Common use of Mortgage Clause in Contracts

Mortgage. 3.01 In order to secure the Obligations, the Owner has granted, conveyed and mortgaged and does by these presents grant, convey and mortgage unto the Trustee, its successors and assigns, the whole of the Rig TO HAVE AND TO HOLD the same unto the Trustee, its successors and assigns forever upon the terms herein set forth for the enforcement of the Obligations. Provided only and the condition of these presents is such that if all of the Obligations secured by this Mortgage have terminated or have been performed in full as and when the same shall become due and payable in accordance with the terms of the Subsidiary Guaranty and this Mortgage and shall observe and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty and this Mortgage expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder shall cease, determine and be void otherwise to be and remain in full force and effect and, in such event, the Trustee agrees to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effect. 3.02 The Owner shall remain liable to perform all the obligations assumed by it in relation to the Rig and none of the Secured Creditors shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereof.

Mortgage. 3.01 In order to secure the Obligations, the Owner has granted, conveyed and mortgaged and does by these presents grant, convey and mortgage unto the Trustee, its successors and assigns, the whole of the Rig TO HAVE AND TO HOLD the same unto the Trustee, its successors and assigns forever upon the terms herein set forth for the enforcement of the Obligations. Provided only and the condition of these presents is such that if all of the Obligations secured by this Mortgage have terminated or have been performed in full as and when the same shall become due and payable in accordance with the terms of the Subsidiary Guaranty and this Mortgage and shall observe and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty and this Mortgage expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder shall cease, determine and be void otherwise to be and remain in full force and effect and, in such event, the indenture Trustee agrees to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effect. 3.02 The Owner shall remain liable to perform all the obligations assumed by it in relation to the Rig and none of the Secured Creditors shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereof.

Mortgage. 3.01 In order a) The Customer agrees that while the Customer owes Xxxxxxx any sum under the Contract (whether disputed or otherwise) the Customer shall upon written demand being made by Xxxxxxx at any time but before payment in full is made to secure Xxxxxxx, execute a Memorandum of Mortgage ("Mortgage") over any real property owned by the ObligationsCustomer from time to time in favour of Xxxxxxx (to be prepared by Xxxxxxx’x solicitors at the Customer’s cost), for the Owner has granted, conveyed amount equivalent to the unpaid balance owing plus any interest and mortgaged costs owing thereon until paid in full. b) The terms of such mortgage shall be collateral to the terms hereof and does by these presents grant, convey and mortgage unto the Trustee, its successors and assigns, the whole payment in full of the Rig TO HAVE AND TO HOLD amounts owing to Xxxxxxx hereunder shall operate as a full discharge of the same unto mortgage. Xxxxxxx agrees not to make demand on the TrusteeCustomer to execute such a mortgage unless any of the following occur: i) Failures to make payment on the due date; ii) Any composition with creditors, its successors act of bankruptcy, winding up or receivership of the Customer. c) The Mortgage referred to in this clause 21 hereof shall be the ADLS form approved by the Registrar General of Land 2007/4237, and assigns forever upon the terms herein set forth covenants of the said form whether executed by the Customer or not shall be deemed to be included. The Customer hereby authorises Xxxxxxx to lodge and maintain a Caveat against the title to the subject property for the enforcement protection of the Obligationsagreement to mortgage described above should Xxxxxxx in its absolute discretion consider it necessary to lodge such a Caveat. Provided only and the condition The Customer hereby grants to Xxxxxxx an irrevocable power of these presents is such that if all of the Obligations secured by this Mortgage have terminated or have been performed in full as and when the same shall become due and payable in accordance with the terms of the Subsidiary Guaranty and this Mortgage and shall observe and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty and this Mortgage expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder shall cease, determine and be void otherwise to be and remain in full force and effect and, in such event, the Trustee agrees to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effect. 3.02 The Owner shall remain liable to perform all the obligations assumed by it attorney in relation to the Rig and none of subject property to execute the Secured Creditors shall mortgage referred to in this clause 21 hereof should the mortgage not be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure executed by the Owner Customer for any reason whatsoever PROVIDED THAT Xxxxxxx will not execute a mortgage as attorney for the Customer unless Xxxxxxx has requested in writing that the Customer execute the mortgage pursuant to perform its obligations in respect thereofthe terms of this agreement and the Customer has failed to execute such a mortgage within five (5) working days of such request.

