insurances shall or may be suspended or avoided and not to suffer nor permit the Ship Vessels or either of them to engage in any voyage nor to carry any cargo not permitted under the Insurances in effect without first covering obtaining the Ship to the amount herein provided for with Insurance satisfactory to the Lender Insurers’ consent for such voyage or the carriage of such cargocargo and complying with such requirements as to extra premiums or otherwise as the Insurers may prescribe; 19.17 20.2.11 not to employ the Vessels or either of them, or offer the Vessels or either of them to be employed, otherwise than in conformity with the terms of the Insurance Documents (including any express or implied warranties they contain), without first obtaining the Insurers’ consent to such other employment and complying with such requirements as to extra premiums or otherwise as the Insurers may prescribe, or arranging for additional insurance; 20.2.12 (without limitation to the generality of the foregoing) in particular not to permit the Ship Vessels or either of them to enter or trade to any zone which is declared a war zone by any Government government or by the Ship's Insurers in respect of War Risks Insurers unless there shall have been effected by the Borrower Owners and at its their expense such special insurance or the consent of the Insurers to enter or trade into such zone is obtained and the relevant Owner(s) is(are) complying with such requirements as to extra premiums or otherwise as the War Risk Insurers may require; andprescribe; 19.18 20.2.13 to procure that all amounts payable under the Insurances are paid in accordance with the relevant loss payable clause in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the General Assignment under Clause 20.2.6 and to apply and procure that all amounts as are paid to the Borrower are applied to Owners for the repair purpose of the damage and the reparation of making good the loss and fully repairing all damage in respect of which the said amounts shall have been received; 20.2.14 should a Vessel be laid up for any period, to arrange ‘lay-up’ Insurances for such Vessel during such period, at their own cost and upon such terms and conditions, in such amounts and with such Insurers as shall from time to time be approved in writing by the Security Trustee; and 20.2.15 to ensure and procure that during the period prior to the Delivery Date of each Vessel, such Vessel shall be insured in accordance with the terms of the Shipbuilding Contract in respect thereof.

Insurance Undertakings. 22.1 The Borrower Borrowers hereby undertakes undertake with the Lender to ensure Agent and the Security Trustee or shall procure that during from the Owners or the Bareboat Charterers that, from the date of delivery of each relevant Vessel and thereafter, throughout the Security Period, at the their own expense of the Borrower and upon such termsterms and conditions, in such amounts and with such Insurers as shall from time to time be approved in writing by the LenderSecurity Trustee and, if so required by the Security Trustee (but without, as between the Security Trustee and the Borrowers, the Borrower shall comply Owners or the Bareboat Charterer’s liability on the part of the Security Trustee for premiums or calls) with the following provisions of this Clause 19 at all times during the Security Period:Trustee named as co-assured - 19.01 22.1.1 to insure and keep insured the Ship Vessels in Dollars or such other currency as may be approved in writing by the LenderSecurity Trustee (such approval not to be unreasonably withheld), in the full aggregate insurable value of the Ship Vessels but in no event for an aggregate amount less than the higher of (i) the Market Value of the Ship and (ii) One one hundred and Twenty Five twenty per cent (125120%) of the aggregate amount of the Facility Indebtedness against fire and the Swap Exposure at any relevant time against fire, usual marine and other risks (including Excess Risks) and War Risks covered by hull and machinery policies; 19.02 22.1.2 to enter the Ship Vessels in the name of the Borrower, Bareboat Charterer for her their full value and tonnage against all Protection and Indemnity Risks in a protection and indemnity association approved by the Lender Security Trustee with unlimited liability if available otherwise for with the highest possible standard cover least limited liability for the time being US$1,000,000,000 for in relation to oil pollution risks and for to comply with the rules of such protection and indemnity association from time to time in effect and if so requested by the Security Trustee to obtain excess oil spillage and pollution liability insurance for in excess of the limit of the protection and indemnity association with the highest possible standard cover against all Protection and Indemnity Riskscover; 19.03 22.1.3 if the Ship enters Vessels enter the territorial waters of the United States of America USA (U.S.A.or other jurisdiction having legislation similar to the US Oil Pollution Act 1990) for any reason whatsoever, whatsoever to take out such additional insurance to cover such risks as may be necessary in order to obtain a Certificate of Financial Responsibility from the United States Coastguard; 19.04 22.1.4 to pay to the Security Trustee upon first demand all premiums and other amounts payable by the Security Trustee in effecting mortgagees’ interest insurance policy in the name of the Security Trustee (substantially based on German Conditions) in relation to the Vessels in an amount of not less than one hundred and ten per cent (110%) of the Indebtedness, upon such terms and conditions and with such insurers as the Security Trustee may require; 22.1.5 to pay to the Security Trustee upon first demand all premiums and other amounts payable by the Security Trustee in effecting a mortgagees interest insurance (additional perils, pollution) policy in relation to the Vessel in the name of the Security Trustee, upon such terms and conditions and with such insurers as the Security Trustee may require and in an aggregate amount of not less than one hundred and ten per cent (110%) of the Indebtedness in the event that the relevant Vessel enters into the territorial waters of the United States of America (or other jurisdiction having legislation similar to the US Oil Pollution Act 1990); 22.1.6 to effect such additional Insurances as may reasonably be requested by that shall (in the Lender to maintain the scope reasonable opinion of the existing cover of Security Trustee) be necessary or advisable. 