US$53,560,000 SUSTAINABILITY-LINKED TERM LOAN FACILITY

(1)	WORLD SHIPPING CO., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands with registration number 109649, whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH 96960 as a borrower ("Borrower A")

(2)	HONOR SHIPPING CO., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands with registration number 114553, whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH 96960 as a borrower ("Borrower B")

(3)	MEI SHIPPING CO., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands with registration number 129759, whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH 96960 as a borrower ("Borrower C")

(4)	SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands with registration number 27721, whose registered address is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, ▇▇▇▇▇▇▇▇ Islands as guarantor (the "Guarantor")

(5)	THE COMPANIES listed in Part A of Schedule 1 (The Parties) as hedge guarantors (the "Hedge Guarantors")

(6)	PIRAEUS BANK S.A., with corporate registration number (GCR NO) 157660660000, having its registered address at ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ acting through its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇▇▇ as lender (the "Original Lender")

(A)	The Lender has agreed to make available to the Borrowers a facility in aggregate of up to $53,560,000 in two Tranches as follows:

(i)

Tranche A in an amount equal to the lesser of (a) US$24,000,000 and (b) the Existing Indebtedness as at the Utilisation Date, for the purpose of refinancing the Existing Indebtedness; and

(ii)

Tranche B in an amount equal to the lesser of (a) US$29,560,000, (b) 80 per cent. of the Purchase Price of Ship C, (c) 76 per cent. of the Initial Market Value of Ship C, (d) such amount which when added to Tranche A results in a Loan amount which does not exceed 52 per cent. of the aggregate Initial Market Value of the Ships and (e) such amount which when added to Tranche A results in a Loan amount which does not exceed 53.1 per cent. of the aggregate of the Initial Market Value of Ship A and Ship B plus the Purchase Price of Ship C, for the purpose of part financing the Purchase Price payable for Ship C under the MOA.

(B)	The Lender may enter into interest rate swap transactions with the Borrowers from time to time to hedge the Borrowers' exposure under this Agreement to interest rate fluctuations.

1	DEFINITIONS AND INTERPRETATION

1.1	Definitions

(a)

Ci is based on fuel consumption multiplied by the relevant CO2 factor per departure voyage i;

(b)

dwt is the deadweight at maximum summer draught of that Ship;

(c)

▇▇ is the distance travelled on the voyage; and

(d)

such calculation is based on all voyages performed by that Ship over a Sustainability Period.

(a)

in relation to a Ship A, A1 Bulk carrier BC-A (Holds 2, 4, 6 & 8 may be empty), ESP, AMS, ACCU, CPS, CSR;

(b)

in relation to Ship B, I HULL MACH Bulk carrier ESP -heavy cargo -nonhomload (holds 2, 4, 6, 8 may be empty) Unrestricted navigation AUT-UMS, MON-SHAFT, INWATERSURVEY; or

(c)

in relation to Ship C, NS*(CSR,BC-XII, GRAB 20, PSPC-WBT, 1C)(ESP)(IWS)(PSCM) NMS*,

(a)

in relation to Ship A, ABS;

(b)

in relation to Ship B, Bureau Veritas; or

(c)

in relation to Ship C, NKK,

(a)

Seanergy Management Corp., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands with registration number 29849, whose registered address is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, ▇▇▇▇▇▇▇▇ Islands;

(b)

Fidelity Marine Inc., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered address is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, ▇▇▇▇▇▇▇▇ Islands; or

(c)

any other person approved in writing by the Lender as the commercial manager of a Ship.

(a)

V. Group Manpower Services of England & Wales whose registered address is at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇;

(b)

V.Ships Greece Ltd. a corporation incorporated in Bermuda having a registered office at ▇▇▇ ▇▇▇▇▇, ▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇;

(c)

Global Seaways S.A. of the Republic of the ▇▇▇▇▇▇▇▇ Islands, with registered address at Ajeltake Road, Ajeltake Island, Majuro, MH 96960; or

(d)

any other person approved in writing by the Lender as the crew manager of a Ship.

(a)

V.Ships Greece Ltd. a corporation incorporated in Bermuda having a registered office at ▇▇▇ ▇▇▇▇▇, ▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇-▇▇-▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇;

(b)

V.Ships Limited, a corporation incorporated and existing under the laws of Cyprus whose registered office is at ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇;

(c)

Seanergy Shipmanagement Corp., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands with registration number 71736, whose registered address is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, ▇▇▇▇▇▇▇▇ Islands; or

(d)

any other person approved in writing by the Lender as the technical manager of a Ship.

(a)

each Existing Charter; or

(b)

in relation to a Ship, and any other time charterparty, consecutive voyage charter or contract of affreightment in respect of that Ship having a duration (or capable of having a duration) of more than 13 months and any guarantee of the obligations of the charterer under such charter in each case made on terms and with a charterer acceptable in all respects to the Lender.