Mortgage. 3.01 (a) In consideration of the premises, as above recited and other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the Obligationspayment of the Senior Debt Obligations arising in respect of and under the Project Facilities Agreement and the other Finance Documents according to the terms thereof, including any obligation for the payment of all such other sums as hereafter may become secured by this Mortgage in accordance with the terms hereof (all such Senior Debt Obligations and other sums, the Owner “Indebtedness”), and to secure the performance and observance of and compliance with the covenants, terms and conditions contained or implied in this Mortgage and in the other Finance Documents (together with the Indebtedness, the “Shipowner’s Obligations”), the Shipowner has granted, conveyed conveyed, mortgaged, pledged, set over and mortgaged confirmed and does by these presents this Mortgage grant, convey convey, mortgage, pledge, set over and mortgage unto confirm to the TrusteeMortgagee, its respective successors and assignsassigns (in each case for itself and the other Secured Parties), the whole of the Rig Vessel, together with all of the boilers, engines, machinery, masts, spares, sails, rigging, boats, anchors, chains, tackle, apparel, furniture, fittings and equipment and all other appurtenances thereto appertaining or belonging, whether now owned or hereafter acquired, whether on board or not, and all additions, improvements and replacements hereafter made in or to the Vessel (together, the “Mortgaged Property”); TO HAVE AND TO HOLD the same unto the TrusteeMortgagee, its successors and assigns forever upon the terms herein set forth for the enforcement of the Obligations. Provided only and the condition of these presents is such that if all of the Obligations secured by this Mortgage have terminated or have been performed in full as and when the same shall become due and payable in accordance with the terms of the Subsidiary Guaranty and this Mortgage and shall observe and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty and this Mortgage expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud to its and according its successors’ and assigns’ own use and behoof on the terms and subject to the true intent conditions of this Mortgage PROVIDED only, and meaning thereofthe conditions of this Mortgage are such that, if the Mortgagee confirms to the Shipowner that the Shipowner indefeasibly shall have paid, or have caused to be paid, in full the Indebtedness to the Mortgagee on or prior to the Final Discharge Date, and shall have performed, observed and complied with all of the other Shipowner’s Obligations, then these presents this Mortgage and the rights hereunder under this Mortgage shall cease, determine and be void but otherwise to be and shall remain in full force and effect and, in such event, the Trustee agrees to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effect. 3.02 (b) The Owner Shipowner covenants and agrees with the Mortgagee that the Mortgaged Property shall remain liable to perform all be held by the obligations assumed by it in relation Shipowner subject to the Rig further covenants, conditions, provisions, terms, and none of uses set out in this Mortgage, the Secured Creditors shall be under Project Facilities Agreement, any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by Acceptable Charter to which the Owner to perform its obligations in respect thereofVessel is subject and the other Finance Documents.

Mortgage. 3.01 In order consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the Obligationspayment of the Secured Indebtedness and to secure the performance and observance of and compliance with the covenants, terms and conditions contained in this Mortgage and the performance of and compliance with conditions of the Loan Agreement and the other Loan Documents, the Owner has granted, conveyed and mortgaged mortgaged, and does by these presents grant, convey and mortgage unto mortgage, to and in favor of the TrusteeMortgagee, its successors and assignsfor the benefit of the Secured Parties, the whole of the Rig Vessels, together with (i) all of the boilers, engines, machinery, masts, rigging, boats, anchors, chains, cables, tackle, apparel, spare gear, fuel, consumable or other stores, equipment and all other appurtenances thereto appertaining or belonging to the Vessels, whether now owned or hereafter acquired, whether on board or not, (ii) all additions, improvements and replacements hereafter made in or to the Vessels, or any part thereof, except such equipment and stores that, when placed aboard the Vessels, do not become the property of the Owner and leased equipment not belonging to the Owner, and (iii) all logs, books and records pertaining to the use and operation of the Vessels, TO HAVE AND TO HOLD the same unto the TrusteeMortgagee, its successors and assigns forever for the benefit of the Secured Parties, forever, upon the terms herein set forth in this Mortgage for the enforcement of the Obligations. Provided only and the condition of these presents is such that if all payment of the Obligations secured by this Mortgage have terminated or have been performed in full as Secured Indebtedness and when to secure the same shall become due performance and payable in accordance with the terms observance of the Subsidiary Guaranty and this Mortgage and shall observe and comply compliance with the covenants, terms and conditions contained in this Mortgage, the Subsidiary Guaranty Loan Agreement and the other Loan Documents; PROVIDED, HOWEVER, and the conditions of these presents are such that the Mortgagee agrees that the liens created by this Mortgage expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the estate and rights hereunder hereby granted shall cease, determine and be void terminate upon the Termination Date, and in such event, at the expense of the Owner, the Mortgagee agrees to execute all such documents as the Owner may reasonably request to discharge this Mortgage under the laws of the United States of America; otherwise to be and remain in full force and effect and, in such event, the Trustee agrees to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effect. 3.02 The Owner shall remain liable to perform all the obligations assumed by it in relation to the Rig and none of the Secured Creditors shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereof.

