DATED: 12th NOVEMBER 2024 ULTRA ONE SHIPPING LTD KAMSARMAX ONE SHIPPING LTD (THE “BORROWERS”) -AND- THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE I (THE “LENDERS”) EUROBANK S.A. (THE “ARRANGER”) EUROBANK S.A. (THE “ACCOUNT BANK”) EUROBANK...

(1)

(a) ULTRA ONE SHIPPING LTD, a corporation incorporated in accordance with the laws of the Republic of Liberia whose registered address is situated at 80, Broad Street, Monrovia, Liberia (“Borrower A”); and

(b)

KAMSARMAX ONE SHIPPING LTD, a corporation incorporated in accordance with the laws of the Republic of Marshall Islands whose registered address is situated at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (“Borrower B” and together with Borrower A, the “Borrowers” and each one of them, a “Borrower”);

(2)

THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as lenders (the “Lenders”);

(3)

EUROBANK S.A., a banking société anonyme duly incorporated under the laws of Greece, having its registered office at 8, Othonos Street, Athens, Greece acting as arranger through its branch at 83 Akti Miaouli & 1, Flessa Street, Piraeus 185 38, Greece (the “Arranger”);

(4)

EUROBANK S.A., a banking société anonyme duly incorporated under the laws of Greece, having its registered office at 8, Othonos Street, Athens, Greece acting as account bank through its branch at 83 Akti Miaouli & 1, Flessa Street, Piraeus 185 38, Greece (the “Account Bank”);

(5)

EUROBANK S.A., a banking société anonyme duly incorporated under the laws of Greece, having its registered office at 8, Othonos Street, Athens, Greece acting as agent through its branch at 83 Akti Miaouli & 1, Flessa Street, Piraeus 185 38, Greece (the “Agent”); and

(6)

EUROBANK S.A., a banking société anonyme duly incorporated under the laws of Greece, having its registered office at 8, Othonos Street, Athens, Greece acting as security trustee through its branch at 83 Akti Miaouli & 1, Flessa Street, Piraeus 185 38, Greece (the “Security Trustee”).

1.

PURPOSE, DEFINITIONS AND INTERPRETATION

1.1

Purpose

1.2

Definitions.

(a)

one point ninety per cent (1.90%) per annum on the amount of the Loan outstanding as the same may be reduced by the Sustainability Pricing Adjustment in accordance with Clause 5.10 (Sustainability Pricing Adjustment); or

(b)

if a Cash Collateral is standing to the credit of the Cash Collateral Account:

(i)

zero point sixty five per cent (0.65%) per annum on the amount of the Loan which is equivalent to the Cash Collateral standing to the credit of the Cash Collateral Account at any relevant time (on a dollar for dollar basis for the same rollover period as the Loan) and pledged in favour of the Lenders or the Security Trustee; and

(ii)

one point ninety per cent (1.90%) per annum on the amount of the Loan outstanding minus the Cash Collateral, as the same may be reduced in accordance with Clause 5.10 (Sustainability Pricing Adjustment);

(a)

the Latest Permissible Drawdown Date or such later date as the Lenders may agree with the Borrowers; or

(b)

if earlier, the date on which the Commitment is fully borrowed, cancelled or terminated;

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b)

in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation;

(a)

(a)     the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel II: International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 as amended, supplemented or restated; and

(b)

(b)     any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel II";

(a)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b)

the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III";

(a)

all freight, hire and passage moneys, compensation payable to owner of that Ship or (as the case may be) to the Security Trustee pursuant to the General Assignment in the event of requisition of that Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship;

(b)

all moneys which are at any time payable under Insurances in respect of loss of earnings;

(c)

contributions of any nature whatsoever in respect of general average; and

(d)

if and whenever a Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship;

(a)

any release of Environmentally Sensitive Material from a Ship; or

(b)

any incident in which Environmentally Sensitive Material is released from a vessel other than a Ship and which involves a collision between that Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which that Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or that Ship or the relevant Borrower owning that Ship and/or any operator or manager is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)

any other incident in which Environmentally Sensitive Material is released otherwise than from a Ship and in connection with which that Ship is actually or potentially liable to be arrested and/or where the relevant Borrower owning that Ship and/or any operator or manager of that Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action;

(a)

sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b)

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c)

any agreement pursuant to the implementation of any treaty, law, regulation or other official guidance referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

(a)

this Agreement;

(b)

the Agency and Trust Deed;

(c)

the Guarantee;

(d)

the Accounts Pledges;

(e)

the Mortgages;

(f)

the General Assignments;

(g)

any Charter Assignments;

(h)

the Approved Manager’s Undertakings;

(i)

the Guarantor’s Undertaking-Assignments; and

(j)

any other document (whether creating a Security Interest or not) which is executed at any time by the Borrowers or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders under this Agreement or any of the documents referred to in this definition;

(a)

for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

(b)

under any loan stock, bond, note or other security issued by the debtor;

(c)

under any acceptance credit, guarantee or letter of credit facility made available to the debtor;

(d)

under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

(e)

under any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or

(f)

under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within (a) to (e) if the references to the debtor referred to the other person;

(a)

all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, which are effected in respect of that Ship, the Earnings or otherwise in relation to that Ship whether before, on or after the date of this Agreement; and

(b)

all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium;

(a)

either:

(b)

the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan;

(a)

either:

(b)

the applicable Term SOFR (as of the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan;

(a)

a bank or financial institution listed in Schedule 1 and acting through its branch indicated in Schedule 1 (or through another branch notified to the Borrowers under Clause 26.14), its successor or assign, unless it has delivered a Transfer Certificate or Certificates covering the entire amounts of its Commitment and its Contribution; and

(b)

the holder for the time being of a valid Transfer Certificate;

(a)

before the Loan has been made, Lenders whose Commitments are equal to or greater than 66 ⅔ per cent of the Total Commitments; and

(b)

after the Loan has been made, Lenders whose Contributions are equal to or greater than 66 ⅔ per cent of the Loan;

(a)

the business, operations, property, condition (financial or otherwise) or prospects of any Borrower or any other Security Party (other than the Approved Manager); or

(b)

the ability of any Borrower or any other Security Party (other than the Approved Manager), to perform its respective obligations under the Finance Documents to which it is a party; or

(c)

the validity or enforceability of, or the effectiveness or ranking of, any Security Interest granted pursuant to any of the Finance Documents or the rights or remedies of any Creditor Party under any of the Finance Documents;

(a)

Security Interests created by the Finance Documents;

(b)

liens for unpaid crew’s wages in accordance with usual maritime practice;

(c)

liens for salvage;

(d)

liens arising by operation of law for not more than 2 months’ prepaid hire under any charter in relation to a Ship not prohibited by this Agreement;

(e)

liens for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the owner of such Ship in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 14.12(h);

(f)

any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where a Borrower is prosecuting or defending such action in good faith by appropriate steps; and

(g)

Security Interests arising by operation of law in respect of taxes which are not overdue for payment other than taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made;

(a)

the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

(b)

as otherwise determined pursuant to Clause 7,

A.

(a)     its jurisdiction of incorporation;

B.

(b)     any jurisdiction where any Charged Property owned by it is situated;

C.

(c)     any jurisdiction where it conducts its business; and

D.

(d)     any jurisdiction whose laws govern the perfection of any of the Finance Documents entered into by it;

(a)

listed on, owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List; or

(b)

located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a Sanctioned Country; or

(c)

otherwise a target of Sanctions ("target of Sanctions" signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities or against whom Sanctions are otherwise directed);

(a)

the United States government;

(b)

the United Nations Security Council;

(c)

the European Union or its member states ;

(d)

the United Kingdom; or

(e)

the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, and Her Majesty's Treasury (HMT);

(a)

any mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind;

(b)

the rights of the plaintiff under an action in rem in which the vessel concerned has been arrested or a writ has been issued or similar step taken; and

(c)

any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution;

(a)

the m.v. «ALEXANDROS P.», of gross registered tons 35812 and 21224 net registered tons, or thereabouts, built in 2017, and duly documented in the name of Borrower A under the laws of the Republic of Liberia with official number 17150 (“Ship A”);

(b)

the m.v. «XENIA», of gross registered tons 44190 and 27620 net registered tons, or thereabouts, built in 2016, and duly documented in the name of Borrower B under the laws of the Republic of the Marshall Islands with official number 6752 (“Ship B”);

(a)

actual, constructive, compromised, agreed or arranged total loss of a Ship;

(b)

any expropriation, confiscation, requisition or acquisition of a Ship, whether for full consideration, a consideration less than her proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority, excluding a requisition for hire unless she is within 40 days redelivered to the full control of such Ship’s owner;

(c)

any arrest, capture, seizure or detention of a Ship unless she is within 40 days redelivered to the full control of such Ship’s owner;

(d)

any hijacking or theft of a Ship unless she is within 6 months redelivered to the full control of such Ship’s owner;

(a)

in the case of an actual loss of a Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of a Ship, the earliest of:

(i)

the date on which a notice of abandonment is given to the insurers; and

(ii)

the date of any compromise, arrangement or agreement made by or on behalf of such Ship’s owner, with that Ship's insurers in which the insurers agree to treat that Ship as a total loss; and

(c)

in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred, provided that the Agent shall notify such Ship’s owner of such date as soon as practicable;

(a)

a Saturday or a Sunday; and

(b)

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities;

(a)

any Borrower which is resident for tax purposes in the United States of America; or

(b)

a Security Party some or all of whose payments under the Finance Documents are from sources within the United States for US Federal income tax purposes;

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b)

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere;

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or Affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation; and

(c)

in relation to any UK Bail-In Legislation:

(i)

(i)     any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or Affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that UK Bail-In Legislation.

1.3

Construction of certain terms. In this Agreement:

1.4

Meaning of “month”. A period of one or more “months” ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started (“the numerically corresponding day”), but:

(a)

on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or

(b)

on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;

1.5

Meaning of “subsidiary”. A company (S) is a subsidiary of another company (P) if:

(a)

a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or

(b)

P has direct or indirect control over a majority of the voting rights attached to the issued shares of S; or

(c)

P has the direct or indirect power to appoint or remove a majority of the directors of S; or

(d)

P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P;

1.6

General Interpretation.

(a)

In this Agreement:

(i)

references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise;

(ii)

references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise; and

(iii)

words denoting the singular number shall include the plural and vice versa.

(b)

Clauses 1.1 to 1.5 and paragraph (a) of this Clause 1.6 apply unless the contrary intention appears.

(c)

References in Clause 1.2 to a document being in the form of a particular Schedule or Appendix include references to that form with any modifications to that form which the Agent (with the authorisation of the Majority Lenders in the case of substantial modifications) approves or reasonably requires.

(d)

The clause headings shall not affect the interpretation of this Agreement.

(e)

This Agreement contains the entire agreement of the parties and its provisions supersede the provisions of the Commitment Letter any and all other prior correspondence and oral negotiation by the parties in respect of the matters regulated by this Agreement.

1.7

Event of Default. A Potential Event of Default and/or an Event of Default are “continuing” if either of them has not been remedied or waived in writing.

1.8

Joint and several liability

1.8.1

All obligations, covenants, representations, warranties and undertakings in or pursuant to the Finance Documents assumed, given, made or entered into by the Borrowers shall, unless otherwise expressly provided, be assumed, given, made or entered into by the Borrowers jointly and severally.

1.8.2

Each of the Borrowers agrees that any rights which it may have at any time during the Security Period by reason of the performance of its obligations under the Finance Documents to be indemnified by any other Borrower and/or to take the benefit of any security taken by the Agent pursuant to the Finance Documents shall be exercised in such manner and on such terms as the Agent may require. Each of the Borrowers agrees to hold any sums received by it until the end of the Security Period as a result of its having exercised any such right on trust for the Agent absolutely.

1.8.3

Each of the Borrowers agrees that it will not at any time during the Security Period claim any set off or counterclaim against any other Borrower in respect of any liability owed to it by that other Borrower under or in connection with the Finance Documents, nor prove in competition with the Lenders in any liquidation of (or analogous proceeding in respect of) any other Borrower in respect of any payment made under the Finance Documents or in respect of any sum which includes the proceeds of realisation of any security held by the Agent for the repayment of the Indebtedness.

2.

LOAN

2.1

Amount of loan. Subject to the satisfaction of all conditions precedent and in reliance on the representations and warranties made in or in accordance with them and furthermore subject to the other provisions of this Agreement, the Lenders shall make available to the Borrowers in one (1) advance a principal amount being the lesser of (a) $30,000,000 and (b) up to 52% of the aggregate Market Value of the Ships.