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b)

in relation to any state other than such an EEA Member Country and the United Kingdom, 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; and

(c)

in relation to the United Kingdom, the UK Bail-In Legislation.

(a)

the interest which the Lender should have received for the period from the date of receipt of all or any part of the Loan or an Unpaid Sum to the last day of the current Interest Period in relation to the Loan, the relevant part of the Loan or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period,

(b)

the amount which the Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

(a)

is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 43 (Confidential Information); or

(b)

is identified in writing at the time of delivery as non-confidential by any Transaction Obligor, any member of the Group or any of its advisers; or

(c)

is known by the Lender before the date the information is disclosed to it by any Transaction Obligor, any member of the Group or any of its advisers or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with any Transaction Obligor or the Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties or, if applicable, any Transaction Obligor; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Transaction Obligor preventing that, or any other, Party or, if applicable, any Transaction Obligor:

(i)

from performing its payment obligations under the Finance Documents to which it is a party; or

(ii)

from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,

(a)

the following, save to the extent that any of them is, with the prior written consent of the Lender, ▇▇▇▇▇▇ or shared with any other person:

(i)

all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;

(ii)

the proceeds of the exercise of any lien on sub-freights;

(iii)

compensation payable to a Borrower or the Lender in the event of requisition of that Ship for hire or use;

(iv)

remuneration for salvage and towage services;

(v)

demurrage and detention moneys;

(vi)

without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship;

(vii)

all moneys which are at any time payable under any Insurances in relation to loss of hire;

(viii)

all monies which are at any time payable to a Borrower in relation to general average contribution; and

(b)

if and whenever that Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (viii) of paragraph (a) 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, emission, spill or discharge of Environmentally Sensitive Material whether within a Ship or from a Ship into any other vessel or into or upon the air, water, land or soils (including the seabed) or surface water; or

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than any Ship and which involves a collision between any Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or a Ship and/or any Transaction Obligor and/or any operator or manager of a Ship 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, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from a Ship and in connection with which any Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

(a)

in relation to Ship A, the time charter dated 21 December 2023 made between Borrower A and the Existing Charterer for a period of minimum 21 (twenty-one) to about 24 (twenty-four) months; and

(b)

in relation to Ship B, the time charter dated 23 June 2022 made between Borrower B and the Existing Charterer for a period of minimum 20 (twenty) to about 24 (twenty-four) months,

(a)

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

(b)

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

(c)

any agreement pursuant to the implementation of any treaty, law or regulation 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)

any Hedging Agreement;

(c)

the Utilisation Request;

(d)

any Security Document;

(e)

any Subordination Deed;

(f)

any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or

(g)

any other document designated as such by the Lender and the Borrowers.

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

(h)

any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i)

the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

(a)

that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship; and

(b)

any Charter and any Charter Guarantee in relation to that Ship,

(a)

all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, effected in relation to 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 such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.

(a)

either:

(i)

the applicable CME Term SOFR (as of the Quotation Day) for the longest period (for which CME Term SOFR is available) which is less than the Interest Period of the Loan or that part of the Loan; or

(ii)

if no such CME Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, SOFR for the day which is two US Government Securities Business Days before the Quotation Day; and

(b)

the applicable CME Term SOFR (as of the Quotation Day) for the shortest period (for which CME Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan.

(a)

the Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become the Lender in accordance with Clause 30 (Changes to the Lender),

(a)

as at a date not more than 14 days previously (and in respect of an Initial Market Value, 30 days previously);

(b)

by an Approved Valuer (appointed by, and reporting to, the Lender);

(c)

with or without physical inspection of that Ship or such other vessel (as the Lender may require); and

(d)

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

(a)

the business, operations, property, condition (financial or otherwise) or prospects of any Transaction Obligor, any member of the Group or the Group as a whole; or

(b)

the ability of any Transaction Obligor to perform its obligations under any Finance Document; or

(c)

the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of the Lender under any of the Finance Documents.

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

(a)

an account in the name of that Borrower with the Account Bank designated "[Name of Borrower] - Operating Account";

(b)

any other account in the name of that Borrower with the Account Bank which may, with the prior written consent of the Lender, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)

any sub-account of any account referred to in paragraphs (a) or (b) above.

(a)

which is a time, voyage or consecutive voyage charter;

(b)

the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 13 months plus a redelivery allowance of not more than 30 days;

(c)

which is entered into on bona fide arm's length terms at the time at which that Ship is fixed; and

(d)

in relation to which not more than two months' hire is payable in advance,

(a)

any Financial Indebtedness incurred under the Finance Documents;

(b)

in relation to Borrower A and Borrower B, until the Delivery Date, the Existing Indebtedness;

(c)

any Financial Indebtedness incurred in a Borrower's or each Approved Manager's course of ordinary business; and

(d)

any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to a Subordination Deed or otherwise and which is, in the case of any such Financial Indebtedness of a Borrower, the subject of Subordinated Debt Security.