Mortgage. 3.01 In order to secure the Obligations, Obligations the Owner has granted, conveyed and mortgaged and does by these presents grant, convey and mortgage unto the Trustee, its successors and assigns, the whole of the Rig TO HAVE AND TO HOLD the same unto the Trustee, its successors and assigns forever upon the terms herein set forth for the enforcement of the Obligations. Provided only and the condition of these presents is such that if all of the Obligations secured by this Mortgage have terminated or have been performed in full as and when the same shall become due and payable in accordance with the terms of the Subsidiary Guaranty and this Mortgage and shall observe and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty and this Mortgage expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder shall cease, determine and be void otherwise to be and remain in full force and effect and, in such event, the Indenture Trustee agrees to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effect. 3.02 The Owner shall remain liable to perform all the obligations assumed by it in relation to the Rig and none of the Secured Creditors shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereof.

Mortgage. 3.01 In order to secure the Obligationspayment of the Secured Indebtedness and to secure the performance and observance of and compliance with the covenants, terms and conditions contained in this Mortgage, the Credit Agreement, the Note and the Security Documents, the Owner has granted, conveyed and mortgaged and does by these presents grant, convey and mortgage unto the Indenture Trustee, its successors and assigns, the whole of the Rig TO HAVE AND TO HOLD the same unto the Indenture Trustee, its successors and assigns forever upon the terms herein set forth for the enforcement of the Obligationspayment of the Secured Indebtedness and to secure the performance and observance of, and compliance with, the covenants, terms and conditions contained in this Mortgage, the Credit Agreement, the Note and the Security Documents. Provided only and the condition of these presents is such that if all of the Obligations secured by this Mortgage have terminated Owner or have been performed its successors and assigns shall pay or cause to be repaid in full to the Indenture Trustee, the Lenders and their respective successors or assigns the Secured Indebtedness as and when the same shall become due and payable in accordance with the terms of the Subsidiary Guaranty Credit Agreement, the Note, the Security Documents and this Mortgage and shall observe and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty Credit Agreement, the Note, the Security Documents and this Mortgage expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder shall cease, determine and be void otherwise to be and remain in full force and effect and, in such event, the Indenture Trustee agrees by accepting this Mortgage to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effect. 3.02 The Owner shall remain liable to perform all the obligations assumed by it in relation to the Rig and none neither the Indenture Trustee, nor the Agent, nor any of the Secured Creditors Lenders shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereof.