2.2

Lenders' participations in Loan. Subject to the other provisions of this Agreement, each Lender shall participate in the Loan in the proportion which, as at the Drawdown Date, its Commitment bears to the Total Commitments.

2.3

Purpose of Loan. The Borrowers undertake with each Creditor Party to use the Loan only for the purpose stated in Clause 1.1 to this Agreement.

2.4

Application of Proceeds. The Lenders shall have no responsibility for the application of the proceeds of the Loan (or any part thereof) by the Borrower.

2.5

Duration of Lenders’ commitment. The Lenders will be under no liability to advance their respective Commitments or any part of them after the date of the expiry of the Availability Period, whereas any part of the Commitment undrawn and not cancelled at close of business on the date of expiry of the Availability Period shall automatically be cancelled.

2.6

Borrowers’ right of cancellation

2.6.1

The Borrowers shall be entitled to cancel the Loan under this Agreement upon giving the Lender not less than ten (10) days’ notice in writing to that effect.

2.6.2

Any notice of cancellation once given by the Borrowers shall be irrevocable whereas any amount cancelled may not be drawn.

2.6.3

Notwithstanding any cancellation pursuant to sub-clause 2.6.1, the Borrowers shall continue to be liable for any and all amounts due to the Lenders under this Agreement, including without limitation any amounts due under Clause 24 (Increased Costs).

3.

POSITION OF THE LENDERS

3.1

Interests of Lenders several. The rights of the Lenders under this Agreement (but without prejudice to the provisions of this Agreement relating to or requiring action by the Majority Lenders) are several; accordingly each Lender shall have the right to protect and enforce its rights arising out of this Agreement and it shall not be necessary for any other Lender and/or any other Creditor Party to be joined as an additional party in any proceedings for this purpose.

3.2

Independent action by a Lender. None of the Lenders shall enforce, exercise any rights, remedies or powers or grant any consents or releases under or pursuant to, or otherwise have a direct recourse to the security and/or guarantees constituted by any of the Finance Documents without the prior written consent of the Majority Lenders but, provided such consent has been obtained, it shall not be necessary for any other Lender to be joined as an additional party in any proceedings for this purpose.

3.3

Obligations of Lenders several. The obligations of the Lenders under this Agreement are several; and a failure of a Lender to perform its obligations under this Agreement to which it is a party shall not result in:

(a)

the obligations of the other Lenders being increased; nor

(b)

the Borrowers, any Security Party, any other Lender being discharged (in whole or in part) from its obligations under any Finance Document,

3.4

Parties bound by certain actions of Majority Lenders. Every Lender and any other Creditor Party, the Borrowers and each Security Party shall be bound by:

(a)

any determination made, or action taken, by the Majority Lenders under any provision of a Finance Document;

(b)

any instruction or authorisation given by the Majority Lenders to the Agent or the Security Trustee under or in connection with any Finance Document;

(c)

any action taken (or in good faith purportedly taken) by the Agent or the Security Trustee in accordance with such an instruction or authorisation.

3.5

Reliance on action of Agent. The Borrowers and each Security Party shall be entitled to assume that the Majority Lenders have duly given any instruction or authorisation which, under any provision of a Finance Document, is required in relation to any action which the Agent has taken or is about to take.

3.6

Construction. In Clauses 3.4 and 3.5 references to action taken include (without limitation) the granting of any waiver or consent, an approval of any document and an agreement to any matter.

4.

DRAWDOWN

4.1

Request for Loan. Subject to the following conditions, the Borrowers may request the Loan to be advanced by ensuring that the Agent receives the Drawdown Notice not later than 11.00 a.m. (Athens time) two (2) Business Days prior to the intended Drawdown Date.

4.2

Availability. The conditions referred to in Clause 4.1 are that:

(a)

a Drawdown Date has to be a Business Day up to and including the Latest Permissible Drawdown Date; and

(b)

the amount of the Loan shall not exceed in aggregate the lesser of (a) $30,000,000 in aggregate and (b) up to 52% of the aggregate Market Value of the Ships as determined up to thirty days prior to a Drawdown Date and shall be used for the purposes set out in Clause 1.1 of this Agreement; and

(c)

the Loan shall be advanced in a single amount;

(d)

the Borrowers have complied with the provisions of Clause 9.1 with respect to the Loan.

4.3

Notification to Lenders of receipt of a Drawdown Notice. The Agent shall promptly notify the Lenders that it has received the Drawdown Notice and shall inform each Lender of:

(a)

the amount of the Loan drawn down and the Drawdown Date;

(b)

the amount of that Lender's participation in the Loan; and

(c)

the duration of the first Interest Period for the Loan.

4.4

Drawdown Notice irrevocable. The Drawdown Notice shall specify the amount of the Loan and Business Day upon which same is required to be advanced as well as the proposed duration of the first Interest Period, shall give full details of the place and account to which the proceeds of the Loan are to be paid, which must both be acceptable to the Lenders and shall be signed by a director or an authorised attorney-in-fact of the Borrowers, and once served, the Drawdown Notice cannot be revoked without the prior consent of the Agent, acting on the authority of the Majority Lenders.

4.5

Lenders to make available Contributions. Subject to the provisions of this Agreement, each Lender shall, on and with value on the Drawdown Date, make available to the Agent for the account of the Borrowers the amount due from that Lender on the Drawdown Date under Clause 2.2.

4.6

Disbursement of the Loan. Subject to the provisions of this Agreement, the Agent shall on the Drawdown Date pay to the Borrowers the amounts which the Agent receives from the Lenders under Clause 4.5 and that payment to the Borrowers shall be made to the account which the Borrowers specify in the Drawdown Notice and in the same funds as the Agent received the payments from the Lenders.

4.7

Satisfaction of Conditions Precedent. Notwithstanding the giving of the Drawdown Notice pursuant to Clause 4.1, the Lenders shall not be obliged to disburse any funds until all the conditions precedent set out in Clause 9.1 have been satisfied, save as provided in Clause 9.2.

4.8

Deemed Indebtedness. The relevant payment by the Agent under Clause 4.6 shall constitute the advancement of the Loan and the Borrowers shall thereupon become indebted, as principal and direct obligors, to each Lender in an amount equal to that Lender's Contribution.

5.

INTEREST

5.1

Payment of normal interest. Subject to the provisions of this Agreement, interest on the Loan or any part of the Loan in respect of each Interest Period shall be paid by the Borrowers on the last day of that Interest Period.

5.2

Calculation of interest. Subject to the provisions of this Agreement, the rate of interest on the Loan or any part of the Loan in respect of each Interest Period is a percentage rate per annum which is the aggregate of:

(i)

the Applicable Margin; and

(ii)

Reference Rate.

5.3

Payment of accrued interest. The Borrowers shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (and, if an Interest Period is longer than 3 months, on the dates falling at three (3) monthly intervals after the first day of the Interest Period).

5.4

Notification of rates of interest. The Agent shall notify the Borrowers and each Lender of:

(a)

the determination of a rate of interest under this Agreement; and

(b)

each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.

5.5

Unavailability of Term SOFR

(a)

Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(b)

Historic Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the Historic Term SOFR for the Loan or that part of the Loan.

(c)

Interpolated Historic Term SOFR: If paragraph (b) above applies but no Historic Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to the Interest Period of Loan or that part of the Loan.

(d)

Cost of funds: If paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, there shall be no Reference Rate for the Loan or that part of the Loan (as applicable) and Clause 5.7 shall apply to the Loan or that part of the Loan for that Interest Period.

5.6

Market disruption

5.7

Cost of funds

(a)

If this Clause 5.7 applies, the rate of interest on each Lender's share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Applicable Margin; and

(ii)

the rate notified to the Agent (and the Borrowers) by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in the Loan or that part of the Loan.

(b)

If this Clause 5.7 applies and the Agent or the Borrowers so require, the Agent and the Borrowers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c)

Subject to Clause 24.7, any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrowers, be binding on all Parties.

(d)

If paragraph (e) below does not apply and any rate notified to the Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

(e)

If this Clause 5.7 applies pursuant to Clause 5.6 and

(i)

a Lender's Funding Rate is less than the Market Disruption Rate; or

(ii)

a Lender does not notify a rate by the time specified in sub-paragraph (ii) of paragraph (a) above,

5.8

Break Costs

(a)

The Borrowers shall, within three (3) Business Days of demand by a Creditor Party, pay to that Creditor Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrowers on a day prior to the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.

(b)

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become or may become payable.

5.9

Applicable Margin.

(a)

The Borrowers may, at their option and subject to:

(i)

serving a written notice to the Agent not less than 2 Business Days prior to the commencement of an Interest Period (or at any other time during an Interest Period as the Agent may agree in its absolute discretion) (the "Commencement Date"); and

(ii)

no Event of Default having occurred; and

(iii)

no Event of Default resulting from the relevant application,

(b)

If the Borrowers, or (as the case may be), any other entity in whose name the Cash Collateral Account is opened withdraw or transfer the Cash Collateral (or any part thereof) prior to the end of a Fixing Period in accordance with paragraph (a) above or otherwise with the Agent's prior consent, the Margin for the amount of the Loan equal to the Cash Collateral which has been withdrawn or transferred will revert to the Margin which applies at that time in accordance with the terms of the Loan Agreement and the Borrowers will indemnify the Lenders on demand in respect of all breakage costs which result from such withdrawal or transfer effected prior to the end of a Fixing Period.

5.10

Sustainability pricing adjustment

5.10.1

On the first day of each Pricing Adjustment Period, the Applicable Margin of 1.90% per annum applicable to the Loan outstanding shall be reduced by 0.05% (zero point zero five per cent) per annum, on the condition that following conditions are met for both Ships: (i) each Ship’s CII Rating for the previous year remains at least “B”, and shall remain at least “B” for the whole duration of such Pricing Adjustment Period and (ii) each Borrower owning the respective Ship has at least two (2) of its directors being female (the “Sustainability Pricing Adjustment”);

5.10.2

At the expiry of a Pricing Adjustment Period the Applicable Margin to the Loan shall revert to 1.90% per annum.

5.10.3

The Sustainability Pricing Adjustment applicable to the Loan shall at no time exceed 0.05% per annum for the duration of the Security Period and shall not be reduced further during a subsequent Pricing Adjustment Period and for the avoidance of doubt, a Sustainability Pricing Adjustment can only occur once per calendar year.

5.10.4

If an Event of Default occurs, the Sustainability Pricing Adjustment shall no longer apply and the Applicable Margin of 1.90% per annum shall apply instead.

5.10.5

In this Clause 5.10:

5.10.6

If any confirmation, representation or statement made under or in connection with any Sustainability Performance Certificate is or proves to have been incorrect or misleading in any material respect when made, the Applicable Margin shall revert to 1.90% per annum (if necessary with retrospective effect from the applicable Pricing Adjustment Period).

6.

INTEREST PERIODS

6.1

Selection of Interest Periods

(a)

The Borrowers may select the Interest Period for the Loan in the Drawdown Notice. Subject to paragraphs (f) and (h) below and Clause 6.2, the Borrowers may select each subsequent Interest Period in respect of the Loan in a selection notice.

(b)

Each selection notice is irrevocable and must be delivered to the Agent by the Borrowers not later than the Specified Time.

(c)

If the Borrowers fail to select an Interest Period in the Drawdown Notice or fail to deliver a selection notice to the Agent in accordance with paragraphs (a) and (b) above, the relevant Interest Period will, subject to Clause 6.2, be three (3) Months.

(d)

Subject to this Clause 6, the Borrowers may select an Interest Period of three (3) or six (6) Months or such longer or shorter period as the Agent may, in its sole discretion, agree with the Borrowers.

(e)

An Interest Period in respect of the Loan shall not extend beyond the final Repayment Date.

(f)

In respect of a Repayment Instalment, the Borrowers may request in the relevant selection notice that an Interest Period for a part of the Loan equal to such Repayment Instalment shall end on the Repayment Date relating to it and, subject to paragraph (d) above, select a longer Interest Period for the remaining part of the Loan.

(g)

The first Interest Period for the Loan shall start on the Drawdown Date and, subject to paragraph (h) below, each subsequent Interest Period shall start on the last day of its preceding Interest Period.

(h)

Except for the purposes of paragraph (f) above and Clause 6.2, the Loan shall have one Interest Period only at any time.