(a)

Security created by the Finance Documents;

(b)

in relation to Borrower A, Borrower B, Ship A and Ship B, until the Delivery Date, the Existing Security;

(c)

liens for unpaid master's and crew's wages in accordance with first class ship ownership and management practice and not being enforced through arrest;

(d)

liens for salvage;

(e)

liens for master's disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and management practice and not being enforced through arrest; and

(f)

any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship:

(i)

not as a result of any default or omission by any Borrower;

(ii)

not being enforced through arrest; and

(iii)

subject, in the case of liens for repair or maintenance, to Clause 26.16 (Restrictions on chartering, appointment of managers etc.),

(a)

an account in the name of Borrower A with the Account Bank designated "World Shipping Co. - Pledged Deposit Account";

(b)

any other account in the name of either the Borrowers or the Corporate Guarantor with the Account Bank which may, with the prior written consent of the Lender, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)

any sub-account of any account referred to in paragraphs(a) or (b) above.

(a)

who is not themselves a Transaction Obligor, a Subsidiary of a Transaction Obligor, one of their respective directors, officers or employees or an agent of any of them; and

(b)

who is targeted only by "sectoral sanctions," or other Sanctions that do not generally prohibit transactions with such person,

(i)

a Transaction Obligor, the Lender or any other person organised or resident in the US, UK or EU would be prohibited by the law of such jurisdiction from entering into, directly or indirectly, such transaction with such person; or

(ii)

the transaction involving such person would require a specific Authorisation by an applicable Sanctions authority (unless such specific Authorisation has been granted).

(a)

the applicable CME Term SOFR as of the Quotation Day 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 10.1 (Unavailability of CME Term SOFR),

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

(a)

any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b)

any capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever.

(a)

imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of America; or

(b)

otherwise imposed by any law or regulation binding on a Transaction Obligor or a Third Party Manager or a member of the Group or to which a Transaction Obligor or a Third Party Manager or a member of the Group is subject.

(a)

any Shares Security;

(b)

any Account Security;

(c)

any Hedging Agreement Security;

(d)

any Mortgage;

(e)

any General Assignment;

(f)

any Charterparty Assignment;

(g)

any Manager's Undertaking;

(h)

any Subordinated Debt Security;

(i)

any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or

(j)

any other document designated as such by the Lender and the Borrowers

(a)

the Transaction Security expressed to be granted in favour of the Lender and all proceeds of that Transaction Security;

(b)

all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the Lender and secured by the Transaction Security together with all representations and warranties expressed to be given by a Transaction Obligor or any other person in favour of the Lender; and

(c)

the Lender's interest in any turnover trust created under the Finance Documents.

(a)

any Transaction Obligor; or

(b)

any other person subject to the consent of the Lender who becomes a Subordinated Creditor in accordance with this Agreement.

(a)

a Subordinated Loan Agreement; and

(b)

any other document relating to or evidencing Subordinated Liabilities.

(a)

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

(b)

any Requisition of that Ship unless that Ship is returned to the full control of the relevant Borrower within 30 days of such Requisition.

(a)

in the case of an actual loss of that 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 that Ship, the earlier of:

(i)

the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and

(ii)

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

(c)

in the case of a Requisition, the date on which that Requisition occurs; and

(d)

in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Lender that the event constituting the total loss occurred.

(a)

a Finance Document;

(b)

a Subordinated Finance Document;

(c)

any Management Agreement;

(d)

any Charter;

(e)

the MOA;

(f)

any related Charter Guarantee; or

(g)

any other document designated as such by the Lender and the Borrowers.

(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)

a person which is resident for tax purposes in the US; or

(b)

a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

(a)

any value added tax imposed by the Value Added Tax Act 1994;

(b)

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

(c)

any other tax of a similar nature, whether imposed in the United Kingdom or a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) 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 other than the UK 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 the UK Bail-In Legislation, 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.