Mortgage. 3.01 In order to To secure the full and timely payment of the Indebtedness and the full and timely performance and discharge of the Obligations, the Owner has granted, conveyed and mortgaged and Grantor does by these presents grantspecifically mortgage, convey affect and mortgage hypothecate, collaterally assign, pledge and grant a continuing security interest upon, unto the Trustee, its successors and assigns, the whole in favor of Grantee any and all of the Rig TO HAVE AND TO HOLD Mortgaged Property for the same unto purpose of securing the TrusteeIndebtedness and Obligations up to the Maximum Amount, subject only to the Permitted Encumbrances. To secure the full and timely payment of the Indebtedness and the full and timely performance at the Obligations, Grantor does hereby bind itself, its successors and assigns to warrant and forever upon defend the terms herein set forth for title to the enforcement of Mortgaged Property unto Grantee against every person whomsoever lawfully claiming or to claim the Obligations. Provided only and same or any part thereof, other than claims arising pursuant to the condition of these presents is such Permitted Encumbrances, provided, however, that if all of Grantor shall pay (or cause to be paid) the Obligations secured by this Mortgage have terminated or have been performed in full Indebtedness as and when the same shall become due and payable in accordance with the terms of the Subsidiary Guaranty and this Mortgage and shall observe perform and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty and this Mortgage expressed discharge (or implied cause to be performed, observed or complied with by performed and on discharged) the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereofObligations, then these presents the liens, security interests, estates and rights granted by the rights hereunder Security Instruments shall ceaseterminate, determine and be void otherwise to be and same shall remain in full force and effect and, in such event, the Trustee agrees effect. The reference to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it Permitted Encumbrances hereinabove is not intended that any provision to be an acknowledgment, adoption or ratification by Grantor or Grantee (by its acceptance of this Mortgage) that such Permitted Encumbrances are enforceable or binding against the Mortgaged Property or against the rights of Grantee hereunder, nor is it intended that this Mortgage, the Mortgaged Property or the rights of Grantee hereunder shall be subject to, or encumbered by, any Permitted Encumbrance except to the extent that, in each case, this Mortgage, the Mortgaged Property, or the rights of Grantee hereunder, without any reference herein to such Permitted Encumbrance, would be as a matter of law subject to, or encumbered by, such Permitted Encumbrance. This Mortgage shall waive has been executed by Grantor pursuant to Article 3298 of the preferred status Louisiana Civil Code for the purpose of securing the Indebtedness and performance of the Obligations that may now be existing and/or that may arise in the future as provided herein, with the preferences and priorities provided under applicable Louisiana law. However, nothing under this Mortgage and that if any provision or part thereof herein shall be construed as waiving limiting the preferred status duration of this Mortgage then such provision shall to such extent or the purpose or purposes for which the Indebtedness may be void and of no effectrequested or extended. 3.02 The Owner shall remain liable to perform all the obligations assumed by it in relation to the Rig and none of the Secured Creditors shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereof.

Mortgage. 3.01 In order to secure the Obligations, Obligations the Owner has granted, conveyed and mortgaged and does by these presents grant, convey and mortgage unto the Trustee, its successors and assigns, the whole of the Rig TO HAVE AND TO HOLD the same unto the Trustee, its successors and assigns forever upon the terms herein set forth for the enforcement of the Obligations. Provided only and the condition of these presents is such that if all of the Obligations secured by this Mortgage have terminated or have been performed in full as and when the same shall become due and payable in accordance with the terms of the Credit Agreement, the Subsidiary Guaranty and this Mortgage and the Owner and its successors and assigns shall observe and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty and this Mortgage expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder shall cease, determine and be void otherwise to be and remain in full force and effect and, in such event, the Trustee agrees to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effect. 3.02 The Owner shall remain liable to perform all the obligations assumed by it in relation to the Rig and none of the Secured Creditors shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereof.

Mortgage. 3.01 3.1 In consideration of the premises and in order to secure by this Mortgage the Obligationsrepayment to the Mortgagee of the Loan plus interest at the rate set forth in the Loan Agreement and the payment of all such other sums as may hereafter from time to time and at any other time form part of the Outstanding Indebtedness and to secure the performance and observance of and compliance with the covenants terms and conditions herein contained, the Owner has granted, conveyed in accordance with the provisions of Chapter V Title IV of Book Second of the Code of Commerce of the Republic of Panama and mortgaged of the pertinent provisions of the Civil Code and does by these presents grant, convey other legislation of the Republic of Panama hereby executes and mortgage unto the Trustee, its successors and assigns, constitutes a Third Preferred Naval Mortgage on the whole of the Rig TO HAVE AND TO HOLD Vessel in favour of the Mortgagee subject to the rights of the Prior Mortgagee under the Prior Mortgages to have and to hold the same unto the Trustee, Mortgagee its successors and assigns forever upon the terms herein set forth for the enforcement of the Obligations. forth, Provided only Only and the condition of these presents is such that if all of the Obligations secured by this Mortgage have terminated Owner its successors and assigns shall pay or have been performed in full cause to be paid to the Mortgagee its successors or assigns the Outstanding Indebtedness as and when the same shall become due and payable in accordance with the terms of the Subsidiary Guaranty Loan Agreement and this Mortgage and shall observe and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty Loan Agreement and this Mortgage contained expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder shall cease, cease determine and be void otherwise to be and remain in full force and effect andthe Mortgagee will, in such event, the Trustee agrees to execute and record at the expense request and cost of the Owner, all execute a release in such documents form as the Owner may reasonably require to discharge require, of the security created by this Mortgage. Notwithstanding anything to . 3.2 It is declared and agreed that the contrary herein it is not intended that any provision of security created by this Mortgage shall waive be held by the preferred status Mortgagee as a continuing security for the payment of this Mortgage the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants terms and conditions contained in the Security Documents and that if the security so created shall not be satisfied by any provision intermediate payment or satisfaction of any part thereof herein of the amount hereby and thereby secured and that the security so created shall be construed as waiving in addition to and shall not in any way be prejudiced or affected by any collateral or other security now or hereafter held by the preferred status Mortgagee for all or any part of this Mortgage then such provision the moneys hereby and thereby secured and that every power and remedy given to the Mortgagee hereunder shall be an addition to such extent be void and not a limitation of no effect. 3.02 The Owner shall remain liable to perform any and every other power or remedy vested in the Mortgagee under any of the other Security Documents or at law and that all the obligations assumed by it powers so vested in relation the Mortgagee may be exercised from time to time and as often as the Rig and none of the Secured Creditors shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereofMortgagee may deem expedient.