6.2

Changes to Interest Periods

(a)

In respect of a Repayment Instalment, prior to determining the interest rate for the Loan, the Agent may establish an Interest Period that is shorter than the Interest Period selected in the relevant selection notice for a part of the Loan equal to such Repayment Instalment to end on the Repayment Date relating to it and the remaining part of the Loan shall have the Interest Period selected in the relevant selection notice, subject to paragraph 6.1.(d) of Clause 6.1.

(b)

If the Agent makes any change to an Interest Period referred to in this Clause 6.2, it shall promptly notify the Borrowers and the Lenders.

6.3

Non-Business Days

7.

DEFAULT INTEREST

(a)

If a Borrower or a Security Party fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the relevant due date for payment thereunder, that is: (i) the date on which such Finance Documents provide that such amount is due for payment; or (ii) if a Finance Document provides that such amount is payable on demand, three (3) days following the date on which the demand is served; or (iii) if such amount has become immediately due and payable under Clause 19.4, the date on which it became immediately due and payable, up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two point five per cent (2.5%) per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent. Any interest accruing under this Clause 5.3 shall be immediately payable by the Borrowers and the Security Parties on demand by the Agent.

(b)

If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:

(i)

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and

(ii)

the rate of interest applying to that Unpaid Sum during that first Interest Period shall be two and a half per cent (2.5%) per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

(c)

Default Interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

8.

REPAYMENT AND PREPAYMENT

8.1

Amount of repayment instalments. The Borrowers shall repay the Loan (if up to the Maximum Facility Amount) by twenty four (24) consecutive equal quarterly instalments, each being in the amount of six hundred twenty five thousand Dollars ($625,000), followed by a balloon payment of fifteen million Dollars ($15,000,000) (the “Balloon Instalment”).

8.2

Repayment Dates. The first instalment of the Loan shall be repaid on the date falling three (3) months after the Drawdown Date and each subsequent instalment shall be repaid at three monthly intervals thereafter and the Balloon Instalment shall be repaid concurrently with the twenty fourth (24^th) and final repayment instalment, which shall be repaid on the Final Maturity Date,

8.3

Final Repayment Date. On the final Repayment Date, being the date falling on the Final Maturity Date, the Borrowers shall additionally pay to the Lenders all other sums then accrued or owing under any Finance Document.

8.4

Voluntary prepayment. Subject to the following conditions, the Borrowers may prepay the whole or part of the Loan on the last day of an Interest Period.

8.5

Conditions for voluntary prepayment. The conditions referred to in Clause 8.4 are that:

(a)

a partial prepayment shall be in the minimum amount of Two Hundred Fifty Thousand Dollars ($250,000) or a multiple thereof;

(b)

the Agent has received from the Borrowers at least ten (10) Business Days prior written confirmative and irrevocable notice specifying the amount to be prepaid in connection with the Loan and the date on which the prepayment is to be made (such date shall be the last day of an Interest Period); and

(c)

the Borrowers have provided evidence satisfactory to the Agent that any consent required by the Borrowers or any Security Party in connection with the prepayment has been obtained and remains in force, and that any requirement relevant to this Agreement which affects the Borrowers or any Security Party has been complied with.

8.6

Effect of notice of prepayment. A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authority of the Majority Lenders, and the amount specified in the prepayment notice shall become due and payable by the Borrowers on the date for prepayment specified in the prepayment notice.

8.7

Notification of notice of prepayment. The Agent shall notify the Lenders promptly upon receiving a prepayment notice and shall provide any Lender which so requests with a copy of any document delivered by the Borrowers under Clause 8.5(c).

8.8

Mandatory prepayment. The Borrowers shall be obliged to prepay the Required Amount in full if a Ship is sold (which sale shall be subject to the prior written consent of the Lenders), refinanced by another bank or financial institution or becomes a Total Loss:

(a)

in the case of a sale of a Ship with the prior written consent of the Lenders (whether for further trading or scrapping), on the earlier of (i) the date on which the sale is completed by delivery of that Ship to the buyer and (ii) the date of receipt by the relevant Borrower of the sale proceeds; or

(b)

in the case of a refinancing of a Ship, on or before the date on which such refinancing takes place; or

(c)

in the case of a Total Loss of a Ship, on the earlier of (i) the date falling one hundred eighty (180) days after the Total Loss Date and (ii) the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss.

(i)

in the event that the amount of the sale proceeds, Total Loss proceeds or refinancing proceeds (as the case may be) received by the Agent are not sufficient to cover the Required Amount, then the Borrowers shall additionally pay to the Agent the balance of the Required Amount in full; and

(ii)

in case the remaining Ship is sold, lost or refinanced (as the case may be), then the full amount of the sale proceeds, Total Loss proceeds or refinancing proceeds (as the case may be) shall be applied against repayment in full of all amounts outstanding under this Agreement and the other Finance Documents and, should this result in a shortfall, then the Borrowers shall pay to the Agent the amount of any such shortfall in full.

8.9

Amounts payable on prepayment. A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 below or otherwise) in respect of the Loan and, together with any sums payable under Clause 21.2) but, subject to Clause 5.8, without premium or penalty.

8.10

Application of partial prepayment. Each voluntary partial prepayment shall be applied pro rata against the repayment instalments of the Loan specified in Clause 8.1 and the Balloon Instalment.

8.11

No reborrowing. No amount prepaid or repaid may be re-borrowed.

9.

CONDITIONS PRECEDENT – Conditions SUBSEQUENT

9.1

Documents, fees and no default. Each Lender's obligation to contribute to the Loan is subject to the following conditions precedent:

(a)

that, on or before the date of signing of this Agreement, the Agent receives the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers;

(b)

that, on or before the date of drawdown of the Loan, the Lender receives the documents described in Part B in Schedule 3 in form and substance satisfactory to the Agent and its lawyers;

(c)

that, on or before the service of a Drawdown Notice, the Agent receives the fees payable pursuant to Clause 20.1 (a) and has received payment of the expenses referred to in Clause 20.2;

(d)

that at the date of each Drawdown Notice, at each Drawdown Date and on the first day of each Interest Period and on the date of each Compliance Certificate:

(e)

that, if the ratio set out in Clause 15.1 were applied immediately following the advancement of the Loan, the Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause; and

(f)

that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent (acting reasonably) may, with the authorisation of the Majority Lenders, request by notice to the Borrowers prior to a Drawdown Date.

9.2

Waiver of conditions precedent.

9.3

Conditions Subsequent.

10.

REPRESENTATIONS AND WARRANTIES

10.1

General. The Borrowers represent and warrant to each Creditor Party as follows:

10.2

Status. Each Borrower is duly incorporated and validly existing and in good standing under the laws of its country of incorporation and Borrower B is in compliance with the Republic of the Marshall Islands Economic Substance Regulation 2018 in accordance with its terms and time frame once the same becomes applicable and none of the Borrowers nor any Security Party is a FATCA FFI or a US Tax Obligor.

10.3

Share capital and ownership. Each Borrower has an authorised share capital divided into 500 registered shares with a par value of US$0.01 per share and the legal title and beneficial ownership of all those shares is held, free of any Security Interest or other claim by the Guarantor

.10.4

Corporate power. Each Borrower has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

(a)

to execute the Finance Documents to which it is a party; and

(b)

to borrow under this Agreement and to make all the payments contemplated by, and to comply with, the Finance Documents to which that Borrower is a Party.

(c)

to authorise the registration of its Ship under the Approved Flag.

10.5

Consents in force. All the consents referred to in Clause 10.4 remain in force and nothing has occurred which makes any of them liable to revocation.

10.6

Legal validity; effective Security Interests. The Finance Documents to which each Borrower is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):

(a)

constitute that Borrower's legal, valid and binding obligations enforceable against that Borrower in accordance with their respective terms; and

(b)

create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate, subject to any relevant insolvency laws affecting creditors' rights generally.

10.7

No third party Security Interests. Without limiting the generality of 10.6, at the time of the execution and delivery of each Finance Document:

(a)

the Borrowers will have the right to create all the Security Interests which that Finance Document purports to create; and

(b)

no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

10.8

No conflicts. The execution by the Borrowers of each Finance Document to which it is a party, and the borrowing by the Borrowers of the Loan, and its compliance with each Finance Document to which it is a party will not involve or lead to a contravention of:

(a)

any law or regulation in any Relevant Jurisdiction; or

(b)

the constitutional documents of the Borrowers; or

(c)

any contractual or other obligation or restriction which is binding on the Borrowers or any of their assets and will not have a Material Adverse Effect.

10.9

No withholding taxes. All payments which the Borrowers are liable to make under the Finance Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law of any Relevant Jurisdiction.

10.10

No default. No Event of Default or Potential Event of Default has occurred and is continuing.

10.11

Information. All information which has been provided in writing by or on behalf of the Borrowers or any Security Party to any Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.6; all audited and consolidated accounts which have been so provided satisfied the requirements of Clause 11.7; and there has been no Material Adverse Change in the financial position or state of affairs of the Borrowers from that disclosed in the latest of those accounts which constitutes a Material Adverse Effect.

10.12

No litigation. No legal or administrative action involving the Borrowers or any Security Party (including action relating to any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to the Borrowers’ knowledge, is likely to be commenced or taken which, in either case and if determined adversely, would be likely to have a Material Adverse Effect.

10.13

Compliance with certain undertakings. At the date of this Agreement, the Borrowers are in compliance with Clauses 11.2, 11.5, 11.9, 11.12 and 11.19.

10.14

Taxes paid. The Borrowers have paid all taxes applicable to, or imposed on or in relation to it and its business.

10.15

ISM Code and ISPS Code compliance. All requirements of the ISM Code and the ISPS Code as they relate to the Borrowers, the Approved Manager and the Ships have been complied with.

10.16

No Money Laundering. Without prejudice to the generality of Clause 2.2, in relation to the borrowing by the Borrowers of the Loan, the performance and discharge of their obligations and liabilities under the Finance Documents, and the transactions and other arrangements effected or contemplated by the Finance Documents to which the Borrower is a party, the Borrowers confirm that (i) they are acting for their own account, (ii) that they will use the proceeds of the Loan for their own benefit, under their full responsibility and exclusively for the purposes specified in this Agreement and (iii) that the foregoing will not involve or lead to contravention of any law, official requirements or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities).

10.17

Patriot Act. To the extent applicable to any of the Borrowers, each Borrower is in compliance with (i) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and (ii) the PATRIOT Act. No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

10.18

Social law matters. Each Borrower is in compliance in all material respects with any employment law or relevant regulation applicable to it.

10.19

Compliance with processing of personal data. Each Borrower is in compliance in all material respects with any law or regulation applicable to it pertaining to the protection of persons from the processing of personal data and no claim, notice or other communication has been received by that Borrower and/or the Guarantor in respect of any actual breach of, or liability under, any such law or regulation which, has or would be reasonably likely to have a Material Adverse Effect on that Borrower.

10.20

DAC 6. No transaction contemplated by the Finance Documents nor any transaction to be carried out in connection with any transaction contemplated by the Finance Documents meet any hallmark set out in Annex IV of the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU, if applicable.

10.21

The Ships. Each Ship will on the Drawdown Date and at any time thereafter be:

(a)

in the absolute and unencumbered (other than in favour of the Lenders or any other Creditor Party) ownership of the relevant Borrower who will on and after the Drawdown Date be the sole, legal and beneficial owner of that Ship;

(b)

registered in the name of the relevant Borrower under the laws and flag of the Flag State;

(c)

operationally seaworthy and in every way fit for service, provided that the relevant Borrower will not be in violation of this sub-clause 10.21 (c) in cases of (i) small off hire incidents occurring during the normal course of trading of such Ship or (ii) in cases of normal maintenance/repairs or (iii) in cases of damage to such Ship by causes for which it is insured under the relevant Ship’s Insurances and all necessary steps have been taken to repair such damage to the satisfaction of any requirements set by that Ship’s Classification;

(d)

classed with the relevant Classification free of all qualifications and overdue recommendations of the relevant Classification Society affecting class;

10.22

Ship’s employment. None of the Ships is subject to any Charter and will not be subject to any other charter or contract of employment or to any other agreement to enter into any charter or contract which, if entered into after the date of the relevant Mortgage/General Assignment would have required the consent of any Creditor Party and on or before the Drawdown Date and any time thereafter there will not be any agreement or arrangement whereby the Earnings (as defined in the relevant Mortgage/General Assignment) of that Ship may be shared with any other person.

10.23

No Security Interests. Neither the Ships, nor the Earnings, Insurances or Requisition Compensation of the Ships (each as defined in the relevant Mortgage/General Assignment) nor the Accounts or any of them nor any other properties or rights which are, or are to be, the subject of any of the Finance Documents will be, on the Drawdown Date subject to any Security Interest other than Permitted Security Interests.