1.2	Construction

(a)	Unless a contrary indication appears, a reference in this Agreement to:

(i)

the "Account Bank", any "Borrower", the "Lender", any "Obligor", any "Party", any "Transaction Obligor" or any other person shall be construed so as to include its successors in title and permitted assigns;

(ii)

"assets" includes present and future properties, revenues and rights of every description;

(iii)

a liability which is "contingent" means a liability which is not certain to arise and/or the amount of which remains unascertained;

(iv)

"document" includes a deed and also a letter, fax, email or telex;

(v)

"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;

(vi)

the Lender's "cost of funds" in relation to the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a notional basis) which the Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of the Loan or that part of the Loan for a period equal in length to the Interest Period of the Loan or that part of the Loan;

(vii)

a "Finance Document", a "Security Document" or "Transaction Document" or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, replaced, novated, supplemented, extended or restated;

(viii)

"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(ix)

"law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

(x)

"proceedings" means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;

(xi)

a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(xii)

a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xiii)

a provision of law is a reference to that provision as amended or re-enacted from time to time;

(xiv)

a time of day is a reference to Athens time;

(xv)

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

(xvi)

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

(xvii)

"including" and "in particular" (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used; and

(xviii)

a reference to a "Ship", its name, its flag and, if applicable, its port of registry shall include any replacement name, flag and, if applicable, replacement port of registry, in each case, as may be approved in writing from time to time by the Lender.

(b)	The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)	Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.

(d)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under, or in connection with, any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e)	A Potential Event of Default is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been waived.

1.3	Construction of insurance terms

1.4	Agreed forms of Finance Documents

(a)	in a form attached to a certificate dated the same date as this Agreement (and signed by each Borrower and the Lender); or

(b)	in any other form agreed in writing between each Borrower and the Lender.

1.5	Third party rights

(a)	Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.

(b)	Subject to paragraph (c) below but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(c)	Any Affiliate or Receiver or Delegate or any other person described in paragraph (f) of Clause 14.2 (Other indemnities) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

2	THE FACILITY

3

PURPOSE

3.1

Purpose

3.2	Monitoring

4	CONDITIONS OF UTILISATION

4.1	Initial conditions precedent

4.2	Further conditions precedent

(a)	on the date of the Utilisation Request and on the proposed Utilisation Date and before the Loan is made available:

(i)

no Default has occurred and is continuing or would result from the proposed Loan;

(ii)

the Repeating Representations to be made by each Transaction Obligor are true;

(iii)

no event described in paragraph (a) of Clause 7.5 (Change of control) has occurred;

(iv)

no Ship has been sold nor become a Total Loss;

(v)

no event or series of events has occurred which is likely to have a Material Adverse Effect; and

(vi)

no event has occurred which would give rise to the provisions of Clause 10.3 (Cost of funds); and

(b)	the Lender has received on or before the Utilisation Date, or is satisfied it will receive when the Loan is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.

4.3	Conditions precedent to release of the Loan or part thereof to the Seller

(a)	on the Delivery Date and before the Loan or part thereof is released:

(i)

no Default has occurred and is continuing or would result from the proposed Loan;

(ii)

the Repeating Representations to be made by each Transaction Obligor are true;

(iii)

no Ship has been sold or become a Total Loss;

(iv)

no event or series of events has occurred which is likely to have a Material Adverse Effect;

(v)

no event has occurred which would give rise to the provisions of Clause 10.3 (Cost of funds); and

(b)	on or before the Delivery Date, the Lender has received or is satisfied that it will receive when the Loan or part thereof is released, all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.

4.4	Notification of satisfaction of conditions precedent

4.5	Waiver of conditions precedent

5	UTILISATION

5.1	Delivery of the Utilisation Request

5.2	Completion of the Utilisation Request

(a)	The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)

the currency and amount of the Loan, and each Tranche, comply with Clause 5.3 (Currency and amount);

(iii)

all applicable deductible items have been completed; and

(iv)

the proposed Interest Period complies with Clause 9.1 (Selection of Interest Periods).

(b)	Only one Utilisation may be requested in the Utilisation Request.

(c)	Both Tranches shall be requested and utilised simultaneously.

5.3	Currency and amount

(a)	The currency specified in the Utilisation Request must be dollars.

(b)	The amount of the proposed Loan must be an aggregate amount which:

(i)

in relation to Tranche A, is equal to the lesser of (a) US$24,000,000 and (b) the Existing Indebtedness as at the Utilisation Date; and

(ii)

in relation to Tranche B, is equal to the lesser of (a) US$29,560,000, (b) 80 per cent. of the Purchase Price of Ship C, (c) 76 per cent. of the Initial Market Value of Ship C, (d) such amount which when added to Tranche A results in a Loan amount which does not exceed 52 per cent. of the aggregate Initial Market Value of the Ships and (e) such amount which when added to Tranche A results in a Loan amount which does not exceed 53.1 per cent. of the aggregate of the Initial Market Value of Ship A and Ship B plus the Purchase Price of Ship C.