Mortgage. 3.01 In order the event the Buyer wishes to secure receive a loan from a financial institution for the Obligationspurpose of financing part of the price of the Property, the Owner has grantedBuyer shall be entitled to act in the said manner subject to the following provisions: 17.1. The loan amounts shall be paid to the Project Account by the Vouchers Register that will be deposited with the Buyer and solely by the said vouchers. 17.2. The Buyer shall receive the loan by the same financial institution under the conditions customary in that institution, conveyed and mortgaged the Buyer shall be responsible for inquiring and does understanding the entire terms of the loan, including interests, linkage, payments, guarantees, securities, early repayment etc. The Buyer is aware that the loan is provided by these presents grantthe financial institution according to criteria and considerations that were set out solely by the financial institution and therefore the provisions set forth in this Agreement in general and in particular not the provisions set forth in this Section shall not constitute any undertaking on behalf of the Seller that the Buyer will receive a loan and/or shall not give rise to justified grounds for a delay of the payments specified in Appendix C. 17.3. The Buyer will sign an irrevocable instruction to the financial institution to transfer the loan amounts to the Seller by the Project Account, convey as stated in Section 18.4 hereunder. The Buyer affirms that it is aware of the said and mortgage unto that only the Trustee, its successors date of receipt and assignspayment of the loan amount by the Seller from the financial institution shall be deemed as the actual payment date on account of the Consideration. In addition, the whole Buyer declares that it is aware that the transfer date of the Rig TO HAVE AND TO HOLD loan amount to the same unto Project Account is under its sole responsibility and the TrusteeBuyer is obligated to assure that the said amount will be transferred in accordance with the dates specified in Appendix C. 17.4. The Buyer affirms and agrees the that the prerequisites for the approval of the Seller to sign an Undertaking Letter for the purpose of taking a loan by the Buyer from a financial institution (hereinafter: the "Undertaking Letter") and provision of the security for the purpose of assuring payment that is paid from the loan amounts or the signing of the Seller's Undertaking Letter for the purpose of providing a security as aforesaid constitute signing of the power of attorney and its provision to the Seller, payment of at least 30% of the price of the Property to the Seller from the Buyer's own funds, the signature of the Buyer on an irrevocable letter of instructions regarding the transfer of the funds due to the Buyer in accordance with the security to the financial institution according to the form prescribed by the Bank (hereinafter: the "Buyer's Instructions") and that the entire loan amounts will be paid directly to the Project Account by the Payments Voucher and that the financial institution shall grant its successors approval for cancellation of the security and assigns forever upon the terms herein return of any security provided by the financial institution to the Seller, to the extent that this Agreement is terminated and subject to the return to the financial institution of all the payments that were paid directly by the financial institution to the Seller and that are due to the Buyer in accordance with this Agreement and shall grant its prior and written approval for the exclusion of caveats regarding the Seller's rights in the Property within the framework of the registration of a condominium and/or the registration of the Property in the name of the Seller in accordance with the provisions set forth in this Agreement. 17.5. The Seller shall sign an Undertaking Letter in the form that is customary in the financial institution that provided a loan to the Buyer subject to making customary amendments in the Undertaking Letter by the Seller and on the condition that the said Undertaking Letter shall not impose on the Seller undertakings in contravention of this Agreement and the that sums of the loan will be transferred directly to the Seller in accordance with the provisions set forth in sub-section 17.1 above. In the event the Buyer took a loan from more than one financial institution, the Seller shall not sign any Undertaking Letter before obtaining the approval of the financial institution that provided the first loan, according to the loan date, to register the mortgage in favor of the second financial institution in an equal level of priority. 17.6. In the event the Seller signs the Undertaking Letter, the Buyer undertakes to pay all fees, expenses and payments in connection with the registration of the caveat and/or the mortgage and/or the pledge and all other fees, expenses and payments required for the enforcement purpose of approving and obtaining the loan and the registration of the Obligations. Provided only mortgage, the pledge and the condition of these presents is such that if all of the Obligations secured by this Mortgage have terminated or have been performed in full as and when the same shall become due and payable caveats in accordance with the terms set forth by the financial institution that provided the loan. 17.7. The aforesaid and/or the ability and/or the inability of the Subsidiary Guaranty Buyer to receive a loan shall not derogate and/or detract from the undertaking of the Buyer to make full and timely payment of the Consideration. 17.8. The declarations and undertakings of the Buyer in accordance with this Mortgage and Section shall observe and comply with the covenants, terms and constitute fundamental conditions contained in the Subsidiary Guaranty Agreement and this Mortgage expressed their breach or implied to be performed, observed or complied with by and on the part breach of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder any thereof shall cease, determine and be void otherwise to be and remain in full force and effect and, in such event, the Trustee agrees to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it is not intended that any provision constitute a fundamental breach of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effect. 3.02 The Owner shall remain liable to perform all the obligations assumed by it in relation to the Rig and none of the Secured Creditors shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure Agreement by the Owner to perform its obligations in respect thereofBuyer.