22.2 The Borrowers further undertake with the Insurances;Security Trustee or shall procure that the Owners or the Bareboat Charterer undertakes, during the Security Period: 19.05 22.2.1 to renew the Insurances at least fourteen ten (1410) days before the relevant Insurances expire (or give the Security Trustee evidence satisfactory to it that such Insurances will be renewed upon their stated expiry dates) and to procure that the Approved Brokers or the Insurers (as the case may be) shall promptly confirm in writing to the Lender Security Trustee the terms and conditions of such renewal as and when each such renewal is effectedthe same occurs; 19.06 22.2.2 punctually to punctually pay all premiums, calls, contributions or other sums payable in respect of the Insurances and to produce all relevant receipts evidence of payment when so required in writing by the LenderSecurity Trustee; 19.07 to pay to the Lender on demand all premiums or other amounts payable by the Lender in effecting a mortgagee's interest policy and a mortgagee's interest (additional perils) insurance policy in respect of the Ship in the name of the Lender for a minimum insured amount of one hundred and ten per cent (110%) of the aggregate of the Facility and the Swap Exposure at any relevant time and under such wording and conditions acceptable to the Lender; 19.08 22.2.3 to arrange for the execution of such guarantees as may from time to time be required by any Protection and Indemnity or War Risks association; 19.09 to give notice of assignment of the Insurances to the Insurers in the form set out in Schedule 2 to the General Assignment and to procure that a copy of the notice of assignment shall be endorsed upon or attached to the relevant Insurance Documents; 19.10 22.2.4 to procure that the Insurance Documents shall be deposited with the Approved Brokers or the Insurers (as the case may be) and that such brokers the Approved Brokers or the Insurers (as the case may be) shall provide the Lender Security Trustee with certified pro forma copies thereof and shall issue to the Lender Security Trustee a letter or letters of undertaking in such form as the Lender Security Trustee shall reasonably require; 19.11 22.2.5 to procure that the Protection and Indemnity and/or War Risks associations in which the Ship is Vessels are entered shall provide the Lender Security Trustee with a letter or letters of undertaking in their standard such form as may be reasonably required by the Security Trustee and shall provide the Lender Security Trustee with a copy of the certificates certificate of entryentry and, if so requested by the Security Trustee, a copy of each certificate of financial responsibility for pollution by oil or other substances issued by such Protection and Indemnity and/or War Risks association in relation to the Vessels; 19.12 22.2.6 to procure that the interest of the Security Trustee is endorsed on the Insurance Documents by means of a Notice of Assignment in the form in Schedule 1 to the Insurance Assignment Agreements or such other form as the Security Trustee may require and that the Insurance Documents (including all certificates of entry in any Protection and Indemnity and/or War Risks association) shall contain a loss payable clauses clause during the Security Period in the form set out in Schedule 3 2 or Schedule 4 3 (as may be appropriate) to the General AssignmentInsurance Assignment Agreements or such other form as the Security Trustee may require; 19.13 22.2.7 to procure that the Insurance Documents shall provide that the lien or set off for unpaid premiums or calls shall be limited to only the premiums or calls due in relation to the Insurances on the Ship Vessels and the Insurers shall not cancel any of the Insurances by reason of non-payment of premium or calls due in respect of other vessels or in respect of other insurances and for fourteen (14) days prior written notice to be given to the Lender Security Trustee by the Insurers (such notice to be given even if the Insurers have not received an appropriate enquiry from the LenderSecurity Trustee) in the event of cancellation or termination of the Insurances and in the event of the non-payment of the premium or calls, the right to pay the said premium or calls within a reasonable time; 19.14 to 22.2.8 promptly to provide the Lender Security Trustee with full information regarding any casualties or damage to the Ship Vessels in an amount in excess of Five hundred thousand Dollars ($500,000) US$1,000,000 or in consequence whereof the Ship has Vessels have become or may become a Total Loss; 19.15 22.2.9 at the reasonable request in writing of the Lender, Security Trustee to provide the LenderSecurity Trustee, at the Borrower's costOwners’ cost (but not more often than once in every twelve (12) months), with a detailed report issued by a firm of marine insurance brokers or consultants appointed by the Lender Owners, the Bareboat Charterers and/or the Borrowers and approved by the Security Trustee in relation to the Insurances; 19.16 22.2.10 not to do any act nor voluntarily suffer nor permit any act to be done whereby any Insurance shall or may be suspended or avoided and not to suffer nor permit the Ship Vessels to engage in any voyage nor to carry any cargo not permitted under the Insurances in effect without first covering obtaining the Ship to the amount herein provided for with Insurance satisfactory to the Lender Insurers’ consent for such voyage or the carriage of such cargocargo and complying with such requirements as to extra premiums or otherwise as the Insurers may prescribe; 19.17 22.2.11 not to employ the Vessels, or offer the Vessels to be employed, otherwise than in conformity with the terms of the Insurance Documents (including any express or implied warranties they contain), without first obtaining the Insurers’ consent to such other employment and complying with such requirements as to extra premiums or otherwise as the Insurers may prescribe, or arranging for additional insurance; 22.2.12 (without limitation to the generality of the foregoing) in particular not to permit the Ship Vessels to enter or trade to any zone which is declared a war zone by any Government government or by the Ship's Vessels’ War Risks Insurers unless there shall have been effected by the Borrower Bareboat Charterer and at its their expense such special insurance or the consent of the Insurers to enter or trade into such zone is obtained and the relevant Bareboat Charterer is complying with such requirements as to extra premiums or otherwise as the War Risk Insurers may require; andprescribe; 19.18 22.2.13 to procure that all amounts payable under the Insurances are paid in accordance with the relevant loss payable clause in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) under Clause 22.2.6 and subject always to the General Assignment and terms of the Intercreditor Deed, to apply and procure that all amounts as are paid to the Borrower are applied to Bareboat Charterer for the repair purpose of the damage and the reparation of making good the loss and fully repairing all damage in respect of which the said amounts shall have been received; and 22.2.14 should the Vessels be laid up for any period, to arrange ‘lay-up’ insurances for the Vessels during such period, at their own cost and upon such terms and conditions, in such amounts and with such Insurers as shall from time to time be approved in writing by the Security Trustee.