5.4

Loan

5.5	Cancellation of Commitment

5.6	Retentions and Payments to Borrowers

(a)	to deduct from the proceeds of the Loan any fees then payable to the Lender in accordance with Clause 11 (Fees) and any other items listed as deductible items in the Utilisation Request and to apply them in payment of the items to which they relate; and

(b)	on the Utilisation Date, to pay to, or for the account of, the Borrowers the balance (after any deduction made in accordance with paragraph (a) above) of the Loan. That payment shall be made:

(i)

in relation to Tranche A, by making payment of such amount which the Borrowers specify in the Utilisation Request to the Operating Account of Borrower A into which such amount shall remain pledged and restricted and shall not be withdrawn until the Lender has received all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender, whereupon the part of the Loan under Tranche A shall be onwards transmitted to an account of the Lender and be applied against repayment in full to the Lender of the Existing Indebtedness; and

(ii)

in relation to Tranche B, the payment shall be made to the account which the Borrowers specify in the Utilisation Request,

5.7	Disbursement of Loan to third party

5.8	Prepositioning of funds

(a)	each Borrower and the Guarantor:

(i)

agree to pay interest on the amount of the funds so prepositioned at the rate described in Clause 8.1 (Calculation of interest) on the basis of successive interest periods of one day and so that interest shall be paid together with the first payment of interest on the Loan after the Utilisation Date or, if such Utilisation Date does not occur, within three Business Days of demand by the Lender; and

(ii)

shall, without duplication, indemnify the Lender against any costs, loss or liability it may incur in connection with such arrangement; and

(b)

such funds shall be held to the order of the Lender until such time as the Lender confirms in writing to the Seller's bank or the Prepositioning Agent or the holder of any other account as specified in the Utilisation Request that the Loan or any part thereof may be released to the Seller or other party respectively in accordance with Clause 5.9 (Release of prepositioned funds).

5.9	Release of prepositioned funds

6

REPAYMENT

6.1	Repayment of Loan

6.2	Reduction of Repayment Instalments

6.3	Termination Date

6.4	Reborrowing

7	PREPAYMENT AND CANCELLATION

7.1	Illegality and Sanctions affecting the Lender

(a)	the Lender shall promptly notify the Borrowers upon becoming aware of that event and the Facility will be immediately cancelled; and

(b)

the Borrowers shall prepay the Loan on the last day of the Interest Period for the Loan occurring after the Lender has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Borrowers (being no earlier than the last day of any applicable grace period permitted by law) and the Commitment shall be cancelled; and

(c)	accrued interest and all other amounts accrued for the Lender under the Finance Documents shall be immediately due and payable.

7.2	Automatic cancellation

7.3	Voluntary prepayment of Loan

(a)

The Borrowers may, if they give the Lender not less than 15 days (or such shorter period as the Lender may agree to) prior written notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of $100,000 or an integral multiple of that amount (or such other amount as the Lender may agree to)).

(b)	Any partial prepayment under this Clause 7.3 (Voluntary prepayment of Loan) shall be applied in inverse order of maturity or pro rata (at the Borrowers' discretion) against the Balloon Instalment and the remaining Repayment Instalments falling due after the day of such repayment.

7.4	Mandatory prepayment on sale or Total Loss

(a)	If a Ship is sold (without prejudice to paragraph (a) of Clause 23.12 (Disposals)) or becomes a Total Loss, the Borrowers shall on the Relevant Date prepay the Loan in an amount which is the higher of:

(i)

the Relevant Amount; and

(ii)

such part of the Loan to ensure that the Loan does not exceed 72.5 per cent of the aggregate Market Value of the remaining Ships then subject to a Mortgage determined in accordance with valuations for such remaining Ships, on charter-free basis, at the Borrowers' cost, addressed to the Lender, from an Approved Valuer and on dates to be selected by the Lender, to enable the Lender to determine the Market Value of such remaining Ships for the purposes of this paragraph (a) of Clause 7.4 (Mandatory prepayment on sale or Total Loss),

(b)	In this Clause 7.4 (Mandatory prepayment on sale or Total Loss):

(a)

numerator is the Market Value of the Ship being sold or which has become a Total Loss determined on the date on which such sale is completed by delivery to its buyer or, as the case may be, the date immediately prior to the date on which the Total Loss occurred; and

(b)

denominator is the aggregate Market Value of all Ships on the date on which that Ship is sold or becomes a Total Loss.

(c)

in the case of a sale of a Ship, on or before the date on which the sale is completed by delivery of that Ship to the buyer; or

(d)

in the case of a Total Loss, on the earlier of (i) the date falling 120 days after the Total Loss Date and (ii) the date of receipt by the Lender of the proceeds of insurance relating to such Total Loss.

7.5	Change of control

(a)	If any person or group of persons acting in concert gains directly or indirectly control of the Guarantor:

(i)

the Guarantor shall promptly notify the Lender upon becoming aware of that event; and

(ii)

the Lender may, by not less than 10 Business Days' notice to the Borrowers, cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and the Loan and all such outstanding interest and other amounts will become immediately due and payable.