10.24

No immunity. Neither the Borrowers nor any of their respective assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgement, execution or other enforcement).

10.25

Valid choice of Law. The choice of law agreed to govern this Agreement and/or any other Finance Document and the submission to the jurisdiction of the courts agreed in each of the finance documents are or will be, on execution of the respective finance documents, valid and binding on the Borrowers and any other security party which is or is to be a party thereto.

10.26

Environmental matters

(a)

no Environmental Law applicable to the Ships and/or the Borrowers and/or the Approved Manager has been violated in a material way;

(b)

all consents, licences and approvals required under such Environmental Laws have been obtained and are currently in force;

(c)

no Environmental Claim has been made or, to the best of the Borrowers’ knowledge and belief, is threatened or pending against any of the Borrowers or any other Security Party or the Ships and there has been no Environmental Incident which has given, or might give, rise to such a claim.

10.27

Sanctions. Neither the Borrowers and/or the Guarantor nor any other Security Party (a) is a Restricted Party, (b) is controlled directly or indirectly by a Restricted Party, (c) controls a Restricted Party or (d) has a Restricted Party serving as director or officer.

10.28

Pari passu and subordinated indebtedness. The obligations of the Borrowers under this Agreement are direct, general and unconditional obligations of the Borrowers, and rank at least pari passu with all other present and future unsecured and unsubordinated Financial Indebtedness of the Borrowers, with the exception of any obligations which are mandatorily preferred by operation of law and not by contract, and any Financial Indebtedness of the Borrowers owing to any of its respective shareholders is subordinated in all respects to the Borrowers’ obligations under this Agreement.

10.29

No filings or actions required. Save for the registration of the Mortgage under the laws of the Approved Flag State through the competent registry, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of Finance Documents that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to any of the Finance Documents and each of the Finance Documents is in proper form for its enforcement in the courts of the Relevant Jurisdiction in accordance with its terms.

10.30

Solvency.

(a)

neither the Borrowers nor any other Security Party is unable, or admit or have admitted their inability, to pay its debts or has suspended making payments on any of its debts;

(b)

neither the Borrowers nor any other Security Party by reason of actual or anticipated financial difficulties has commenced, or intends to commence, negotiations with one or more of its creditors with a view to rescheduling any of its Financial Indebtedness;

(c)

the value of the assets of the Borrowers and the other Security Parties is not less than their respective liabilities (taking into account contingent and prospective liabilities); and

(d)

no moratorium has been, or may, in the reasonably foreseeable future be, declared in respect of any Financial Indebtedness of the Borrowers or any other Security Party.

10.31

Valuations. The Borrowers represent and warrant that:

(a)

all information supplied by it or on their behalf to an independent shipbroker selected by or acceptable to the Agent for the purposes of a valuation delivered to the Agent in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given;

(b)

it has not omitted to supply any information to an independent shipbroker selected by or acceptable to the Agent which, if disclosed, would adversely affect any valuation prepared by such an independent shipbroker; and;

(c)

there has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.

10.32

Repetition of Representations and Warranties. The representations and warranties in this Clause 10. shall be deemed to be repeated by the Borrowers (a) on the date of service of the Drawdown Notice, (b) on the Drawdown Date and (c) on the first day of each Interest Period as if made with reference to the facts and circumstances existing on each such day.

11.

GENERAL UNDERTAKINGS

11.1

General. The Borrowers undertake with each Creditor Party to comply with the following provisions of this Clause 11 at all times during the Security Period except as the Agent may, with the authority of the Majority Lenders, otherwise permit.

11.2

Title; negative pledge; pari passu. The Borrowers will:

(a)

ensure that each Ship will maintain its ownership, management, control and ultimate beneficial ownership and the relevant Borrower will hold the legal title to, and own the entire beneficial interest in the relevant Ship’s Insurances and Earnings, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and except for Permitted Security Interests. For the avoidance of doubt the Lenders consent and agree to any changes relating to the shareholders of the Guarantor’s trading shares in the normal course of business and confirm that such changes do not violate the terms of this Agreement;

(b)

not create or permit to arise any Security Interest (except for Permitted Security Interests) over any of its asset, present or future; and

(c)

procure that its liabilities under the Finance Documents to which it is a party to will rank at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily preferred by law.

11.3

No disposal of assets. The Borrowers will not (without the prior written consent of the Agent, acting with authority from the Majority Lenders) transfer, lease or otherwise dispose of:

(a)

all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not; or

(b)

any debt payable to them or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation.

11.4

No other liabilities or obligations to be incurred. The Borrowers will not incur any liability or obligation except (i) liabilities and obligations under the Finance Documents to which they are a party and (ii) liabilities or obligations incurred in the ordinary course of their business of operating and chartering the Ships.

11.5

Information provided to be accurate. All financial and other information which is provided in writing by or on behalf of the Borrowers under or in connection with any Finance Document to which they are a party will be true and not misleading in any material respect and will not omit any material fact or consideration.

11.6

Provision of financial statements. The Borrowers will:

(a)

procure that the Guarantor furnishes the Agent, with annual, audited and consolidated financial statements of the Guarantor within 180 days after the end of the financial year concerned, and prepared in accordance with GAAP principles and practices consistently applied, such obligation commencing from the 31^st December 2024;

(b)

send to the Agent, together with the Accounting Information referred to in paragraph (a) above, a Compliance Certificate;

(c)

provide the Agent from time to time as the Agent may reasonably request and in form and substance satisfactory to the Agent with any information on the financial condition, commitments, business and operations of the Borrowers and any other Security Party;

(d)

keep the Agent advised with respect to all major financial developments of the Borrowers and the Guarantor, including (but not limited to) sales or purchases of vessels, new loans, refinancing and/or restructuring of existing loans and contracts for term employment of vessels, as the Agent may from time to time reasonably request.

11.7

Form of financial statements. All financial statements delivered under Clause 11.6 will:

(a)

give a true and fair view of the state of affairs of the Guarantor, or as the case may be, of the Borrowers at the date of those accounts and of the profit for the period to which those accounts relate; and

(b)

fully disclose or provide for all significant liabilities of the Guarantor, or as the case may be, of the Borrowers for the period to which those accounts relate,

11.8

Consents. The Borrowers will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Agent of, all consents required:

(a)

for the Borrowers and any Security Party to perform their respective obligations under each of the Finance Documents to which each of them is a party;

(b)

for the validity or enforceability of any Finance Document to which each of the Borrowers and any Security Party is party,

11.9

Maintenance of Security Interests. The Borrowers will:

(a)

at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and

(b)

without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Relevant Jurisdictions, pay any stamp, registration or similar tax in all Relevant Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the reasonable opinion of the Majority Lenders, is or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

11.10

Notification of litigation. The Borrowers will provide the Agent with details of any legal or administrative action involving a Borrower, the Approved Manager and any other Security Party or a Ship, her Earnings or her Insurances as soon as such action is instituted or it becomes apparent to the Borrowers that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered as having a Material Adverse Effect on the business, assets or financial condition of them or as affecting the validity or enforceability of any Finance Document.

11.11

Principal place of business. The Borrowers will not establish, or do anything as a result of which it would be deemed to have, a place of business in the United Kingdom or the United States of America.

11.12

Confirmation of no default. The Borrowers will, not more than once per quarter and within 2 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by at least one (1) director of each of the Borrowers and which:

(a)

states that no Event of Default or Potential Event of Default has occurred; or

(b)

states that no Event of Default or Potential Event of Default has occurred, except for a specified event or matter, of which all material details are given.

11.13

Notification of default. The Borrowers will notify the Agent as soon as the Borrowers become aware of:

(a)

the occurrence of an Event of Default or a Potential Event of Default which is continuing; or

(b)

any matter which indicates that an Event of Default or a Potential Event of Default may have occurred,

11.14

Provision of further information. The Borrowers will inform the Agent of all major financial developments in the Group such as new loans, refinancing/restructuring of existing loans, new acquisitions and sales, contracts for term employment of the Ships and furthermore will, as soon as practicable after receiving the request, provide the Agent with any additional financial or other information relating to:

(a)

the Borrowers, the Ships, their Insurances or their Earnings; or

(b)

any other matter relevant to, or to any provision of, a Finance Document,

11.15

Provision of customer information. The Borrowers will produce such documents and evidence regarding the Borrowers themselves and each Security Party as the Lenders shall from time to time require, based on applicable laws and regulations from time to time and the Lenders’ own internal guidelines from time to time, relating to the Lenders’ knowledge of its customers (“KYC”).

11.16

Ownership. The Borrowers or, as the case may be, any other corporate Security Party shall ensure that, throughout the Security Period without the prior written consent of the Agent, which shall not be unreasonably withheld, there shall be no change in the Directors and Officers of the Borrowers and in the Chairman of the Guarantor and moreover the Borrowers shall ensure that no change shall be made directly or indirectly in the ownership of the Borrowers, the beneficial ownership of the Guarantor, or the control of the Borrowers and/or the Guarantor, as disclosed to the Agent prior to the date of this Agreement, without the prior written consent of the Agent, which shall not be unreasonably withheld. For the avoidance of doubt the Lenders consent and agree to any changes relating to the Guarantor’s trading shares in the normal course of business and confirm that such changes do not violate the terms of this Agreement.

11.17

Sanctions

(a)

Each of the Borrowers and/or the Guarantor undertakes to comply (and shall procure that each other Security Party and each Affiliate of any of them shall comply) in all respects with all Sanctions, including employing the Ships and not allowing their employment in manner contrary to any Sanctions.

(b)

Each of the Borrowers and/or the Guarantor undertakes not to use (and shall procure that no other Security Party shall use) any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or owing to the Creditor Parties.

(c)

Each of the Borrowers and/or the Guarantor undertakes to ensure (and shall procure that each other Security Party shall ensure) that no proceeds to the best of its knowledge (after reasonable enquiry) from any activity or dealing with a Restricted Party are credited to any bank account held with any Creditor Party in its name.

(d)

Each of the Borrowers and/or the Guarantor undertakes (and shall procure that each other Security Party shall), to the extent permitted by law, promptly upon becoming aware of them supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.

11.18

Treasury Services. The Borrowers shall not enter into any treasury related contract with a bank or financial institution, without the prior consent of the Agent. For the avoidance of doubt this clause will not prohibit the Borrowers from obtaining advisory and/or information services from other banks or financial institutions.

11.19

Use of proceeds. The Borrowers shall not (and shall procure that no other Security Party and no Affiliate of any of them shall) permit or authorise any other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the Loan or other transactions contemplated by this Agreement to fund or facilitate trade, business or other activities: (i) involving or for the benefit of any Restricted Party; or (ii) in any other manner that could result in the Borrowers or any other Security Party or any Creditor Party being in breach of any Sanctions or becoming a Restricted Party.

11.20

Anti-Corruption.

(a)

The Borrowers shall not (and shall procure that no other Security Party r will) directly or indirectly use the proceeds of the Loan for any purpose which would breach or might breach applicable anti-corruption laws, including but not limited to the UK Bribery Act of 2010 and the United States Foreign Corrupt Practices Act of 1977, each as amended.

(b)

The Borrowers shall (and shall procure that each other Security Party will):

(i)

conduct its business in compliance with applicable anti-corruption laws and regulations; and

(ii)

maintain effective policies and procedures designed to promote and achieve compliance with such laws and regulations.

11.21

Social law matters. The Borrowers shall (and shall procure that each other Security Party shall) comply in all respects with with any employment law or relevant regulation applicable to it.

11.22

Compliance with other laws. The Borrowers shall (and shall procure that each other Security Party shall) comply in all respects with all laws and regulations to which it may be subject including without limitation (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order thereto) and (ii) the PATRIOT Act.

11.23

Compliance with processing of personal data. The Borrowers shall (and shall procure that each Security Party shall) comply in all respects with all laws and regulations to which they may be subject pertaining to the protection of persons from the processing of personal data where failure to do so is reasonably likely to have a Material Adverse Effect, and shall use its best endeavours to avoid being subject to any claim, notice or other communication in respect of any actual breach of, or liability under, any such law or regulation where any such breach or liability has or is reasonably likely to have a Material Adverse Effect; Provided that upon becoming aware of any such claim, notice or other communication, the Borrowers shall promptly inform the Agent in writing of (i) any such claim against the Borrowers and/or the Guarantor, whether current, pending or threatened, and/or of (ii) any communication or notice and/or (iii) the imposition of any fine against the Borrowers and/or the Guarantor in respect of any actual or alleged breach of, or liability under, any such law or regulation.