Insurance Undertakings. The Borrower Borrowers hereby undertakes jointly and severally undertake with the Lender to ensure and procure that during throughout the Security Period, Period the Borrowers shall (at the expense of the Borrower Borrowers and upon such terms, in such amounts and with such Insurers as shall from time to time be approved in writing by the Lender, the Borrower shall ) comply with the following provisions of this Clause 19 at all times during 20, except as the Security PeriodLender may otherwise permit: 19.01 20.1 to ensure and procure that each Owner will insure and keep insured the Ship Mortgaged Ships in Dollars or such other currency as may be approved in writing by the Lender, in the full aggregate insurable value of the Ship Mortgaged Ships but in no event for an aggregate amount less than the higher of (ia) the aggregate Market Value Values of the Ship Mortgaged Ships and (iib) One one hundred and Twenty Five thirty per cent (125130%) of the aggregate of (i) the outstanding amount of the Facility, (ii) any amount available for drawing under the Facility and (iii) the Maximum Permitted Swap Exposure at any relevant time against fire, marine and other risks (including Excess Risks) and War Risks covered by hull and machinery policies; 19.02 20.2 to ensure and procure that each Owner will enter the each Mortgaged Ship in the name of the Borrower, Owner thereof for her full value and tonnage in a protection and indemnity association approved by the Lender with unlimited liability if available otherwise for the highest possible standard cover for the time being US$$1,000,000,000 for oil pollution and for excess oil spillage and pollution liability insurance for the highest possible standard cover against all Protection and Indemnity Risks; 19.03 20.3 if the any Mortgaged Ship enters the territorial waters of the United States of America (U.S.A.) for any reason whatsoever, to ensure and procure that the relevant Owner will take out such additional insurance to cover such risks as may be necessary in order to obtain a Certificate of Financial Responsibility from the United States Coastguard; 19.04 20.4 to ensure and procure that each Owner will, upon the Lender’s request, effect loss of hire and/or Earnings, Insurance on any or all of the Ships (as may be required by the Lender) in respect of charterparties which exceed twelve (12) months duration (including, without limitation, the Charters) and otherwise on such terms and in such amounts as the Lender may instruct the Owners thereof as being necessary or appropriate; 20.5 to ensure and procure that each Owner will effect such additional Insurances as may reasonably be requested by the Lender to maintain the scope of the existing cover of the Insurances; 19.05 20.6 to ensure and procure that each Owner will renew the Insurances at least fourteen (14) days before the relevant Insurances expire and to procure that the Approved Brokers shall promptly confirm in writing to the Lender as and when each such renewal is effected; 19.06 20.7 to ensure and procure that each Owner will punctually pay all premiums, calls, contributions or other sums payable in respect of the Insurances and to produce all relevant receipts when so required in writing by the Lender; 19.07 20.8 to ensure and procure that each Owner will pay to the Lender on demand all premiums or other amounts payable by the Lender in effecting a mortgagee's ’s interest policy and a mortgagee's ’s interest (additional perils) insurance policy in respect of the Ship in the name of the Lender upon such terms and conditions and with such insurers and for a minimum insured amount such amounts as the Lender may require, the aggregate of which amounts for all the Mortgaged Ships shall not be less than one hundred and ten per cent (110%) of the aggregate of (a) the outstanding amount of the Facility, (b) any amount available for drawing under the Facility and (c) the Maximum Permitted Swap Exposure at any relevant time and under such wording and conditions acceptable to the Lender; 19.08 20.9 to ensure and procure that each Owner will arrange for the execution of such guarantees as may from time to time be required by any Protection and Indemnity or War Risks association; 19.09 20.10 to ensure and procure that each Owner will give notice of assignment of the Insurances to the Insurers in the form set out in Schedule 2 to each of the General Assignment Assignments and to will procure that a copy of the each notice of assignment shall be endorsed upon or attached to the relevant Insurance Documents; 19.10 20.11 to procure that the Insurance Documents shall be deposited with the Approved Brokers and that such brokers shall provide the Lender with certified copies thereof and shall issue to the Lender a letter or letters of undertaking in such form as the Lender shall reasonably require; 19.11 20.12 to procure that the Protection and Indemnity and/or War Risks associations in which the each Mortgaged Ship is entered shall provide the Lender with a letter or letters of undertaking in their standard form and shall provide the Lender with a copy of the certificates of entry; 19.12 20.13 to procure that the Insurance Documents (including all certificates of entry in any Protection and Indemnity and/or War Risks association) shall contain loss payable clauses in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the each General Assignment; 19.13 20.14 to procure that the Insurance Documents shall provide that the lien or set off for unpaid premiums or calls shall be limited to only the premiums or calls due in relation to the Insurances on the Ship Mortgaged Ships and for fourteen (14) days prior written notice to be given to the Lender by the Insurers (such notice to be given even if the Insurers have not received an appropriate enquiry from the Lender) in the event of cancellation or termination of the Insurances and in the event of the non-payment of the premium or calls, the right to pay the said premium or calls within a reasonable time; 19.14 20.15 to ensure and procure that each Owner will promptly to provide the Lender with full information regarding any casualties or damage to the any Mortgaged Ship in an amount in excess of Five Three hundred thousand Dollars ($500,000300,000) or in consequence whereof any of the Ship Mortgaged Ships has become or may become a Total Loss; 19.15 20.16 to ensure and procure that each Owner will, at the request of the Lender, to provide the Lender, at the Borrower's Borrowers’ cost, with a detailed report issued by a firm of marine insurance brokers or consultants appointed by the Lender in relation to the Insurances; 19.16 20.17 to ensure and procure that each Owner will not to do any act nor voluntarily suffer nor permit any act to be done whereby any Insurance shall or may be suspended or avoided and to ensure and procure that each Owner will not to suffer nor permit any of the Ship Mortgaged Ships to engage in any voyage nor to carry any cargo not permitted under the Insurances in effect without first covering the such Mortgaged Ship to the amount herein provided for with Insurance insurance satisfactory to the Lender for such voyage or the carriage of such cargo; 19.17 20.18 (without limitation to the generality of the foregoing) in particular to ensure and procure that each Owner will not to permit the any Mortgaged Ship to enter or trade to any zone which is declared a war zone by any Government or by the such Mortgaged Ship's ’s War Risks Insurers unless there shall have been effected by the Borrower Borrowers as appropriate and at its their expense such special insurance as the War Risk Insurers may require; and; 19.18 20.19 to procure that all amounts payable under the Insurances are paid in accordance with the loss payable clause in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the each General Assignment and to apply and procure that all amounts as are paid to the Borrower relevant Owner are applied to the repair of the damage and the reparation of the loss in respect of which the said amounts shall have been received; and 20.20 should any Ship be laid up for any period, to ensure and procure that each Owner will arrange “lay up” Insurances for such Ship during such period, at their own cost and upon such terms and conditions, in such amounts and with such Insurers as shall from time to time be approved in writing by the Lender.