(b)	For the purpose of paragraph (a) above "control" means:

(i)

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the Guarantor; or

(B)

appoint or remove all, or the majority, of the directors or other equivalent officers of the Guarantor; or

(C)

give directions with respect to the operating and financial policies of the Guarantor with which the directors or other equivalent officers of the Guarantor are obliged to comply; and/or

(ii)

the holding beneficially of more than 50 per cent. of the issued shares of the Guarantor (excluding any part of that issued shares that carries no right to participate beyond a specified amount in a distribution of either profits or capital) (and, for this purpose, any Security over the issued shares shall be disregarded in determining the beneficial ownership of such issued shares).

(c)

For the purpose of paragraph (a) above "acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of the Guarantor.

7.6	Mandatory prepayment of Hedging Prepayment Proceeds

(a)

If at the relevant time an Event of Default has occurred and is continuing or the Security Cover Ratio required pursuant to Clause 28.1 (Minimum required security cover) is not maintained, any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall be applied on the last day of the Interest Period which ends on or after such payment in prepayment of the Loan and shall reduce the Repayment Instalments falling after that prepayment and the Balloon Instalment by the amount prepaid pro rata.

(b)

If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will the Loan at that time, the Borrowers must, at the request of the Lender, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Lender so that it no longer exceeds or will not exceed the Loan then or that will be outstanding.

(c)

Any Hedging Prepayment Proceeds pursuant to paragraph (b) above, following the occurrence of an Event of Default which is continuing, shall be paid to the Lender on the last day of the Interest Period which ends on or after such payment in prepayment of the Loan and shall reduce the Repayment Instalments falling after that prepayment and the Balloon Instalment by the amount prepaid pro rata.

7.7	Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made, the amount of that cancellation or prepayment and the order of application.

(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to the payment of the fee provided for in Clause 11.2 (Prepayment fee) and any Break Costs, without premium or penalty.

(c)	No Borrower may reborrow any part of the Facility which is prepaid.

(d)	No Borrower shall repay or prepay all or any part of the Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.

(e)	No amount of the Commitment cancelled under this Agreement may be subsequently reinstated.

8

INTEREST

8.1	Calculation of interest

(a)	the Applicable Margin; and

(b)	the Reference Rate.

8.2	Payment of interest

(a)	The Borrowers shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an "Interest Payment Date").

(b)	If an Interest Period is longer than three Months, the Borrowers shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three Monthly intervals after the first day of the Interest Period.

8.3	Default interest

(a)

If a Transaction Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Agreement) on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2.00 per cent. 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 Lender. Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by an Obligor on demand by the Lender.

(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 2.00 per cent. 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 may be compounded with the Unpaid Sum on a six month basis commencing on the date that such Unpaid Sum becomes due and payable but such default interest will remain immediately due and payable.

8.4	Notification of rates of interest

8.5

Hedging

(a)	A Borrower and the Lender may enter into a Hedging Agreement on the date of this Agreement or at any time thereafter and shall after that date maintain such Hedging Agreement in accordance with this Clause 8.5 (Hedging).

(b)	The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate amount of the Loan.

(c)	Each Hedging Agreement shall:

(i)

be with the Lender or (subject to the Lender's right of first refusal and with the Lender's prior consent), with another bank or financial institution;

(ii)

be for a term ending on no later than the Termination Date;

(iii)

have settlement dates coinciding with the last day of each Interest Period;

(iv)

be based on an ISDA Master Agreement and otherwise be in agreed form;

(v)

provide for two-way payments in the event of a termination of a transaction in respect of that Hedging Agreement, whether on a Termination Event (as defined each the Hedging Agreement) or on an Event of Default (as defined in each Hedging Agreement); and

(vi)

provide that the Termination Currency (as defined in that Hedging Agreement) shall be dollars.

(d)	The rights of a Borrower under any Hedging Agreement shall be charged by way of security under a Hedging Agreement Security.

(e)

If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will the Loan at that time, the Borrowers must, at the request of the Lender, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Lender so that it no longer exceeds or will not exceed the Loan then or that will be outstanding.

(f)	Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (e) above will be apportioned as between those transactions pro rata.

(g)	Paragraph (e) above shall not apply to any transactions in respect of any Hedging Agreement under which no Borrower has any actual or contingent indebtedness.

8.6	Sustainability Pricing Adjustment

(a)	Subject to paragraph (e) below, the Borrowers or the Guarantor shall provide the Lender with a Sustainability Certificate within 90 (ninety) days of the end of each Sustainability Period.

(b)

If the AER (rounded to two decimal places) for a Ship in respect of that Sustainability Period is lower than the Base AER by at least the Applicable Percentage, the Applicable Margin shall be reduced (or shall remain reduced, if it has already been reduced during the previous Pricing Adjustment Period) by 0.05 per cent. per annum per compliant Ship (the "Sustainability Pricing Adjustment"). Such reduction shall apply on the first day of the new Pricing Adjustment Period and shall remain reduced for the whole such Pricing Adjustment Period.