11.24

Marshall Islands Economic Substance Regulations 2018. The Borrowers shall (and shall procure that each other Security Party incorporated in the Republic of the Marshall Islands shall) comply in all respects with the Republic of the Marshall Islands Economic Substance Regulations 2018 (including submission to the Agent of documentary evidence of such compliance) always in accordance with its terms and time frame once the same becomes applicable.

11.25

DAC6. The Borrowers, if applicable, shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a)

promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Finance Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Finance Documents contains a hallmark as set out in Annex IV of DAC6; and

(b)

promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available).

11.26

ANNEX VI. The Borrowers shall, upon the request of any Lender and at the cost of the Borrowers, on or before 31st July in each calendar year, supply or procure the supply to the Agent, of all ship fuel oil consumption data required to be collected and reported by the Borrowers in accordance with Regulation 22A of Annex VI and any Statement of Compliance, together with a Carbon Intensity and Climate Alignment Certificate (if the same becomes mandatory), in each case relating to a Ship for the preceding calendar year for the purpose of calculation by the Lender of its portfolio climate score and in accordance with the terms and time frame relevant applicable regulations of Annex VI may from time to time come in force and effect; and

(a)

the average efficiency ratio of a Ship for all voyages performed by it over that calendar year using ship fuel oil consumption data required to be collected and reported in accordance with regulation 22A of Annex VI in respect of that calendar year; and

(b)

the climate alignment of a Ship for such calendar year,

11.27

Provision of Sustainability Performance Certificate. The Borrowers or the Guarantor shall provide the Agent with a Sustainability Performance Certificate for both Ships within ninety (90) days of the end of each Sustainability Period for such Ship.

11.28

Provision of copies and translation of documents. The Borrowers will supply the Agent with a sufficient number of copies of the documents referred to above to provide one (1) copy for each Creditor Party.

12.

CORPORATE UNDERTAKINGS

12.1

General. The Borrowers also undertake with each Creditor Party to comply with the following provisions of this Clause 12 at all times during the Security Period except as the Agent may, with the authority of the Majority Lenders, otherwise permit.

12.2

Maintenance of status. Each Borrower will maintain its separate corporate existence and remain in good standing under the laws of its incorporation.

12.3

Negative undertakings. Each Borrower will not:

(a)

carry on any type of business other than the ownership, chartering and operation of its Ship in accordance with its constitutional documents;

(b)

make any form of distribution (other than payment of a dividend pursuant to Clause 12.4) or effect any form of redemption, purchase, reduction or return of share capital or issue, allot or grant any person a right to any shares in its capital; or

(c)

without the prior written consent of the Agent (acting on the instructions of the Majority Lenders), which consent and instructions will not be unreasonably be withheld, incur any debt or provide any form of credit or financial assistance (unless fully subordinated to the Loan and on terms otherwise acceptable to the Lenders) issue any guarantee to any person, (other than otherwise permitted in this Agreement), or enter into any transaction with or involving such a person, unless in the ordinary course of its normal shipping business; or

(d)

without the prior written consent of the Agent (acting on the instructions of the Majority Lenders), open or maintain any account with any bank or financial institution except accounts with the Account Bank or for the purposes of the Finance Documents and accounts notified to the Agent prior to the date of this Agreement; or

(e)

acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or

(f)

enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation, or change its name; or

(g)

purchase any further assets (other than the Ship owned by such Borrower), either directly or indirectly (through subsidiaries); or

(h)

without the prior written consent of the Agent (acting on the instructions of the Majority Lenders), which consent and instructions will not be unreasonably be withheld, incur any other Financial Indebtedness. Any shareholder loans, inter company/partnership loans, partnership interest owners’ loans, affiliate loans and third party loans to the Borrowers shall be fully subordinated to the rights of the Creditor Parties under the Loan Agreement and the Finance Documents, on terms satisfactory to the Agent in its sole discretion.

12.4

Distributions. The Borrowers may allocate distributions as long as no Event of Default has occurred which is continuing and such allocation would not result to an Event of Default.

12.5

Liquidity. The Borrowers and the Guarantor will ensure that from the date of this Agreement the Borrowers or the Guarantor or any other entity acceptable to the Agent maintain during the Security Period with the Agent or the Account Bank or the Lenders/Lender(s)’ banking group the Minimum Liquidity.

12.6

Debt to equity ratio. The Borrowers will ensure that the Guarantor’s total debt net of cash will not exceed 75% of the total market value of its adjusted assets.

12.7

Minimum Net Worth. The Borrowers will ensure that the Guarantor’s minimum Net Worth listed in Nasdaq will be at least fifteen million Dollars ($15,000,000).

12.8

Compliance Check. On each Compliance Date, compliance with the undertakings contained in Clause 15.1 shall be determined by reference to the Accounting Information for the twelve month period in each Financial Year of the Borrowers (commencing with the twelve month period commencing from 31 December 2024) delivered to the Agent pursuant to the Agreement. At the same time as they deliver that Accounting Information, the Borrowers shall deliver to the Agent a Compliance Certificate signed by a director of the Borrowers. If, prior to the delivery of a Compliance Certificate, the Borrowers become aware that such undertakings will not be complied with, the Borrowers shall immediately notify the Agent thereof.

12.9

Application of FATCA The Borrowers shall not become (and shall procure that no Security Party shall become) a FATCA FFI or a US Tax Obligor, without the prior written consent of the Lenders.

12.10

Republic of the Marshall Islands Economic Substance Regulations 2018. The Borrowers will ensure that each of the Security Parties incorporated in the Republic of the Marshall Islands shall comply in all respects and remain in compliance with the Republic of the Marshall Islands Economic Substance Regulations 2018 in accordance with its terms and time frame once the same becomes applicable.

13.

INSURANCE

13.1

General. The Borrowers undertake with each Creditor Party to comply (and to the extent applicable to procure in all cases that any other Security Party or other entity if named as co-assured in the insurance policies will comply) with the following provisions of this Clause 13 at all times during the Security Period, except as the Agent may (with the authority of the Majority Lenders), otherwise permit.

13.2

Maintenance of obligatory insurances. The Borrowers shall (and to the extent applicable shall procure in all cases that each other Security Party or other entity if named as co-assured in the insurance policies will) keep the Ships insured at their or at the relevant Security Party’s expense against:

(a)

fire and usual marine risks (including hull and machinery and excess risks);

(b)

war risks (including war protection and indemnity liabilities, terrorism, piracy and confiscation); and

(c)

protection and indemnity risks (including cover for oil pollution liability risks); and

(d)

any other risks against which the Majority Lenders consider, having regard to practices and other circumstances prevailing at the relevant time, it would in the opinion of the Majority Lenders be reasonable for the Borrowers and/or the relevant Security Party to insure and which are specified by the Security Trustee by notice to the Borrowers.

13.3

Terms of obligatory insurances. The Borrowers shall (and to the extent applicable shall procure in all cases that each Security Party other entity if named as co-assured in the insurance policies will) effect such insurances:

(a)

in Dollars;

(b)

in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of (i) 120% of the amount of the Loan (ii) the aggregate Market Value of the Ships;

(c)

in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry (with the international group of protection and indemnity clubs) and the international marine insurance market (currently $1,000,000,000);

(d)

in relation to protection and indemnity risks in respect of the full value and tonnage of the Ships;

(e)

on approved terms; and

(f)

through approved brokers and with approved insurance companies and/or underwriters and/or war risks associations, and protection and indemnity risks shall be placed with a member of the International Group of P&I Clubs.

13.4

Further protections for the Creditor Parties. In addition to the terms set out in Clause 13.3, the Borrowers will:

(a)

procure that the obligatory insurances shall be in the name of the respective Borrower and/or any other entity named as co-assured in the insurance policies of each Ship or whenever the Security Trustee so requires, name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Trustee, but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(b)

procure that the insurers shall note the Security Trustee’s interest and endorse the relevant notices of assignment and loss payable clause on the relevant certificates of entry or policies and shall furnish the Security Trustee with a copy of such certificates of entry or policies;

(c)

use its best endeavours to provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Trustee shall be made without set‑off, counterclaim or deductions or condition whatsoever;

(d)

provide that following an Event of Default which is continuing the Security Trustee may make proof of loss if the Borrowers fail to do so.

13.5

Renewal of obligatory insurances. The Borrowers shall (and to the extent applicable shall procure in all cases that each other Security Party or other entity if named as co-assured in the insurance policies will):

(a)

at least 21 days before the expiry of any obligatory insurance:

(b)

at least 14 days before the expiry of any obligatory insurance, renew the insurance; and

(c)

procure that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall before the expiry of the current insurances notify the Security Trustee in writing of the terms and conditions of the renewal.

13.6

Copies of policies; letters of undertaking. The Borrowers shall (and to the extent applicable shall procure in all cases that each other Security Party or other entity if named as co-assured in the insurance policies will) ensure that all approved brokers provide the Security Trustee with copies of all policies relating to the obligatory insurances which they effect or renew and of a letter or letters or undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that:

(a)

they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 13.4;

(b)

they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee in accordance with the said loss payable clause;

(c)

they will advise the Security Trustee immediately of any material change to the terms of the obligatory insurances;

(d)

they will notify the Security Trustee, not less than 7 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from the Borrowers or their agents and, in the event of their receiving instructions to renew, they will promptly notify the Security Trustee of the terms of the instructions; and

(e)

if the insurances form part of a fleet cover, they will not set off any claims on the Ships against premiums due for other vessels under the fleet cover not mortgaged to the Agent or against premiums due for other insurances; neither will they cancel the insurance cover of the Ships for reason of non-payment of such premiums; and they will arrange for a separate policy to be issued in respect of the Ships forthwith upon being so requested by the Security Trustee.

13.7

Copies of certificates of entry. The Borrowers shall (and to the extent applicable shall procure in all cases that each other Security Party or other entity if named as co-assured in the insurance policies will) ensure that, from any protection and indemnity and/or war risks associations in which a Ship is entered, the Security Trustee is provided with:

(a)

a certified copy of the certificate of entry for that Ship;

(b)

a letter or letters of undertaking in such form as may be required by the Security Trustee; and

(c)

a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.

13.8

Deposit of original policies. The Borrowers shall (and to the extent applicable shall procure in all cases that each other Security Party or other entity if named as co-assured in the insurance policies will) ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed.

13.9

Payment of premiums. The Borrowers shall (and to the extent applicable shall procure in all cases that each other Security Party if named as co-assured in the insurance policies will) punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required by the Security Trustee.

13.10

Guarantees. The Borrowers shall (and to the extent applicable shall procure that each other Security Party or other entity if named as co-assured in the insurance policies will) ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

13.11

Restrictions on employment. The Borrowers shall not employ the Ships, nor permit same to be employed, outside the cover provided by any obligatory insurances.

13.12

Compliance with terms of insurances. The Borrowers shall not (and to the extent applicable shall procure in all cases that no other Security Party or other entity if named as co-assured in the insurance policies will) do or omit to do (or permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable thereunder repayable in whole or in part; and, in particular:

(a)

the Borrowers shall (and shall procure in all cases that each other Security Party or other entity if named as co-assured in the insurance policies will) take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in Clause 13.7(c) above) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval;

(b)

the Borrowers shall not (and shall procure in all cases that no other Security Party or other entity if named as co-assured in the insurance policies will) make any changes relating to the classification or classification society or manager or operator of the Ships approved by the underwriters of the obligatory insurances; and

(c)

the Borrowers shall not (and shall procure in all cases that no other Security Party or other entity if named as co-assured in the insurance policies will) employ any, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.

13.13

Alteration to terms of insurances. The Borrowers shall not (and to the extent applicable shall procure in all cases that no other Security Party or other entity if named as co-assured in the insurance policies will) make or agree to any material alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance without the prior written consent of the Security Trustee (not to be unreasonably withheld).

13.14

Settlement of claims. The Borrowers shall not (and to the extent applicable shall procure in all cases that no other Security Party or other entity if named as co-assured in the insurance policies will) settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty without the prior written consent of the Security Trustee (which consent will not be unreasonably withheld),, and shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances in accordance with the Finance Documents.