Insurance Undertakings. 20.1 The Borrower Borrowers hereby undertakes also undertake with the Lender Creditor Parties to comply and to ensure and procure that the Manager will comply with the following provisions of this Clause 20.1 from the Drawdown Date first to occur in relation to each Vessel and at all times during the Security Period, except as the Security Trustee may, with the authorisation of the Instructing Group otherwise permit, at the expense of the Borrower Borrowers and upon such termsterms and conditions, in such amounts and with such Insurers as shall from time to time be approved in writing by the LenderSecurity Trustee and, if so required by the Borrower shall comply Security Trustee (but without, as between the Security Trustee and the Borrowers and/or the Manager, liability on the part of the Security Trustee for premiums or calls) with the following provisions of this Clause 19 at all times during the Security PeriodTrustee named as co-assured: 19.01 20.1.1 to insure and keep insured the Ship Vessels in Dollars or such other currency as may be approved in writing by the LenderSecurity Trustee, in the full aggregate insurable value of the Ship Vessels but in no event for an aggregate amount which is less than the higher of (i) the Market Value of the Ship each Vessel against fire and (ii) One hundred and Twenty Five per cent (125%) of the aggregate amount of the Facility and the Swap Exposure at any relevant time against fire, usual marine and other risks (including Excess Risks) and War Risks covered by hull and machinery policies and War Risks and perils covered by other supplementary hull policies; 19.02 20.1.2 to enter the Ship each Vessel in the name of the Borrower, relevant Borrower and (in the case of a Sub-Bareboat Vessel) the owner and the Bareboat Charterer thereof for her full value and tonnage against all Protection and Indemnity Risks in a protection and indemnity association approved by the Lender Security Trustee with unlimited liability if available otherwise for with the highest possible standard cover least limited liability for the time being US$$1,000,000,000 for in relation to oil pollution risks and for to comply with the rules of such protection and indemnity association from time to time in effect and if so requested by the Security Trustee to obtain excess oil spillage and pollution liability insurance for in excess of the limit of the protection and indemnity association with the highest possible standard cover against all Protection and Indemnity Riskscover; 19.03 20.1.3 if the Ship any Vessel enters the territorial waters of the United States of America USA (U.S.A.or other jurisdiction having legislation similar to the US Oil Pollution Act 1990) for any reason whatsoever, whatsoever to take out such additional insurance to cover such risks as may be necessary in order to obtain a Certificate of Financial Responsibility from the United States Coastguard; 19.04 20.1.4 upon Security Trustee’s request, to effect loss of hire and/or Earnings, Insurance on any or all the Vessels (as may be required by the Security Trustee) in respect of charterparties which exceed twelve (12) months duration (including, without limitation, the Time Charters) and otherwise on such terms and in such amounts as the Security Trustee may instruct the Borrowers as being necessary or appropriate provided such cover is available in the market; 20.1.5 to pay to the Security Trustee upon first demand all premiums and other amounts payable by the Security Trustee in effecting a mortgagees’ interest insurance policy (“MII”) and a mortgagees’ interest additional perils insurance policy (“MAPI”) in relation to the Mortgaged Vessels in the name of the Security Trustee, upon such terms and conditions and with such insurers and for such amounts as the Security Trustee may require the aggregate of which amounts shall not be less than the aggregate Market Values of the Mortgaged Vessels; 20.1.6 to effect such additional Insurances as may reasonably be requested by that shall (in the Lender to maintain the scope reasonable opinion of the existing cover Security Trustee) be necessary or advisable. 20.2 The Borrowers further undertake with the Creditor Parties to comply and to ensure that the Manager shall comply with the following provisions of this Clause 20.2 at all times during the Security Period except as the Security Trustee may with the authorisation of the Insurances;Instructing Group otherwise permit: 19.05 20.2.1 to renew the Insurances at least fourteen (14) days Business Days before the relevant Insurances expire (or give the Security Trustee evidence satisfactory to it that such Insurances will be renewed upon their stated expiry dates) and to procure that the Approved Brokers or the Insurers (as the case may be) shall promptly confirm in writing to the Lender Security Trustee the terms and conditions of such renewal as and when each such renewal is effectedthe same occurs; 19.06 20.2.2 punctually to punctually pay all premiums, calls, contributions or other sums payable in respect of the Insurances and to produce all relevant receipts evidence of payment when so required in writing by the LenderSecurity Trustee; 19.07 to pay to the Lender on demand all premiums or other amounts payable by the Lender in effecting a mortgagee's interest policy and a mortgagee's interest (additional perils) insurance policy in respect of the Ship in the name of the Lender for a minimum insured amount of one hundred and ten per cent (110%) of the aggregate of the Facility and the Swap Exposure at any relevant time and under such wording and conditions acceptable to the Lender; 19.08 20.2.3 to arrange for the execution of such guarantees as may from time to time be required by any Protection and Indemnity or War Risks association; 19.09 to give notice of assignment of the Insurances to the Insurers in the form set out in Schedule 2 to the General Assignment and to procure that a copy of the notice of assignment shall be endorsed upon or attached to the relevant Insurance Documents; 19.10 20.2.4 to procure that the Insurance Documents shall be deposited with the Approved Brokers or the Insurers (as the case may be) and that such brokers the Approved Brokers or the Insurers (as the case may be) shall provide the Lender Security Trustee with certified pro forma copies thereof and shall issue to the Lender Security Trustee a letter or letters of undertaking in such form as the Lender Security Trustee shall reasonably require; 19.11 20.2.5 to procure that the Protection and Indemnity and/or War Risks associations in which the Ship is Vessels are entered shall provide the Lender Security Trustee with a letter or letters of undertaking in their standard such form as may be reasonably required by the Security Trustee and shall provide the Lender Security Trustee with a copy of the certificates certificate of entryentry and, if so requested by the Security Trustee, a copy of each certificate of financial responsibility for pollution by oil or other substances issued by such Protection and Indemnity and/or War Risks association in relation to the Vessels; 19.12 20.2.6 to procure that the interest of the Security Trustee is endorsed on the Insurance Documents by means of a Notice of Assignment in the form in Schedule 3 to the General Assignments or such other form as the Security Trustee may require and that the Insurance Documents (including all certificates of entry in any Protection and Indemnity and/or War Risks association) shall contain a loss payable clauses clause during the Security Period in the form set out in Schedule 3 4 or Schedule 4 5 (as may be appropriate) to the General AssignmentAssignments or such other form as the Security Trustee may require; 19.13 20.2.7 to procure that the Insurance Documents shall provide that the lien or set off for unpaid premiums or calls shall be limited to only the premiums or calls due in relation to the Insurances on the Ship Vessels and the Insurers shall not cancel any of the Insurances by reason of non-payment of premium or calls due in respect of other vessels or in respect of other insurances and for fourteen (14) days prior written notice to be given to the Lender Security Trustee by the Insurers (such notice to be given even if the Insurers have not received an appropriate enquiry from the LenderSecurity Trustee) in the event of cancellation or termination of the Insurances and in the event of the non-payment of the premium or calls, the right to pay the said premium or calls within a reasonable time; 19.14 to 20.2.8 promptly to provide the Lender Security Trustee with full information regarding any casualties or damage to the Ship any Vessel in an amount in excess of Five Three hundred thousand Dollars ($500,000300,000) or in consequence whereof the Ship has any Vessel have become or may become a Total Loss; 19.15 20.2.9 at the request in writing of the Lender, Security Trustee to provide the LenderSecurity Trustee, at the Borrower's Borrowers’ cost, with a detailed report issued by a firm of marine insurance brokers or consultants appointed by the Lender Borrowers and approved by the Security Trustee in relation to the Insurances; 19.16 20.2.10 not to do any act nor voluntarily suffer nor permit any act to be done whereby any Insurance shall or may be suspended or avoided and not to suffer nor permit the Ship Vessels or any of them to engage in any voyage nor to carry any cargo not permitted under the Insurances in effect without first covering obtaining the Ship to the amount herein provided for with Insurance satisfactory to the Lender Insurers’ consent for such voyage or the carriage of such cargocargo and complying with such requirements as to extra premiums or otherwise as the Insurers may prescribe; 19.17 20.2.11 not to employ the Vessels or any of them, or offer the Vessels or any of them to be employed, otherwise than in conformity with the terms of the Insurance Documents (including any express or implied warranties they contain), without first obtaining the Insurers’ consent to such other employment and complying with such requirements as to extra premiums or otherwise as the Insurers may prescribe, or arranging for additional insurance; 20.2.12 (without limitation to the generality of the foregoing) in particular not to permit the Ship Vessels or any of them to enter or trade to any zone which is declared a war zone by any Government government or by the Ship's each Vessel’s War Risks Insurers unless there shall have been effected by the Borrower Borrowers and at its their expense such special insurance or the consent of the Insurers to enter or trade into such zone is obtained and the relevant Borrower is complying with such requirements as to extra premiums or otherwise as the War Risk Insurers may require; andprescribe; 19.18 20.2.13 to procure that all amounts payable under the Insurances are paid in accordance with the relevant loss payable clause in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the General Assignment under Clause 20.2.6 and to apply and procure that all amounts as are paid to the Borrower are applied to Borrowers for the repair purpose of the damage and the reparation of making good the loss and fully repairing all damage in respect of which the said amounts shall have been received; and 20.2.14 should any Vessel be laid up for any period, to arrange ‘lay-up’ Insurances for such Vessel during such period, at their own cost and upon such terms and conditions, in such amounts and with such Insurers as shall from time to time be approved in writing by the Security Trustee.