Mortgage. 3.01 3.1 In consideration of the premises and in order to secure by this Mortgage the Obligationsrepayment of the Loan plus interest at the rate set forth in the Loan Agreement and the payment of all such other sums as may hereafter from time to time and at any other time form part of the Outstanding Indebtedness and to secure the performance and observance of and compliance with the covenants terms and conditions herein contained, the Owner has granted, conveyed in accordance with the provisions of Chapter V Title IV of Book Second of the Code of Commerce of the Republic of Panama and mortgaged of the pertinent provisions of the Civil Code and does by these presents grant, convey other legislation of the Republic of Panama hereby executes and mortgage unto the Trustee, its successors and assigns, constitutes a Second Preferred Naval Mortgage on the whole of the Rig TO HAVE AND TO HOLD Vessel in favour of the Trustee (as trustee for the Beneficiaries) subject to the rights of the Prior Mortgagee under the Prior Mortgage to have and to hold the same unto the Trustee, Trustee its successors and assigns forever upon the terms herein set forth for the enforcement of the Obligations. forth, Provided only Only and the condition of these presents is such that if all of the Obligations secured by this Mortgage have terminated Owner its successors and assigns shall pay or have been performed in full cause to be paid to the Beneficiaries the Outstanding Indebtedness as and when the same shall become due and payable in accordance with the terms of the Subsidiary Guaranty Loan Agreement and this Mortgage and shall observe and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty Loan Agreement and this Mortgage contained expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder shall cease, cease determine and be void otherwise to be and remain in full force and effect and, in such event, the Trustee agrees to execute and record will, at the expense request and cost of the Owner, all execute a release in such documents form as the Owner may reasonably require to discharge require, of the security created by this Mortgage. Notwithstanding anything to . 3.2 It is declared and agreed that the contrary herein it is not intended that any provision of security created by this Mortgage shall waive be held by the preferred status Trustee as a continuing security for the payment of this Mortgage the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants terms and conditions contained in the Security Documents and that if the security so created shall not be satisfied by any provision intermediate payment or satisfaction of any part thereof herein of the amount hereby and thereby secured and that the security so created shall be construed as waiving in addition to and shall not in any way be prejudiced or affected by any collateral or other security now or hereafter held by the preferred status Trustee for all or any part of this Mortgage then such provision the moneys hereby and thereby secured and that every power and remedy given to the Trustee hereunder shall be an addition to such extent be void and not a limitation of no effect. 3.02 The Owner shall remain liable to perform any and every other power or remedy vested in the Trustee under any of the other Security Documents or at law and that all the obligations assumed by it powers so vested in relation the Trustee may be exercised from time to time and as often as the Rig and none of the Secured Creditors shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereofTrustee may deem expedient.