13.15

Provision of copies of communications. A Borrower shall (and to the extent applicable shall procure in all cases that any other Security Party or other entity if named as co-assured in the insurance policies will), if required by the Security Trustee, provide the Security Trustee, at the time of each such communication, copies of all material written communications between that Borrower and:

(a)

the approved brokers; and

(b)

the approved protection and indemnity and/or war risks associations; and

(c)

the approved insurance companies and/or underwriters, which relate directly or indirectly to:

13.16

Provision of information. In addition, a Borrower shall (and to the extent applicable shall procure in all cases that any other Security Party or other entity if named as co-assured in the insurance policies will) promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) reasonably requests for the purpose of:

(a)

obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or

(b)

effecting, maintaining or renewing any such insurances as are referred to in Clause 13.17 below or dealing with or considering any matters relating to any such insurances,

13.17

Mortgagees’ interest. The Agent shall be entitled from time to time to effect, maintain and renew a mortgagees’ interest insurance in an amount equal to 110% of the Loan and otherwise on such terms, through such insurers and generally in such manner as the Lenders may from time to time consider appropriate and the Borrowers shall upon demand against appropriate vouchers/invoices fully indemnify the Lenders in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

13.18

Review of insurance requirements. The Majority Lenders shall be entitled to review the requirements of this Clause 13 from time to time in order to take account of any changes in circumstances after the date of this Agreement which are, in the reasonable opinion of the Majority Lenders, significant and capable of affecting the Borrowers and/or to the extent applicable any other Security Party or other entity in all cases if named as co-assured in the insurance policies or the Ships and their insurance (including, without limitation, changes in the availability or the cost of insurance coverage or the risks to which the Borrowers and/or (as the case may be) any other Security Party or other entity in all cases if named as co-assured in the insurance policies may be subject), and, prior to the occurrence of an Event of Default which is continuing, may appoint insurance consultants in relation to this review at the cost of the Borrowers and/or any other Security Party or other entity in all cases if named as co-assured in the insurance policies, subject to such appointment taking place once per year.

13.19

Modification of insurance requirements. The Security Trustee shall notify the Borrowers of any proposed modification under Clause 13.18 to the requirements of this Clause 13 which the Majority Lenders (acting reasonably) consider appropriate in the circumstances.

13.20

Compliance with instructions. The Security Trustee shall be entitled but will not be bound to (without prejudice to or limitation of any other rights which it may have or acquire under any Finance Document) to effect the insurances of the Ships in the amount and in terms acceptable to the Security Trustee from time to time at the cost and on behalf of the Borrowers and/ to the extent applicable or any other Security Party or other entity in all cases if named as co-assured in the insurance policies.

14.

SHIP’S COVENANTS

14.1

General. The Borrowers also undertake with each Creditor Party to comply with the following provisions of this Clause 14 at all times during the Security Period, except as the Agent (with the authority of the Majority Lenders) may otherwise permit.

14.2

Ship's name and registration. Each Borrower shall keep its Ship registered in its name under the Approved Flag; shall not do or allow to be done anything as a result of which such registration might be cancelled or imperilled; and shall not change the name or port of registry or flag of that Ship without the prior written consent of the Agent (acting on the authority of the Majority Lenders), such consent not to be unreasonably withheld.

14.3

Repair and classification. Each Borrower shall keep its Ship in a good and safe condition and state of repair:

(a)

consistent with first‑class ship ownership and management practice;

(b)

so as to maintain such Ship with the highest classification available for vessels of the same age, type and specification as that Ship with Lloyd’s Register of Shipping (or such other first class classification society being a member of IACS and as may be approved by the Security Trustee), free of overdue recommendations and conditions affecting that Ship’s class; and

(c)

so as to comply with all laws and regulations applicable to vessels registered at ports in the Approved Flag State or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code and the ISPS Code.

14.4

Modification. The Borrowers shall not (and shall procure that no Approved Manager shall) make any modification or repairs to, or replacement of, the Ships or equipment installed on them which would or might materially alter the structure, type or performance characteristics of the Ships or materially reduce their value.

14.5

Removal of parts. A Borrower shall not (and shall procure that no Approved Manager shall) remove any material part of its Ship, or any item of equipment installed on, such Ship unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Lenders and becomes on installation on that Ship the property of the relevant Borrower and subject to the security constituted by the Mortgage Provided that a Borrower may install leased equipment owned by a third party if the equipment can be removed without any risk of damage to its Ship.

14.6

Surveys. Each Borrower shall submit its Ship regularly to all periodical or other surveys which may be required for classification purposes, at the cost and expense of the Borrowers. The Agent shall have the right to request one or more technical survey reports of the Ships by surveyors appointed to by the Agent at the cost of the Borrowers, provided that the frequency of such reports shall be limited to one per year (unless an Event of Default shall have occurred and is continuing).

14.7

Inspection. The Borrowers shall permit the Security Trustee (by surveyors or other persons appointed by it for that purpose) to board the Ships at all reasonable times, but without interference to the Ships’ trading and operations, to inspect their condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections. Provided that the Ships are found to be in satisfactory condition, the cost of such inspections shall be borne by the Borrowers not more than once per year.

14.8

Prevention of and release from arrest. Unless contested in good faith by appropriate proceedings, the Borrowers shall promptly discharge:

(a)

all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ships, their Earnings or their Insurances; and

(b)

all taxes, dues and other amounts charged in respect of the Ships, their Earnings or their Insurances;

14.9

Compliance with laws etc. Each Borrower shall:

(a)

comply, or procure compliance by the Approved Manager with the ISM Code, the ISPS Code, all Environmental Laws and all other laws or regulations relating to the Ship owned by it, its ownership, operation and management or to the business of that Borrower (including, without limitation, the obtaining of all relevant certificates of financial responsibility and any other matters required for entering United States territorial waters or calling at any United States Port);

(b)

comply (and procure that each Security Party and each Affiliate of any of them shall comply) in all aspects with all Sanctions;

(c)

not employ its Ship nor allow her employment in any manner contrary to any Sanctions;

(d)

in the event of hostilities in any part of the world (whether war is declared or not), not cause or permit its Ship to enter or trade to any zone which is declared a war zone by any government or by that Ship's war risks insurers unless the prior written consent of the Majority Lenders has been given and the Borrowers have (at their expense) effected any special, additional or modified insurance cover which the Majority Lenders may require.

14.10

Provision of information. The Borrowers shall promptly provide the Security Trustee with any information which the Majority Lenders reasonably request regarding:

(a)

the Ships, their employment, position and engagements;

(b)

the Earnings and payments and amounts due to the master and crew of the Ships;

(c)

any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Ships and any payments made in respect of the Ships;

(d)

any towages and salvages;

(e)

their compliance, the Approved Manager’s compliance or the compliance of the Ships with the ISM Code

14.11

Notification of certain events. The Borrowers shall immediately notify the Security Trustee by letter of:

(a)

any casualty which is or is likely to be or to become a Major Casualty;

(b)

any occurrence as a result of which a Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c)

any requirement or recommendation made by any insurer or classification society (or any withdrawal of class) or by any competent authority which is not complied with in accordance with its terms;

(d)

any arrest or detention of a Ship which is not lifted within forth eight (48) hours, any exercise or purported exercise of any lien on a Ship or her Earnings or any requisition of that Ship for hire;

(e)

any intended dry docking of a Ship;

(f)

any Environmental Claim made against the Borrowers or in connection with the Ships or any Environmental Incident;

(g)

any claim for breach of the ISM Code or the ISPS Code being made against the Borrowers, the Approved Manager or otherwise in connection with the Ships; or

(h)

any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,

14.12

Restrictions on chartering, appointment of managers, etc. The Borrowers shall not without the prior written consent of the Agent (acting on the authority of the Majority Lenders):

(a)

let a Ship on demise charter for any period;

(b)

enter into any time charter or bareboat charter or consecutive voyage charter in respect of a Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 12 months;

(c)

enter into any charter in relation to a Ship under which more than 2 months' hire (or the equivalent) is payable in advance;

(d)

charter a Ship otherwise than on bona fide arm's length terms at the time when that Ship is fixed;

(e)

appoint a commercial, technical or operational manager of a Ship (other than the Approved Manager) or agree to any material alteration to the terms of the Approved Manager's appointment (and in respect of which, the consent of the Agent shall not be unreasonably withheld);

(f)

de‑activate or lay up a Ship;

(g)

change the legal ownership of the shares in a Ship;

(h)

put a Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed Seven Hundred Fifty Thousand Dollars ($750,000) (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or her Earnings for the cost of such work or otherwise; or

(i)

change the classification society with which a Ship is classed (and in respect of which, the consent of the Agent and the authority of the Majority Lenders shall not be unreasonably withheld).

14.13

Notice of Mortgage. The Borrowers shall keep each Mortgage registered against the relevant Ship as a valid first preferred mortgage, and place and maintain in a conspicuous place in the navigation room and the Master's cabin of such Ship a framed printed notice stating that such Ship is mortgaged by the relevant Borrower to the Lenders.

14.14

Sharing of Earnings. The Borrowers shall not enter into any agreement or arrangement for the sharing of any Earnings other than a profit sharing agreed at arm’s length under a charter party provided that it is not a part of any pool arrangement, in which case the Agent’s prior written consent will be required (such consent not to be unreasonably withheld).

14.15

ISPS Code. The Borrowers shall comply with the ISPS Code and in particular, without limitation, shall:

(a)

procure that a Ship and the company responsible for that Ship’s compliance with the ISPS Code, comply with the ISPS Code; and

(b)

maintain for each Ship an ISSC; and

(c)

notify the Lender immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.

14.16

Charter Assignment. if a Borrower enters into any other time charter or contract of affreightment in respect of a Ship which is of twelve (12) months or more in duration, or is capable of exceeding twelve (12) months in duration, that Borrower shall execute in favour of the Security Trustee a Charter Assignment and notice of assignment (and shall try to obtain an acknowledgement of the same from the relevant charterer or counterparty) of such time charter or contract of affreightment in such form and on such terms as the Agent may reasonably require, and shall deliver to the Agent such other documents equivalent to those referred to at paragraphs 2, 3, 4 and 5 of Schedule 3, Part A hereof as the Agent may reasonably require.

14.17

No freight derivatives. The Borrowers shall not enter into or agree to enter into (without the consent of the Majority Lenders, such consent not to be unreasonably withheld) any freight derivatives or any other instruments which have the effect of hedging forward exposure to freight derivatives.

15.

ASSET COVER RATIO SHORTFALL - ship’s valuation

15.1

Minimum Security Cover; Provision of additional security cover; prepayment of Loan. In the event the Agent (acting on the instructions of the Majority Lenders) notifies the Borrowers that:

(a)

the aggregate of the Market Value (determined as provided below) of the Ships; plus

(b)

the net realisable value of any additional security previously provided under this Clause 15 (but always excluding any amounts standing to the credit of the Earnings Account or the Retention Account or the Cash Collateral Account),

(i)

provide, or ensure that a third party provides, additional security which, in the opinion of the Majority Lenders, has a net realisable value at least equal to the shortfall and which consists of either (aa) cash pledged to the Security Trustee or any other Creditor Party which when in the form of cash in Dollars, will be valued on a Dollar for Dollar basis or (bb) a Security Interest (including, but not limited to, a first priority mortgage over another vessel), covering such asset or assets and documented in such terms as the Agent may, with authorisation from the Majority Lenders, approve or require; or

(ii)

prepay in accordance with Clause 8 such part of the Loan as will eliminate the shortfall, however, clause 8.10 will not be applicable in this Clause 15.1 (ii) and such prepayment will be applied against repayment instalments of the Loan (including the payment of the Balloon Instalment) on a pro rata basis.

15.2

Meaning of additional security. In Clause 15.1 “security” means a Security Interest over an asset or assets (whether securing the Borrowers’ liabilities under the Finance Documents or a guarantee in respect of those liabilities), or a guarantee, letter of credit or other security in respect of the Borrowers’ liabilities under the Finance Documents, in each case in a form and substance acceptable to the Agent in its sole discretion.

15.3

Requirement for additional documents. The Borrowers shall not be deemed to have complied with Clause 15.1(i) above until the Agent has received in connection with the additional security certified copies of documents of the kinds referred to in paragraphs 2, 3, 4 and 5 of Schedule 3 (Part A) and such legal opinions in terms acceptable to lawyers selected by the Agent in its sole discretion.

15.4

Valuation of a Ship. Subject to the following provisions of this Clause 15.4, the Market Value of a Ship shall be determined:

(a)

in Dollars, as at the date of (or no earlier than 30 days prior to the Drawdown Date) such valuation;

(b)

by an independent shipbroker selected by or acceptable to the Agent and reporting to the Agent;

(c)

with or without physical inspection of that Ship (as the Agent may require);

(d)

on the basis of a sale for prompt delivery for cash, free of charter and free of encumbrances on normal arm's length commercial form as between a willing seller and a willing buyer.