Insurance Undertakings. The Borrower Borrowers hereby undertakes jointly and severally undertake with the Lender to ensure and procure that during throughout the Security Period, Period the Borrowers shall (at the expense of the Borrower Borrowers and upon such terms, in such amounts and with such Insurers as shall from time to time be approved in writing by the Lender, the Borrower shall ) comply with the following provisions of this Clause 19 at all times during 20, except as the Security PeriodLender may otherwise permit: 19.01 20.1 to insure and keep insured the Ship Ships in Dollars or such other currency as may be approved in writing by the Lender, in the full aggregate insurable value of the Ship Ships but in no event for an aggregate amount which is less than the higher greater of (i) the aggregate Market Value Values of the Ship Ships and (ii) One an amount equal to one hundred and Twenty Five thirty per cent (125130%) of the aggregate of (a) the outstanding amount of under both Facilities and (b) the amount available for drawing under the Revolving Facility and the Swap Exposure at any relevant time against fire, marine and other risks (including Excess Risks) and War Risks covered by hull and machinery policies; 19.02 20.2 to enter the each Ship in the name of the Borrower, relevant Owner for her full value and tonnage in a protection and indemnity association approved by the Lender with unlimited liability if available otherwise for the highest possible standard cover for the time being US$$1,000,000,000 for oil pollution and for excess oil spillage and pollution liability insurance for the highest possible standard cover against all Protection and Indemnity Risks; 19.03 20.3 if the any Ship enters the territorial waters of the United States of America (U.S.A.) for any reason whatsoever, to take out such additional insurance to cover such risks as may be necessary in order to obtain a Certificate of Financial Responsibility from the United States Coastguard; 19.04 20.4 to effect such additional Insurances as may reasonably be requested by the Lender to maintain the scope of the existing cover of the Insurances; 19.05 20.5 to renew the Insurances at least fourteen (14) days before the relevant Insurances expire and to procure that the Approved Brokers shall promptly confirm in writing to the Lender as and when each such renewal is effected; 19.06 20.6 punctually to punctually pay all premiums, calls, contributions or other sums payable in respect of the Insurances and to produce all relevant receipts when so required in writing by the Lender; 19.07 20.7 to pay to the Lender on demand all premiums or other amounts payable by the Lender in effecting a mortgagee's ’s interest policy and a mortgagee's ’s interest (additional perils) insurance policy in respect of the Ship in the name of the Lender upon such terms and conditions and with such insurers and for a minimum insured amount such amounts as the Lender may require, the aggregate of which amounts shall not be less than one hundred and ten per cent (110%) of the aggregate of a) the outstanding amount under both Facilities and b) any amount available for drawing under the Revolving Facility and the Swap Exposure at any relevant time and under such wording and conditions acceptable to the Lender; 19.08 20.8 to arrange for the execution of such guarantees as may from time to time be required by any Protection and Indemnity or War Risks association; 19.09 20.9 to give notice of assignment of the Insurances to the Insurers in the form set out in Schedule 2 to each of the General Assignment Assignments and to procure that a copy of the each notice of assignment shall be endorsed upon or attached to the relevant Insurance Documents; 19.10 20.10 to procure that the Insurance Documents shall be deposited with the Approved Brokers and that such brokers shall provide the Lender with certified copies thereof and shall issue to the Lender a letter or letters of undertaking in such form as the Lender shall reasonably require; 19.11 20.11 to procure that the Protection and Indemnity and/or War Risks associations in which each of the Ship Ships is entered shall provide the Lender with a letter or letters of undertaking in their standard form and shall provide the Lender with a copy of the certificates of entry; 19.12 20.12 to procure that the Insurance Documents (including all certificates of entry in any Protection and Indemnity and/or War Risks association) shall contain loss payable clauses in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the each General Assignment; 19.13 20.13 to procure that the Insurance Documents shall provide that the lien or set off for unpaid premiums or calls shall be limited to only the premiums or calls due in relation to the Insurances on the Ship Ships and for fourteen (14) days prior written notice to be given to the Lender by the Insurers (such notice to be given even if the Insurers have not received an appropriate enquiry from the Lender) in the event of cancellation or termination of the Insurances and in the event of the non-payment of the premium or calls, the right to pay the said premium or calls within a reasonable time; 19.14 20.14 to promptly to provide the Lender with full information regarding any casualties or damage to the any Ship in an amount in excess of Five Seven hundred and fifty thousand Dollars ($500,000750,000) or in consequence whereof any of the Ship Ships has become or may become a Total Loss; 19.15 20.15 at the request of the Lender, to provide the Lender, at the Borrower's Borrowers’ cost, with a detailed report issued by a firm of marine insurance brokers or consultants appointed by the Lender in relation to the Insurances; 19.16 20.16 not to do any act nor voluntarily suffer nor permit any act to be done whereby any Insurance shall or may be suspended or avoided and not to suffer nor permit any of the Ship Ships to engage in any voyage nor to carry any cargo not permitted under the Insurances in effect without first covering the such Ship to the amount herein provided for with Insurance insurance satisfactory to the Lender for such voyage or the carriage of such cargo; 19.17 (without limitation to the generality of the foregoing) in particular not to permit the Ship to enter or trade to any zone which is declared a war zone by any Government or by the Ship's War Risks Insurers unless there shall have been effected by the Borrower and at its expense such special insurance as the War Risk Insurers may require; and 19.18 to procure that all amounts payable under the Insurances are paid in accordance with the loss payable clause in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the General Assignment and to apply and procure that all amounts as are paid to the Borrower are applied to the repair of the damage and the reparation of the loss in respect of which the said amounts shall have been received.

