ASSETFINANCE DECEMBER (A) LIMITED: Carichi

In favour of chase manhattan international limited as security agent and trustee for the senior creditors (as defined) and the lessors (as defined) (1)the senior debt, subject to clause 11.2, clause 11.4, clause 27.3(iii) and clause 27.4(b) of the intercreditor agreement all present and future liabilities (actual or contingent) payable or owing by the obligors to the senior creditors under or in connection with the senior finance documents (as defined), (2)the lease debt, all present and future liabilities (actual or contingent) payable or owing by the obligors to the lessors under or in connection with the lease finance documents (as defined) and (3) the subordinated debt, all present and future liabilities (actual or contingent) payable or owing by the obligors to the subordinated creditors (as defined) under or in connection with the subordinated debt documents or in connection with treasury debt and all indemnity rights

All monies due or to become due from the company to the chargee under the chattel mortgage under and in accordance with clause 4 (sales representative) of the direct agreement

All or any obligations and liabilities of the company to the chargee to apply or to procure the application of relevant proceeds under or pursuant to the provisions of clauses 15.2(b),19.3(b),21.3(b),24 and schedule 6 of the lease and to sell the vessel or to execute a purchase contract transfer under or pursuant to clause 23 of the lease and under this mortgage

All or any obligations and liabilities of the company to the chargee to apply or to procure the application of relevant proceeds under or pursuant to the provisions of clauses 15.2(b),19.3(b),21.3(b),24 and schedule 6 of the lease and to sell the vessel or to execute a purchase contract transfer under or pursuant to clause 23 of the lease and under this mortgage