(c)	The Sustainability Pricing Adjustment shall at no time exceed 0.15 per cent. per annum during the term of the Facility and shall not be reduced further during a later Pricing Adjustment Period.

(d)

If (i) the AER (rounded to two decimal places) in a given Sustainability Period for a Ship is not lower than the Base AER for that Ship by at least the Applicable Percentage or (ii) the Borrowers or the Guarantor fail to furnish a Sustainability Certificate in respect of one or all three Ships, the Sustainability Pricing Adjustment shall reset to 0.00 per cent. in respect of the non-compliant Ship and the Initial Margin shall be charged from the first day after the expiry of the then current Pricing Adjustment Period (and, in the event that one of the three Ships is compliant, the Initial Margin shall remain reduced by 0.05 per cent. after the expiry of the current Pricing Adjustment Period).

(e)	Either the Borrowers or the Guarantor may elect not to provide a Sustainability Certificate and such election will not constitute a Default or an Event of Default.

(f)	If an Event of Default occurs and is continuing, the Sustainability Pricing Adjustment shall reset to 0.00 per cent. and the Initial Margin shall be charged.

(g)	In this Clause 8.6 (Sustainability Pricing Adjustment):

(i)

"Applicable Percentage" means, in respect of the Sustainability Period ending on:

(A)

31 December 2026, 2 per cent.;

(B)

31 December 2027, 4 per cent.;

(C)

31 December 2028, 6 per cent.; and

(D)

31 December 2029, 8 per cent.

(ii)

"Base AER" means the AER in respect of the first Sustainability Period (ending on 31 December 2025).

(iii)

"Pricing Adjustment Period" means the 12-month period commencing on the first day of the Interest Period after a Sustainability Certificate (other than Sustainability Certificate in respect of the Base AER) has been delivered to the Lender in accordance with paragraph (a) above and ending on the first anniversary thereof Provided that the last such period may be shorter than 12 months if it ends on the Termination Date.

(iv)

"Sustainability Certificate" means a certificate signed by an officer of each Borrower or the Chief Executive Officer or Chief Financial Officer of the Guarantor, in a form and substance satisfactory to the Lender which shows the calculation of each Ship's AER and sets forth the Sustainability Pricing Adjustment, certified by the approved classification society in respect of that Ship.

(v)

"Sustainability Period" means the period commencing on the date of acquisition of Ship C by Borrower C and ending on 31 December 2025 and each subsequent 12-month period thereafter.

9	INTEREST PERIODS

9.1	Selection of Interest Periods

(a)	The Borrowers may select the first Interest Period for the Loan in the Utilisation Request. Subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), 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 Lender by the Borrowers not later than the Specified Time.

(c)

If the Borrowers fail to select an Interest Period in the Utilisation Request or fail to deliver a Selection Notice to the Lender in accordance with paragraphs (a) and (b) above, the relevant Interest Period will, subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), be three Months.

(d)	Subject to this Clause 9.1 (Selection of Interest Periods), the Borrowers may select an Interest Period of 1, 3 or 6 Months or any other period requested by the Borrowers and acceptable to the Lender.

(e)	An Interest Period in respect of the Loan shall not extend beyond the Termination 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 Utilisation Date and, subject to paragraph (h) below, each subsequent Interest Period shall start on the last day of the preceding Interest Period.

(h)	Except for the purposes of paragraph (f) above and Clause 9.2 (Changes to Interest Periods), the Loan shall have one Interest Period only at any time.

9.2	Changes to Interest Periods

(a)

In respect of a Repayment Instalment, prior to determining the interest rate for the Loan, the Lender may establish an Interest Period 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 (d) of Clause 9.1 (Selection of Interest Periods).

(b)	If the Lender makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods), it shall promptly notify the Borrowers.

9.3	Non-Business Days

10	CHANGES TO THE CALCULATION OF INTEREST

10.1	Unavailability of CME Term SOFR

(a)	Interpolated CME Term SOFR:  If no CME 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 CME Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(b)

Cost of funds:  If paragraph (a) above applies but it is not possible to calculate the Interpolated CME Term SOFR, there shall be no Reference Rate for the Loan or that part of the Loan (as applicable) and Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.

10.2	Market disruption

10.3	Cost of funds

(a)	If this Clause 10.3 (Cost of funds) applies, the rate of interest on 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 by the Lender to the Borrowers as soon as practicable and in any event before the date on which 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 10.3 (Cost of funds) applies and the Lender or the Borrowers so require, the Lender and the Borrowers shall enter into negotiations (for a period of not more than 15 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)	Any substitute or alternative basis agreed pursuant to paragraph (b) above shall be binding on all Parties.