Insurance Undertakings. The Borrower Borrowers hereby undertakes jointly and severally undertake with the Lender to ensure and procure that during throughout the Security Period, Period the Borrowers shall (at the expense of the Borrower Borrowers and upon such terms, in such amounts and with such Insurers as shall from time to time be approved in writing by the Lender, the Borrower shall ) comply with the following provisions of this Clause 19 at all times during 20, except as the Security PeriodLender may otherwise permit: 19.01 20.1 to ensure and procure that the Owner will insure and keep insured the Ship in Dollars or such other currency as may be approved in writing by the Lender, in the full aggregate insurable value of the Ship but in no event for an aggregate amount less than the higher of (a) one hundred and thirty per cent (130%) of the aggregate of (i) the outstanding amount of the Facility and (ii) any amount available for drawing under the Facility and (b) the Market Value of the Ship save for the period commencing on the Drawdown Date first to occur and ending on the date falling six (ii6) months thereafter where the Owner will insure and keep insured the Ship in the full insurable value of the Ship but in no event for an amount less than One hundred and Twenty Five per cent (125100%) of the aggregate amount Market Value of the Facility and the Swap Exposure at any relevant time Ship against fire, marine and other risks (including Excess Risks) and War Risks covered by hull and machinery policies; 19.02 20.2 to ensure and procure that the Owner will enter the Ship in the its name of the Borrower, for her full value and tonnage in a protection and indemnity association approved by the Lender with unlimited liability if available otherwise for the highest possible standard cover for the time being US$$1,000,000,000 for oil pollution and for excess oil spillage and pollution liability insurance for the highest possible standard cover against all Protection and Indemnity Risks; 19.03 20.3 if the Ship enters the territorial waters of the United States of America (U.S.A.) for any reason whatsoever, to ensure and procure that the Owner will take out such additional insurance to cover such risks as may be necessary in order to obtain a Certificate of Financial Responsibility from the United States Coastguard; 19.04 20.4 upon the Lender’s request, to ensure and procure that the Owner will effect loss of hire and/or Earnings, Insurance on the Ship (as may be required by the Lender) in respect of charterparties which exceed six (6) months duration (including the Charter) and otherwise on such terms and in such amounts as the Lender may instruct the Borrowers as being necessary or appropriate; 20.5 to ensure and procure that the Owner will effect such additional Insurances as may reasonably be requested by the Lender to maintain the scope of the existing cover of the Insurances; 19.05 20.6 to ensure and procure that the Owner will renew the Insurances at least fourteen (14) days before the relevant Insurances expire and to procure that the Approved Brokers shall promptly confirm in writing to the Lender as and when each such renewal is effected; 19.06 20.7 to ensure and procure that the Owner will punctually pay all premiums, calls, contributions or other sums payable in respect of the Insurances and to produce all relevant receipts when so required in writing by the Lender; 19.07 20.8 to ensure and procure that the Owner will pay to the Lender on demand all premiums or other amounts payable by the Lender in effecting a mortgagee's ’s interest policy and a mortgagee's ’s interest (additional perils) insurance policy in respect of the Ship in the name of the Lender upon such terms and conditions and with such insurers and for a minimum insured amount such amounts as the Lender may require, the aggregate of which amounts shall not be less than one hundred and ten per cent (110%) of the aggregate of (a) the outstanding amount under the Facility and (b) any amount available for drawing under the Swap Exposure at any relevant time Facility save for the period commencing on the Drawdown Date first to occur and ending on the date falling six (6) months thereafter where such amounts shall not be less than One hundred per cent (100%) of the Market Value of the Ship and under such wording and conditions acceptable to the Lender; 19.08 20.9 to ensure and procure that the Owner will arrange for the execution of such guarantees as may from time to time be required by any Protection and Indemnity or War Risks association; 19.09 20.10 to ensure and procure that the Owner will give notice of assignment of the Insurances to the Insurers in the form set out in Schedule 2 to the General Assignment and to procure that a copy of the each notice of assignment shall be endorsed upon or attached to the relevant Insurance Documents; 19.10 20.11 to procure that the Insurance Documents shall be deposited with the Approved Brokers and that such brokers shall provide the Lender with certified copies thereof and shall issue to the Lender a letter or letters of undertaking in such form as the Lender shall reasonably require; 19.11 20.12 to procure that the Protection and Indemnity and/or War Risks associations in which the Ship is entered shall provide the Lender with a letter or letters of undertaking in their standard form and shall provide the Lender with a copy of the certificates of entry; 19.12 20.13 to procure that the Insurance Documents (including all certificates of entry in any Protection and Indemnity and/or War Risks association) shall contain loss payable clauses in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the General Assignment; 19.13 20.14 to procure that the Insurance Documents shall provide that the lien or set off for unpaid premiums or calls shall be limited to only the premiums or calls due in relation to the Insurances on the Ship and for fourteen (14) days prior written notice to be given to the Lender by the Insurers (such notice to be given even if the Insurers have not received an appropriate enquiry from the Lender) in the event of cancellation or termination of the Insurances and in the event of the non-payment of the premium or calls, the right to pay the said premium or calls within a reasonable time; 19.14 to 20.15 promptly to provide the Lender with full information regarding any casualties or damage to the Ship in an amount in excess of Five Three hundred thousand Dollars ($500,000300,000) or in consequence whereof of the Ship has become or may become a Total Loss; 19.15 20.16 at the request of the Lender, to provide the Lender, at the Borrower's Borrowers’ cost, with a detailed report issued by a firm of marine insurance brokers or consultants appointed by the Lender in relation to the Insurances; 19.16 20.17 not to and ensure and procure that the Owner will not do any act nor voluntarily suffer nor permit any act to be done whereby any Insurance shall or may be suspended or avoided and to ensure and procure that the Owner will not to suffer nor permit the Ship to engage in any voyage nor to carry any cargo not permitted under the Insurances in effect without first covering the Ship to the amount herein provided for with Insurance insurance satisfactory to the Lender for such voyage or the carriage of such cargo; 19.17 20.18 (without limitation to the generality of the foregoing) in particular to ensure and procure that the Owner will not to permit the Ship to enter or trade to any zone which is declared a war zone by any Government or by the Ship's ’s War Risks Insurers unless there shall have been effected by the Borrower Owner and at its expense such special insurance as the War Risk Insurers may require; and; 19.18 20.19 to procure that all amounts payable under the Insurances are paid in accordance with the loss payable clause in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the General Assignment and to apply and procure that all amounts as are paid to the Borrower Owner are applied to the repair of the damage and the reparation of the loss in respect of which the said amounts shall have been received; and 20.20 should the Ship be laid up for any period, to ensure and procure that the Owner will arrange “lay up” Insurances for the Ship during such period, at its own cost and upon such terms and conditions, in such amounts and with such Insurers as shall from time to time be approved in writing by the Lender.