Mortgage. 3.01 (1) In consideration of the premises and in order to secure by this Mortgage the Obligationsrepayment to the Mortgagee of the Loan plus interest at the rate set forth in the Loan Agreement and the payment of all such other sums as may hereafter from time to time and at any other time form part of the Outstanding Indebtedness and to secure the performance and observance of and compliance with the covenants terms and conditions herein contained, the Owner has granted, conveyed in accordance with the provisions of Chapter V Title IV of Book Second of the Code of Commerce of the Republic of Panama and mortgaged of the pertinent provisions of the Civil Code and does by these presents grant, convey other legislation of the Republic of Panama hereby executes and mortgage unto the Trustee, its successors and assigns, constitutes a Second Preferred Naval Mortgage on the whole of the Rig TO HAVE AND TO HOLD Vessel in favour of the Mortgagee, subject to the Prior Mortgage, to have and to hold the same unto the Trustee, Mortgagee its successors and assigns forever upon the terms herein set forth for the enforcement of the Obligations. Provided only forth, PROVIDED ONLY and the condition of these presents is such that if all of the Obligations secured by this Mortgage have terminated Owner its successors and assigns shall pay or have been performed in full cause to be paid to the Mortgagee its successors or assigns the Outstanding Indebtedness as and when the same shall become due and payable in accordance with the terms of the Subsidiary Guaranty Loan Agreement and this Mortgage and shall observe and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty Loan Agreement and this Mortgage contained expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder shall cease, cease determine and be void otherwise to be and remain in full force and effect andthe Mortgagee will, in such event, the Trustee agrees to execute and record at the expense request and cost of the Owner, all execute a release in such documents form as the Owner may reasonably require to discharge require, of the security created by this Mortgage. Notwithstanding anything to . (2) It is declared and agreed that the contrary herein it is not intended that any provision of security created by this Mortgage shall waive be held by the preferred status Mortgagee as a continuing security for the payment of this Mortgage the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants terms and conditions contained in the Security Documents and that if the security so created shall not be satisfied by any provision intermediate payment or satisfaction of any part thereof herein of the amount hereby and thereby secured and that the security so created shall be construed as waiving in addition to and shall not in any way be prejudiced or affected by any collateral or other security now or hereafter held by the preferred status Mortgagee for all or any part of this Mortgage then such provision the moneys hereby and thereby secured and that every power and remedy given to the Mortgagee hereunder shall be an addition to such extent be void and not a limitation of no effect. 3.02 The Owner shall remain liable to perform any and every other power or remedy vested in the Mortgagee under any of the other Security Documents or at law and that all the obligations assumed by it powers so vested in relation the Mortgagee may be exercised from time to time and as often as the Rig and none of the Secured Creditors shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereofMortgagee may deem expedient.