15.5

Value of additional vessel security. The net realisable value of any additional security which is provided under Clause 15.1 (i) and which consists of a Security Interest over a vessel other than a Ship shall be that shown by way of a valuation complying with the requirements of Clause 15.4.

15.6

Valuations binding and conclusive. Any valuation under Clause 15.1(i), 16.4 or 16.5 (absent manifest error) shall be binding and conclusive evidence of the Market Value of a Ship or of the other assets it refers to at the date of such valuation.

15.7

Provision of information. The Borrowers shall promptly provide the Agent and any shipbroker or expert acting under Clause 15.4 or Clause 15.5 with any information which the Agent or the shipbroker or expert may reasonably request for the purposes of the valuation; and, if the Borrowers fail to provide the information by the date specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Majority Lenders (or the expert appointed by them) consider prudent.

15.8

Payment of valuation expenses. Without prejudice to the generality of the Borrowers’ obligations under Clauses 20.2, 20.3 and 21.3, the Borrowers shall, subject to the provisions of Clause 15.9, on demand, pay the Agent the amount of the fees and expenses of any shipbrokers or experts instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause.

15.9

Frequency of valuations. The Agent shall be entitled to obtain written valuations of the Ships prior to the drawdown of the Loan and any time during the Security Period, provided that after drawdown of the Loan the costs and expenses of such shall only be borne by the Borrowers once per year (unless an Event of Default has occurred and is continuing, in which case the Agent shall be entitled to obtain a valuation at any time, at the cost and expense of the Borrowers).

16.

PAYMENTS AND CALCULATIONS

16.1

Currency and method of payments. All payments to be made by the Lenders or by the Borrowers under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:

(a)

by not later than 12.00 a.m. (Athens time) on the due date;

(b)

in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time for the settlement of international transactions of the type contemplated by this Agreement);

(ci)

if in Dollars, to the account of the Agent with such corresponding bank in New York as the Agent may from time to time notify to the Borrowers and the other Creditor Parties; and

(d)

in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrowers and the other Creditor Parties.

16.2

Payment on non-Business Day. If any payment by the Borrowers under a Finance Document would otherwise fall due on a day which is not a Business Day:

(a)

the due date shall be extended to the next succeeding Business Day; or

(b)

if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day,

16.3

Basis for calculation of periodic payments. All interest and commitment fee and any other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.

16.4

Distribution of payments to Creditor Parties. Subject to Clauses 16.5, 16.6 and 16.7:

(a)

any amount received by the Agent under a Finance Document for distribution or remittance to a Lender or the Security Trustee shall be made available by the Agent to that Lender, or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such Account as the Lender or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and

(b)

amounts to be applied in satisfying amounts of a particular category which are due to the Lenders generally shall be distributed by the Agent to each Lender pro rata to the amount in that category which is due to it.

16.5

Permitted deductions by Agent. Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender to pay on demand.

16.6

Agent only obliged to pay when monies received. Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrowers or any Lender any sum which the Agent is expecting to receive for remittance or distribution to the Borrowers or that Lender until the Agent has satisfied itself that it has received that sum.

16.7

Refund to Agent of monies not received. If and to the extent that the Agent makes available a sum to the Borrowers or a Lender, without first having received that sum, the Borrowers or (as the case may be) the Lender concerned shall, on demand:

(a)

refund the sum in full to the Agent; and

(b)

pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a result of making the sum available before receiving it.

16.8

Agent may assume receipt. Clause 16.7 shall not affect any claim which the Agent has under the law of restitution and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.

16.9

Creditor Party accounts. Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrowers and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrowers and any other Security Party.

16.10

Agent's memorandum account. The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrowers and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrowers and any other Security Party.

16.11

Accounts prima facie evidence. If any accounts maintained under Clauses 16.9 and 16.10 show an amount to be owing by the Borrowers or any other Security Party to a Creditor Party, those accounts shall, absent manifest error, be prima facie evidence that that amount is owing to that Creditor Party.

17.

APPLICATION OF RECEIPTS

17.1

Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:‑

(a)

FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions:

(i)

first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at (ii) and (iii) below (including, but without limitation, all amounts payable by the Borrowers under Clauses 20, 21, and 22 of this Agreement or by the Borrowers or any other Security Party under any corresponding or similar provision in any other Finance Document);

(ii)

secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents; and

(iii)

thirdly, in or towards satisfaction of the Loan on a pro rata basis;

(b)

SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrowers, the Security Parties and the other Creditor Parties, states in its reasonable opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a); and

(c)

THIRDLY: any surplus shall be paid to the Borrowers or to any other person appearing to be entitled to it.

17.2

Variation of order of application. The Agent may, following the occurrence of an Event of Default or a Potential Event of Default which is continuing, with the authorisation of the Majority Lenders by notice to the Borrowers, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 either as regards a specified sum or sums or as regards sums in a specified category or categories.

17.3

Appropriation rights overridden. This Clause 17 and any notice which the Agent gives under Clause 17.2 shall override any right of appropriation possessed, and any appropriation made, by the Borrowers or any Security Party.

18.

APPLICATION OF EARNINGS

18.1

Payment and application of Earnings. The Borrowers undertake with each Creditor Party to ensure that, throughout the Security Period (and subject only to the provisions of the General Assignment), as long as no Event of Default has occurred which is continuing, all the Earnings of a Ship are credited to the relevant Earnings Account and shall be applied as follows:

(a)

first, towards payment of all sums other than principal and interest due to the Lenders under this Agreement and the other Finance Documents;

(b)

secondly, towards payment of the next instalment of principal and the next payment of interest due to the Lenders in accordance with the provisions of Clause 18.2;

(c)

thirdly, any surplus shall (subject always to the other provisions of this Clause 18 and provided no Event of Default is continuing) be available to the Borrowers, and

18.2

Monthly retentions. The Borrowers undertake with each Creditor Party to ensure that, in each calendar month of the Security Period commencing one month after a Drawdown Date, on such dates as the Agent may from time to time specify, there is transferred to the Retention Account out of the aggregate Earnings received in the Earnings Account(s) during the preceding calendar month:

(a)

one‑third of the amount of the repayment instalment falling due under Clause 8 on the next Repayment Date; and

(b)

the relevant fraction of the aggregate amount of interest on the Loan which is payable on the next due date for payment of interest under this Agreement.

18.3

Shortfall in Earnings. If the aggregate Earnings received in the Earnings Account(s) are insufficient in any month for the required amount to be transferred to the Retention Account under Clause 18.2, the Borrowers shall make up the amount of the insufficiency on demand from the Agent; but, without thereby prejudicing the Agent’s right to make such demand at any time, the Agent may permit the Borrowers to make up all or part of the insufficiency by increasing the amount of any transfer under Clause 18.2 from the Earnings received in the next or subsequent months.

18.4

Application of retentions. Until an Event of Default occurs, the Lenders shall on each Repayment Date and on each due date for the payment of interest under this Agreement apply in accordance with the payment details set out in Clause 16.1 so much of the balance on the Retention Account as equals:

(a)

the repayment instalment due on that Repayment Date; or

(b)

the amount of interest payable on that interest payment date;

18.5

Interest accrued on Retention Account. Any credit balance on the Retention Account shall bear interest at the rate from time to time offered by the Account Bank to its customers for Dollar deposits of similar amounts and for periods similar to those for which such balance appears to the Account Bank likely to remain on the Retention Account.

18.6

Location of accounts. The Borrowers and each other holder of an Account shall maintain the Accounts with the Account Bank, free of Security Interest and rights of set-off (other than as created under the Accounts Pledges), until no amount remains outstanding under this Agreement or any other Finance Documents and shall procure that transfers are made from each Account (and irrevocably authorises the Agent following the occurrence of an Event of Default which is continuing to instruct the Account Bank to transfer from each Account) in order to facilitate the payment of amounts required and/or contemplated by this Agreement and the other Finance Documents and shall promptly:

(a)

comply with any requirement of the Agent as to the location or re‑location of any of the Accounts;

(b)

execute any documents which the Lenders specify to create or maintain in execute any documents which the Agent specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) each Account.

18.7

Debits for expenses etc. The Agent shall be entitled (but not obliged) from time to time to debit the Earnings Account(s) with prior notice to the Borrowers in order to discharge any amount due and payable under Clause 20 or 21 to a Creditor Party or payment of which a Creditor Party has become entitled to demand under Clause 20 or 21.

18.8

Borrowers’ obligations unaffected. The provisions of this Clause 18 do not affect:

(a)

the liability of the Borrowers to make payments of principal and interest on the due dates; or

(b)

any other liability or obligation of the Borrowers or any Security Party under any Finance Document.

19.

EVENTS OF DEFAULT

19.1

Events of Default. An Event of Default occurs if:

(a)

any Borrower or any Security Party fail to pay when due or (if payable on demand) three (3) days following the date on which the written demand is served any sum payable under a Finance Document or under any document relating to a Finance Document, unless such failure to pay is caused by an administrative or technical error or any disruption event in the payment/communication system which is beyond the control of that Borrower, in which case that Borrower shall rectify such error within three (3) Business Days; or

(b)

any breach occurs of Clauses 9.2, 9.3, 10.12, 11,2, 11.11, 11.17, 12.2, 12.3, 13 or 15.1, and in case any such breach (other than those referred to in Clauses 9.2, 9.3, 13 and 15.1 hereinabove to which other grace periods are applicable, as therein provided) is in the opinion of the Security Trustee, capable of remedy, if it will continue un-remedied for seven (7) Business Days after its occurrence; or

(c)

any breach of the obligations set out in Clause 11.21 occurs which in the reasonable opinion of the Majority Lenders could have a Material Adverse Effect.

(d)

any breach by any Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraph (a) or (b)) which, in the opinion of the Majority Lenders, is capable of remedy, and such default continues un-remedied ten (10) days after written notice from the Agent requesting action to remedy the same; or

(e)

(subject to any applicable grace period specified in the Finance Document) any breach by any Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)); or

(f)

any representation, warranty or statement made by, or by an officer of, a Borrower or a Security Party in a Finance Document or in a Drawdown Notice or any other notice or document relating to a Finance Document is untrue or misleading in a material way when it is made; or

(g)

any of the following occurs in relation to any Financial Indebtedness of any Borrower:

(i)

any Financial Indebtedness of any Borrower is not paid when due or, if payable on demand, three (3) days following the date on which the written demand is served; or

(ii)

any Financial Indebtedness of any Borrower becomes due and payable or capable of being declared due and payable prior to its stated maturity date as a consequence of any event of default; or

(iii)

a lease, hire purchase agreement or charter creating any Financial Indebtedness of any Borrower is terminated by the lessor or owner or becomes capable of being terminated as a consequence of any termination event; or

(iv)

any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of any Borrower ceases to be available or becomes capable of being terminated as a result of any event of default, or cash cover is required, or becomes capable of being required, in respect of such a facility as a result of any event of default; or

(v)

any Security Interest securing any Financial Indebtedness of any Borrower becomes enforceable; or

(h)

any of the following occurs in relation to any Borrower:

(i)

a Borrower becomes, in the opinion of the Majority Lenders, unable to pay its debts as they fall due; or

(ii)

any assets of a Borrower are subject to any form of execution, attachment, arrest, sequestration or distress in respect of a sum of, or sums aggregating, $500,000 or more or the equivalent in another currency unless such execution, attachment, arrest, sequestration or distress is being contested in good faith and on substantial grounds and is discussed or withdrawn within thirty (30) days of the occurrence thereof; or

(iii)

any administrative or other receiver is appointed over any asset of a Borrower; or

(iv)

an administrator is appointed (whether by the court or otherwise) in respect of a Borrower;

(v)

a Borrower makes any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent, or a winding up or administration order is made in relation to that Borrower, or the members or directors of that Borrower pass a resolution to the effect that it should be wound up, placed in administration; or

(vi)

a resolution is passed, an administration notice is given or filed, a bona fide application or petition to a court is made or presented or any other step is taken by (aa) any Borrower or the Guarantor (bb) the members or directors of any Borrower or the Guarantor, (cc) a holder of Security Interests which together relate to all or substantially all of the assets of any Borrower or the Guarantor, or (dd) a government minister or public or regulatory authority of a Relevant Jurisdiction for or with a view to the winding up of any Borrower and the Guarantor or the appointment of a provisional liquidator or administrator in respect of any Borrower or the Guarantor ceasing or suspending business operations or payments to creditors, save that this paragraph does not apply to a fully solvent winding up of a person other than a Borrower and the Guarantor which is, or is to be, effected for the purposes of an amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than three months after the commencement of the winding up