Insurance Undertakings. The Borrower Borrowers hereby undertakes jointly and severally undertake with the Lender to ensure and procure that during throughout the Security Period, Period the Borrowers shall (at the expense of the Borrower Borrowers and upon such terms, in such amounts and with such Insurers as shall from time to time be approved in writing by the Lender, the Borrower shall ) comply with the following provisions of this Clause 19 at all times during 20, except as the Security PeriodLender may otherwise permit: 19.01 20.1 to insure and keep insured the Ship Ships in Dollars or such other currency as may be approved in writing by the Lender, in the full aggregate insurable value of the Ship Ships but in no event for an aggregate amount which is less than the higher of (i) the aggregate Market Value Values of the Ship Ships subject to a Mortgage and (ii) One one hundred and Twenty Five thirty per cent (125130%) of the aggregate amount of the Facility and the Maximum Permitted Swap Exposure at any relevant time against fire, marine and other risks (including Excess Risks) and War Risks covered by hull and machinery policies; 19.02 20.2 to enter the each Ship in the name of the Borrower, relevant Owner for her full value and tonnage in a protection and indemnity association approved by the Lender with unlimited liability if available otherwise for the highest possible standard cover for the time being US$$1,000,000,000 for oil pollution and for excess oil spillage and pollution liability insurance for the highest possible standard cover against all Protection and Indemnity Risks; 19.03 20.3 if the any Ship enters the territorial waters of the United States of America (U.S.A.) for any reason whatsoever, to take out such additional insurance to cover such risks as may be necessary in order to obtain a Certificate of Financial Responsibility from the United States Coastguard; 19.04 20.4 upon the Lender’s request, the effect loss of hire and/or Earnings, Insurance on any or all of the Ships (as may be required by the Lender) in respect of charterparties which exceed twelve (12) months duration and otherwise on such terms and in such amounts as the Lender may instruct the Borrowers as being necessary or appropriate provided such cover is available in the market; 20.5 to effect such additional Insurances as may reasonably be requested by the Lender to maintain the scope of the existing cover of the Insurances; 19.05 20.6 to renew the Insurances at least fourteen (14) days before the relevant Insurances expire and to procure that the Approved Brokers shall promptly confirm in writing to the Lender as and when each such renewal is effected; 19.06 20.7 punctually to punctually pay all premiums, calls, contributions or other sums payable in respect of the Insurances and to produce all relevant receipts when so required in writing by the Lender; 19.07 20.8 to pay to the Lender on demand all premiums or other amounts payable by the Lender in effecting a mortgagee's ’s interest policy and a mortgagee's ’s interest (additional perils) insurance policy in respect of the Ship in the name of the Lender upon such terms and conditions and with such insurers and for such amounts as the Lender may require, the aggregate of which amounts in the case of the Ships subject to a minimum insured amount of Mortgage shall not be less than one hundred and ten per cent (110%) of the aggregate of (a) the Facility and (b) the Maximum Permitted Swap Exposure at any relevant time and under such wording and conditions acceptable to the Lender; 19.08 20.9 to arrange for the execution of such guarantees as may from time to time be required by any Protection and Indemnity or War Risks association; 19.09 20.10 to give notice of assignment of the Insurances to the Insurers in the form set out in Schedule 2 to each of the General Assignment Assignments and to procure that a copy of the each notice of assignment shall be endorsed upon or attached to the relevant Insurance Documents; 19.10 20.11 to procure that the Insurance Documents shall be deposited with the Approved Brokers and that such brokers shall provide the Lender with certified copies thereof and shall issue to the Lender a letter or letters of undertaking in such form as the Lender shall reasonably require; 19.11 20.12 to procure that the Protection and Indemnity and/or War Risks associations in which each of the Ship Ships is entered shall provide the Lender with a letter or letters of undertaking in their standard form and shall provide the Lender with a copy of the certificates of entry; 19.12 20.13 to procure that the Insurance Documents (including all certificates of entry in any Protection and Indemnity and/or War Risks association) shall contain loss payable clauses in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the each General Assignment; 19.13 20.14 to procure that the Insurance Documents shall provide that the lien or set off for unpaid premiums or calls shall be limited to only the premiums or calls due in relation to the Insurances on the Ship Ships and for fourteen (14) days prior written notice to be given to the Lender by the Insurers (such notice to be given even if the Insurers have not received an appropriate enquiry from the Lender) in the event of cancellation or termination of the Insurances and in the event of the non-payment of the premium or calls, the right to pay the said premium or calls within a reasonable time; 19.14 to 20.15 promptly to provide the Lender with full information regarding any casualties or damage to the any Ship in an amount in excess of Five Three hundred thousand Dollars ($500,000300,000) or in consequence whereof any of the Ship Ships has become or may become a Total Loss; 19.15 20.16 at the request of the Lender, to provide the Lender, at the Borrower's Borrowers’ cost, with a detailed report issued by a firm of marine insurance brokers or consultants appointed by the Lender in relation to the Insurances; 19.16 20.17 not to do any act nor voluntarily suffer nor permit any act to be done whereby any Insurance shall or may be suspended or avoided and not to suffer nor permit any of the Ship Ships to engage in any voyage nor to carry any cargo not permitted under the Insurances in effect without first covering the such Ship to the amount herein provided for with Insurance insurance satisfactory to the Lender for such voyage or the carriage of such cargo; 19.17 (without limitation to the generality of the foregoing) in particular not to permit the Ship to enter or trade to any zone which is declared a war zone by any Government or by the Ship's War Risks Insurers unless there shall have been effected by the Borrower and at its expense such special insurance as the War Risk Insurers may require; and 19.18 to procure that all amounts payable under the Insurances are paid in accordance with the loss payable clause in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the General Assignment and to apply and procure that all amounts as are paid to the Borrower are applied to the repair of the damage and the reparation of the loss in respect of which the said amounts shall have been received.