Mortgage. 3.01 In order to secure (If, in the Obligationsreasonable opinion of Lender, any such state, federal, municipal or other governmental law, order, rule or regulation prohibits Borrower from making, in any form or method, such payment or would penalize Lender or any Deed of Trust Trustee if Borrower makes such payment or if, in the reasonable opinion of Lender, the Owner has grantedmaking of such payment might result in the imposition of interest beyond the Maximum Amount, conveyed Borrower shall prepay a portion of the Loan equal to the Allocated Loan Amount with respect to the affected Individual Property, such prepayment to be applied to the Allocated Loan Amount for such Individual Property together with (x) interest thereon to the immediately succeeding Payment Date or (y) accrued interest thereon, if such prepayment is made on a Payment Date. Such prepayment shall be made on the date that is 120 days after such change in law, and mortgaged failure to pay such amounts on the date due shall be an Event of Default.) All funds deposited in the Cash Collateral Account relating to the Basic Carrying Costs shall be held by Lender pursuant to the provisions of this Agreement and does by these presents grantshall be applied in payment of the foregoing charges when and as payable, convey provided that no Event of Default shall have occurred and mortgage unto the Trustee, its successors and assignsbe continuing. Should an Event of Default occur, the whole proceeds on deposit in the Basic Carrying Costs Sub-Account may be applied by Lender in payment of any Basic Carrying Costs for all or any portion of the Rig TO HAVE AND TO HOLD Mortgaged Property as Lender in its sole discretion may determine; provided, however, that after the same unto Securitization Closing Date Lender shall not apply the Trustee, its successors and assigns forever upon the terms herein set forth for the enforcement proceeds of the Obligations. Provided only and the condition of these presents is Basic Carrying Costs Sub-Account as aforesaid unless Lender receives notice from Servicer or becomes aware that Servicer shall not be advancing such that if all of the Obligations secured by this Mortgage have terminated or have been performed in full as and when the same shall become due and payable in accordance with shortfall pursuant to the terms of the Subsidiary Guaranty its pooling and this Mortgage servicing agreement; and shall observe and comply with the covenantsprovided, terms and conditions contained in the Subsidiary Guaranty and this Mortgage expressed or implied to be performedfurther, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder shall cease, determine and be void otherwise to be and remain in full force and effect and, in that no such event, the Trustee agrees to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein application shall be construed deemed to have been made by operation of law or otherwise until actually made by Lender as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effectherein provided. 3.02 The Owner shall remain liable to perform all the obligations assumed by it in relation to the Rig and none of the Secured Creditors shall be under any obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereof.

Mortgage. 3.01 In order 4.1 By way of security for the Obligations the Owner with full title guarantee hereby mortgages and charges and agrees to secure mortgage and charge to and in favor of the ObligationsMortgagee all its rights, title and interest, present and future, to and in the Rig. 4.2 The Owner covenants with the Mortgagee that it will not at any time during the Credit Facility Period without the previous consent in writing of the Mortgagee (and then only subject to such terms as the Mortgagee may impose): (a) create or suffer the creation of any Security Interest on or in respect of the Rig or any share therein in favor of any person other than the Mortgagee or unless the same is being contested in good faith by proceedings diligently conducted in relation to which the Owner has grantedestablished an adequate reserve; or (b) sell, conveyed and mortgaged and does by these presents grant, convey and mortgage unto the Trustee, its successors and assigns, the whole agree to sell or otherwise dispose of the Rig TO HAVE AND TO HOLD the same unto the Trustee, its successors and assigns forever upon the terms herein set forth for the enforcement of the Obligations. Provided only and the condition of these presents is such that if all of the Obligations secured by this Mortgage have terminated or have been performed in full as and when the same shall become due and payable in accordance with the terms of the Subsidiary Guaranty and this Mortgage and shall observe and comply with the covenants, terms and conditions contained in the Subsidiary Guaranty and this Mortgage expressed or implied to be performed, observed or complied with by and on the part of the Owner and its successors and assigns, all without delay or fraud and according to the true intent and meaning thereof, then these presents and the rights hereunder shall cease, determine and be void otherwise to be and remain in full force and effect and, in such event, the Trustee agrees to execute and record at the expense of the Owner, all such documents as the Owner may reasonably require to discharge this Mortgage. Notwithstanding anything to the contrary herein it is not intended that any provision of this Mortgage shall waive the preferred status of this Mortgage and that if any provision or part thereof herein shall be construed as waiving the preferred status of this Mortgage then such provision shall to such extent be void and of no effectshare therein. 3.02 4.3 The Owner shall remain liable to perform all the obligations assumed by it in relation to the Rig and none of the Secured Creditors Mortgagee shall be under any no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Owner to perform its obligations in respect thereof. 4.4 On the date on which the Credit Agreement and all Letters of Credit shall have been terminated, when no Note remains outstanding and all Obligations shall have been irrevocably paid in full, the Mortgage and this Deed of Covenants shall terminate, and the Mortgagee at the request and expense of the Owner, will execute and deliver to the Owner a proper instrument or instruments acknowledging the satisfaction and termination of the Mortgage and this Deed of Covenants, and will duly assign, transfer and deliver to the Owner (without recourse and without any representation or warranty) such of the Rig as may remain in the possession of the Mortgagee together with any moneys at the time held by the Mortgagee hereunder.