(vii)

an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by a creditor of a Borrower or of the Guarantor (other than a holder of Security Interests which together relate to all or substantially all of its assets) for the winding up of a Borrower or the Guarantor or the appointment of a provisional liquidator or administrator in respect of any of the above in any Relevant Jurisdiction, unless the proposed winding up, appointment of a provisional liquidator or administration is being contested in good faith, on substantial grounds and not with a view to some other insolvency law procedure being implemented instead and either (aa) the application or petition is dismissed or withdrawn within 30 days of being made or presented, or (bb) within 30 days of the administration notice being given or filed, or the other relevant steps being taken, other action is taken which will ensure that there will be no administration and (in both cases (aa) or (bb)) such Borrower or the Guarantor will continue to carry on business in the ordinary way and without being the subject of any actual, interim or pending insolvency law procedure

(viii)

a petition is presented in any Relevant Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator, of a Borrower unless the petition is being contested in good faith and on substantial grounds and is dismissed or withdrawn within 30 days of the presentation of the petition; or

(ix)

a Borrower petitions a court, or presents any proposal for, any form of judicial or non‑judicial suspension or deferral of payments, reorganisation of its debt (or certain of its debt) or arrangement with all or a substantial proportion (by number or value) of its creditors or of any class of them or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise; or

(x)

any meeting of the members or directors of a Borrower is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iii), (iv), (v) or (vi) above; or

(xi)

in a Relevant Jurisdiction other than England, any event occurs or any procedure is commenced which, in the reasonable opinion of the Majority Lenders, is similar to any of the foregoing; or

(i)

any Borrower ceases or suspends carrying on its business or a part of its business which, in the opinion of the Majority Lenders, is material in the context of this Agreement; or

(j)

it becomes unlawful in any Relevant Jurisdiction or impossible:

(i)

for any Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document; or

(ii)

for the Agent, the Security Trustee, the Account Bank or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or

(k)

any consent necessary to enable a Borrower to own, operate or charter a Ship or to enable such Borrower or any Security Party to comply with any provision which the Majority Lenders (acting reasonably) consider material of a Finance Document is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled; or

(l)

it appears to the Majority Lenders that, without their prior consent (which shall not be unreasonably withheld), a change has occurred after the date of this Agreement in the legal or beneficial ownership of the shares in the Borrowers or in the ultimate control of the voting rights attaching to any shares of the Guarantor as declared to the Agent prior to the execution of this Agreement. For the avoidance of doubt the Agent consents and agrees to any changes relating to the Guarantor’s trading shares in the normal course of business and confirm that such changes do not violate the terms of this Agreement; or

(m)

any provision which the Majority Lenders (acting reasonably) consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another third party claim or interest; or

(n)

the security constituted by a Finance Document is in any way imperilled or in jeopardy; or

(o)

If any debt of any Security Party (which in the case of the Guarantor exceeds an aggregate amount of $1,000,000) is not paid when due or any debt of any Security Party (which in the case of the Guarantor exceeds an aggregate amount of $1,000,000) becomes due and payable prior to the date when it would otherwise have become due (unless as a result of the exercise by the relevant Security Party of a voluntary right of prepayment), or any creditor of any Security Party becomes entitled to declare its claim (which in the case of the Guarantor exceeds an aggregate amount of $1,000,000) due and payable, or any facility or commitment available to any Security Party is withdrawn, suspended or cancelled by reason of any default (however described) of such Security Party, and such debt is not discharged within seven (7) Business Days; or

(p)

any of the following occurs in relation to any of the Ships:

(i)

a Ship is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim or otherwise taken from the possession of a Borrower (for any reason other than the reason of a Total Loss of such Ship) and that Borrower shall fail to procure the release of such Ship within a period of forty (40) days thereafter; or

(ii)

any change to the name or port of registry, or flag of any Ship is made without the prior written consent of the Agent (acting on the authority of the Majority Lenders), (such consent not to be unreasonably withheld) or the registration of any Ship in the ownership of the relevant Borrower under the laws and flag of the Approved Flag State is cancelled or terminated without the prior written consent of the Agent or, if any Ship is only provisionally registered on the Drawdown Date of the Loan and is not permanently registered under the laws and flag of Approved Flag State at least five (5) days prior to the deadline for completing such permanent registration; or

(iii)

in the event of hostilities in any part of the world (whether war is declared or not), any Ship is entered or trades to any zone which is declared a war zone by any government or by that Ship's war risks insurers unless the prior written consent of the Majority Lenders has been given and the relevant Borrower being that Ship’s registered owner, has (at its expense) effected any special, additional or modified insurance cover which the Majority Lenders may require or an Approved Flag State, becomes involved in hostilities or civil war or there is a seizure of power in the relevant Approved Flag State by unconstitutional means if, in any such case, such event could in the opinion of the Majority Lenders reasonably be expected to have a Material Adverse Effect on the security constituted by any of the Finance Documents and the relevant Borrower being that Ship’s registered owner fails to register that Ship under another Approved Flag State as and when requested by the Majority lenders or do such other action as the Agent may reasonably require to ensure that such event or circumstance will not have a Material Adverse Effect within 30 days of notice from the Agent or such longer period as the Agent may in its discretion agrees; or

(iv)

any Relevant Person and/or the Approved Manager and/or any of their respective Environmental Affiliates fails to comply with any Environmental Approval or any Environmental Law and all other laws or regulations relating to any Ship, her operation and management (including, without limitation, the obtaining of all relevant certificates of financial responsibility and any other matters required for entering United States territorial waters or calling at any United States Port) or any Ship is involved in any incident which gives rise or which may give rise to any Environmental Claim, if in any such case, such non-compliance or incident or the consequences thereof could be expected to have a material adverse effect on the business assets, operations, property or financial condition of any Borrower or the Guarantor or any other Security Party or on the security created by any of the Finance Documents; or

(v)

a Security Party or any other person fails or omits to comply with any requirements of the protection and indemnity association or other insurer with which any of the Ships is entered for insurance or insured against protection and indemnity risks (including oil pollution risks) to the effect that any cover in relation to that Ship (including without limitation, liability for Environmental Claims arising in jurisdictions where that Ship operates or trades) is or may be liable to cancellation, qualification or exclusion at any time; or

(vi)

a Ship ceases to be managed by the Approved Manager (for any reason other than the reason of a Total Loss or sale of that Ship) without the approval of the Majority Lenders (not to be unreasonably withheld) and the relevant Borrower being that Ship’s registered owner fails to appoint another Approved Manager prior to the termination of the mandate with the previous Approved Manager; or

(vii)

any Earnings of a Ship are not paid to the relevant Earnings Account for any reason whatsoever (other than with the Agent’s prior written consent); or

(viii)

a Ship ceases to comply with the ISM Code or, as the case may be, the ISPS Code; or

(q)

any other event occurs or any other circumstances arise or develop including, without limitation:

(i)

a Material Adverse Effect; or

(ii)

any accident or other event involving a Ship in the light of which the Majority Lenders (acting reasonably) consider that there is a significant risk that the relevant Borrower, being that Ship’s registered owner, is, or will later become, unable to discharge its liabilities under the Finance Documents as they fall due.

19.2

Actions following an Event of Default. On, or at any time after, the occurrence of an Event of Default which is continuing:

(a)

the Agent may, and if so instructed by the Majority Lenders, the Agent shall:

(b)

the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a) (i) or (ii) above, the Security Trustee, the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law.

19.3

Termination of Commitments. On the service of a notice under paragraph (a)(i) of Clause 19.2, the Commitments and all other obligations of each Lender to the Borrowers under this Agreement shall terminate.

19.4

Acceleration of Loan. On the service of a notice under paragraph (a)(ii) of Clause 19.2, the Loan, all accrued interest and all other amounts accrued or owing from the Borrowers or any Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand.

19.5

Multiple notices; action without notice. The Agent may serve notices under paragraphs (a) (i) and (ii) of Clause 19.2 simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in that Clause if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.

19.6

Notification of Creditor Parties and Security Parties. The Agent shall send to each Lender, the Security Trustee, the Account Bank and each Security Party a copy or the text of any notice which the Agent serves on the Borrowers under Clause 19.2; but the notice shall become effective when it is served on the Borrowers, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide the Borrowers or any Security Party with any form of claim or defence.

19.7

Creditor Parties’ rights unimpaired. Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders under a Finance Document or the general law; and, in particular, this Clause is without prejudice to Clause 3.1 and Clause 3.2.

19.8

Exclusion of Creditor Party Liability. No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to the Borrowers or a Security Party:

(a)

for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or

(b)

as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset; except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been caused by the gross negligence or the wilful misconduct of such Creditor Party's own officers and employees or (as the case may be) such receiver's or manager's own partners or employees.

19.9

Interpretation. In Clause 19.1 references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in Clause 19.1(h) “petition” includes an application.

19.10

Relevant Persons. In this Clause 19, a “Relevant Person” means the Borrowers, the Guarantor, the Approved Manager and any other Security Party.

20.

FEES AND EXPENSES

20.1

Evaluation Costs and Expenses – Commitment Fee

(a)

The Borrowers shall irrevocably and unconditionally pay to the original Lender specified in Schedule 1 (The lenders and their Commitments) of this Agreement, a non-refundable amount equal to one hundred and seventy five thousand Dollars ($175,000) on the Drawdown Date of the Loan representing the cost and expenses for the evaluation of the Commitment and the terms on which it shall be made available (as outlined in this Agreement) and the arrangement of the drawdown of the Loan, whether in whole or in part.

(b)

The Borrowers shall pay to the Agent a commitment fee at the rate of zero point fifty per cent (0.50%) per annum on the undrawn portion of the Maximum Facility Amount, such fee accruing from the date hereof and being payable quarterly in arrears to the Agent on account of the Lenders on the earliest of:

(c)

The Evaluation Costs and Expenses and Commitment Fee referred to in this Clause 20.1 shall not be refundable irrespective of whether the Loan is drawn or not.

20.2

Costs of negotiation, preparation etc. The Borrowers shall pay to the Agent on its demand the amount of all expenses (including, but not limited to, all legal expenses and VAT, if applicable) incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document, other than any syndication costs/expenses.

20.3

Costs of variations, amendments, enforcement etc. The Borrowers shall pay to the Agent, on the Agent's demand, the amount of all expenses incurred by a Lender in connection with:

(a)

any amendment or supplement to a Finance Document, or any proposal for such an amendment or supplement to be made, including, but not limited to, an amendment pursuant to or contemplated by Clause 24.7;

(b)

any consent or waiver by the Lenders, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document;

(c)

the valuation of any security provided or offered under Clause 15 or any other matter relating to such security;

(d)

any step taken by the Agent or the Security Trustee concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose.

20.4

Documentary taxes. The Borrowers shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent's demand, fully indemnify each Creditor Party against any liabilities and expenses resulting from any failure or delay by the Borrowers to pay such a tax.

20.5

Certification of amounts. A notice which is signed by at least one officer of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall, save for manifest error, be prima facie evidence that the amount, or aggregate amount, is due.

21.

INDEMNITIES

21.1

Indemnities regarding borrowing and repayment of Loan. The Borrowers shall fully indemnify the Agent and each Lender on the Agent's written demand and the Security Trustee on its demand in respect of all expenses, liabilities and losses which are incurred by that Creditor Party, or which that Creditor Party reasonably and with due diligence estimates that it will incur, as a result of or in connection with:

(a)

the Loan not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by the Lender claiming the indemnity;

(b)

the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period;

(c)

any failure (for whatever reason) by the Borrowers to make payment of any amount due under a Finance Document on the due date or, if payable on demand, three (3) days following the date on which the written demand is served (after giving credit for any default interest paid by the Borrowers on the amount concerned under Clause 8);

(d)

the occurrence and/or continuance of an Event of Default or a Potential Event of Default (including, but not limited to, a breach of Clauses 11.17 or 11.19) and/or the acceleration of Loan under Clause 19.4;

21.2

Breakage costs. Without limiting its generality, Clause 21.1 covers any liability, expense or loss, incurred by a Lender:

(a)

in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of its Contribution and/or any overdue amount (or an aggregate amount which includes its Contribution or any overdue amount); and

(b)

in terminating, or reversing or otherwise in connection with, any open position arising under this Agreement.