Insurance Undertakings. The Borrower hereby undertakes Borrowers jointly and severally undertake with each of the Lender to ensure Finance Parties that from the Delivery Date of each Ship and procure that during throughout the remaining of the Security PeriodPeriod thereafter, at they will: 8.4.1 Insured risks, amounts and terms insure and keep such Ship insured free of cost and expense to the expense Finance Parties and in the sole name of the relevant Borrower or, if so required by the Security Trustee, in the joint names of the relevant Borrower and upon such termsthe Security Trustee (but without liability on the part of the Security Trustee for premiums or calls): (a) against fire and usual marine risks (including, without limitation, hull and machinery, interest and excess risks) and war risks, on an agreed value basis, in such amounts (but not in any event less than whichever shall be the greater of (A) the market value of such Ship for the time being (as most recently determined by the Facility Agent pursuant to clause 8.2.2) and (B) the amount in Dollars which, when aggregated with the equivalent insurance of the other Ships, shall be at least equal to one hundred and thirty per cent (130%) of the aggregate of (a) the Loan and (b) the Swap Exposure and upon such Insurers terms as shall from time to time be approved in writing by the LenderFacility Agent; (b) against protection and indemnity risks (including pollution risks for the highest amount in respect of which cover is or may become available for ships of the same type, size, age and flag as such Ship and a freight, demurrage and defence cover) for the Borrower full value and tonnage of such Ship (as approved in writing by the Facility Agent) and upon such terms as shall comply with the following provisions of this Clause 19 at all times during the Security Period: 19.01 from time to insure and keep insured the Ship in Dollars or such other currency as may time be approved in writing by the LenderFacility Agent; (c) against loss of earnings in such amounts and upon such terms as shall from time to time be approved in writing by the Facility Agent; and (d) in respect of such other matters of whatsoever nature and howsoever arising in respect of which insurance would be maintained by a prudent owner of such Ship, and pay to the Facility Agent the cost (as conclusively certified by the Facility Agent) of (1) any mortgagee’s interest insurance (including mortgagee’s additional perils (all P&I risks) coverage) which a Finance Party may from time to time effect in the full aggregate insurable value respect of the such Ship upon such terms in such amounts (but not in no any event for an aggregate amount less than the higher of (i) amount in Dollars which, when aggregated with the Market Value equivalent insurance of the Ship and (ii) One other Ships, shall be at least equal to one hundred and Twenty Five twenty per cent (125120%) of the aggregate amount of (a) the Facility Loan and (b) the Swap Exposure at as such Finance Party shall deem desirable and (2) any relevant other insurance cover which a Finance Party may from time against fireto time effect in respect of the Ship and/or in respect of its interest or potential third party liability as a Finance Party, marine and as such Finance Party shall deem desirable having regard to any limitations in respect of amount or extent of cover which may from time to time be applicable to any of the other risks (including Excess Risks) and War Risks covered by hull and machinery policiesinsurances referred to in this clause 8.4.1; 19.02 8.4.2 Approved insurance brokers, insurers and associations effect the insurances aforesaid in such currency as the Facility Agent may approve and through the relevant firm of insurance brokers appointed by the Borrowers and previously approved in writing by the Lenders and with such insurance companies and/or underwriters as shall from time to enter time be approved in writing by the Ship in Facility Agent; provided however that the name of the Borrower, for her full value insurances against war risks and tonnage in a protection and indemnity association approved risks may be effected by the Lender entry of such Ship with unlimited liability if available otherwise for such war risks and protection and indemnity associations as shall from time to time be approved in writing by the highest possible standard cover for the time being US$1,000,000,000 for oil pollution and for excess oil spillage and pollution liability insurance for the highest possible standard cover against all Protection and Indemnity RisksFacility Agent; 19.03 8.4.3 Fleet liens, set-off and cancellation if the Ship enters the territorial waters any of the United States insurances referred to in clause 8.4 form part of America (U.S.A.) a fleet cover, procure that the relevant firm of insurance brokers appointed by the Borrowers and previously approved in writing by the Lenders shall undertake to the Security Trustee that they shall neither set off against any claims in respect of the relevant Mortgaged Ship any premiums due in respect of other vessels under such fleet cover or any premiums due for any other insurances, nor cancel the insurances for reason whatsoeverof non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to take out such additional insurance to cover such risks as may be necessary issue a separate policy in order to obtain a Certificate respect of Financial Responsibility from the United States Coastguard; 19.04 to effect such additional Insurances as may reasonably be relevant Mortgaged Ship if and when so requested by the Lender to maintain the scope of the existing cover of the InsurancesSecurity Trustee; 19.05 to renew the Insurances at least fourteen (14) days before the relevant Insurances expire 8.4.4 Payment of premiums and to procure that the Approved Brokers shall promptly confirm in writing to the Lender as and when each such renewal is effected; 19.06 to calls punctually pay all premiums, calls, contributions or other sums payable in respect of the Insurances all such insurances and to produce all relevant receipts or other evidence of payment when so required in writing by the Lender; 19.07 to pay to the Lender on demand all premiums Security Trustee or other amounts payable by the Lender in effecting a mortgagee's interest policy and a mortgagee's interest (additional perils) insurance policy in respect of the Ship in the name of the Lender for a minimum insured amount of one hundred and ten per cent (110%) of the aggregate of the Facility and the Swap Exposure at any relevant time and under such wording and conditions acceptable to the LenderAgent; 19.08 to arrange for the execution of such guarantees as may from time to time be required by any Protection and Indemnity or War Risks association; 19.09 to give notice of assignment of the Insurances to the Insurers in the form set out in Schedule 2 to the General Assignment and to procure that a copy of the notice of assignment shall be endorsed upon or attached to the relevant Insurance Documents; 19.10 to procure that the Insurance Documents shall be deposited with the Approved Brokers and that such brokers shall provide the Lender with certified copies thereof and shall issue to the Lender a letter or letters of undertaking in such form as the Lender shall reasonably require; 19.11 to procure that the Protection and Indemnity and/or War Risks associations in which the Ship is entered shall provide the Lender with a letter or letters of undertaking in their standard form and shall provide the Lender with a copy of the certificates of entry; 19.12 to procure that the Insurance Documents (including all certificates of entry in any Protection and Indemnity and/or War Risks association) shall contain loss payable clauses in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the General Assignment; 19.13 to procure that the Insurance Documents shall provide that the lien or set off for unpaid premiums or calls shall be limited to only the premiums or calls due in relation to the Insurances on the Ship and for fourteen (14) days prior written notice to be given to the Lender by the Insurers (such notice to be given even if the Insurers have not received an appropriate enquiry from the Lender) in the event of cancellation or termination of the Insurances and in the event of the non-payment of the premium or calls, the right to pay the said premium or calls within a reasonable time; 19.14 to promptly to provide the Lender with full information regarding any casualties or damage to the Ship in an amount in excess of Five hundred thousand Dollars ($500,000) or in consequence whereof the Ship has become or may become a Total Loss; 19.15 at the request of the Lender, to provide the Lender, at the Borrower's cost, with a detailed report issued by a firm of marine insurance brokers or consultants appointed by the Lender in relation to the Insurances; 19.16 not to do any act nor voluntarily suffer nor permit any act to be done whereby any Insurance shall or may be suspended or avoided and not to suffer nor permit the Ship to engage in any voyage nor to carry any cargo not permitted under the Insurances in effect without first covering the Ship to the amount herein provided for with Insurance satisfactory to the Lender for such voyage or the carriage of such cargo; 19.17 (without limitation to the generality of the foregoing) in particular not to permit the Ship to enter or trade to any zone which is declared a war zone by any Government or by the Ship's War Risks Insurers unless there shall have been effected by the Borrower and at its expense such special insurance as the War Risk Insurers may require; and 19.18 to procure that all amounts payable under the Insurances are paid in accordance with the loss payable clause in the form set out in Schedule 3 or Schedule 4 (as may be appropriate) to the General Assignment and to apply and procure that all amounts as are paid to the Borrower are applied to the repair of the damage and the reparation of the loss in respect of which the said amounts shall have been received.