(d)	If no substitute or alternative basis is agreed between the Lender and the Borrowers at the end of the negotiation period pursuant to paragraph (b) above, the Borrowers shall prepay the Loan at the end of the current Interest Period.

(e)	If paragraph (f) below does not apply and any rate notified by the Lender pursuant to paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

(f)	If this Clause 10.3 (Cost of funds) applies pursuant to Clause 10.2 (Market disruption) and the Lender's Funding Rate is less than the Reference Rate, the Lender's cost of funds in relation to the Loan or any part of the Loan for that Interest Period shall be deemed to be the Reference Rate.

10.4	Break Costs

11

FEES

11.1	Transaction fee

11.2	Prepayment fee

(a)

If, on or before the second anniversary of the Utilisation Date, all or any part of the Loan is refinanced by an entity (including any fund) other than the Lender, the Borrowers must, on the date of the prepayment or refinancing, pay to the Lender a prepayment fee in the amount of zero point five per cent. (0.50%) of the amount prepaid.

(b)

For the avoidance of doubt, any prepayment/refinancing arising as a result of (i) an assignment of the Lender pursuant to Clause 30.1 (Assignment by the Lender), (ii) an illegality pursuant to Clause 7.1 (Illegality and Sanctions affecting the Lender), (iii) failure to agree on a substitute basis or alternative basis for funding pursuant to Clause 10.3 (Cost of funds), (iv) a change of control pursuant to Clause 7.5 (Change of control), (v) a total loss or a sale of a Ship pursuant to Clause 7.4 (Mandatory prepayment on sale or Total Loss), shall be excluded from paragraph (a) above and the Borrowers shall not be liable for any prepayment fee if the Loan or any part thereof is refinanced as a result of such event or circumstance.

12	TAX GROSS UP AND INDEMNITIES

12.1	Definitions

(a)	In this Agreement:

(b)	Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

(c)	This Clause 12 (Tax Gross Up and Indemnities) shall not apply to any Hedging Agreement.

12.2	Tax gross-up

(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrowers and that Obligor on becoming so aware in respect of a payment payable to the Lender.

(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3	Tax indemnity

(a)	The Obligors shall (within three Business Days of demand by the Lender) pay to the Lender an amount equal to the loss, liability or cost which the Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax by the Lender in respect of a Finance Document.

(b)	Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on the Lender:

(A)

under the law of the jurisdiction in which the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender is treated as resident for tax purposes; or

(B)

under the law of the jurisdiction in which the Lender's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or

(B)

relates to a FATCA Deduction required to be made by a Party.

(c)	The Lender shall, if making, or intending to make, a claim under paragraph (a) above promptly notify the Obligors of the event which will give, or has given, rise to the claim.

12.4	Tax Credit

(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and

(b)	the Lender has obtained and utilised that Tax Credit,

12.5	Stamp taxes

12.6

VAT

(a)

All amounts expressed to be payable under a Finance Document by any Party to the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by the Lender to any Party under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, that Party must pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and the Lender must promptly provide an appropriate VAT invoice to that Party).

(b)

Where a Finance Document requires any Party to reimburse or indemnify the Lender for any cost or expense, that Party shall reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that the Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(c)

Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

(d)

In relation to any supply made by the Lender to any Party under a Finance Document, if reasonably requested by the Lender, that Party must promptly provide the Lender with details of that Party's VAT registration and such other information as is reasonably requested in connection with the Lender's VAT reporting requirements in relation to such supply.

12.7	FATCA Information

(a)	Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party;

(ii)

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii)

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation or exchange of information regime.

(b)	If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)	Paragraph (a) above shall not oblige the Lender to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

12.8	FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.

13	INCREASED COSTS

13.1	Increased costs

(a)	Subject to Clause 13.3 (Exceptions), the Borrowers shall, within three Business Days of a demand by the Lender, pay for the account of the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii)

compliance with any law or regulation made,

(iii)

the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b)	In this Agreement:

(i)

"Basel III" means:

(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".

(ii)

"CRD IV" means:

(A)

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as amended by Regulation (EU) 2019/876;

(B)

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC; as amended by Directive (EU) 2019/878; and

(C)

any other law or regulation which implements Basel III.

(iii)

"Increased Costs" means:

(A)

a reduction in the rate of return from the Facility or on the Lender's (or its Affiliate's) overall capital;

(B)

an additional or increased cost; or

(C)

a reduction of any amount due and payable under any Finance Document,

13.2	Increased cost claims

13.3	Exceptions

(a)	attributable to a Tax Deduction required by law to be made by an Obligor;

(b)	attributable to a FATCA Deduction required to be made by a Party;

(c)	compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);

(d)	compensated for by any payment made pursuant to Clause 14.3 (Mandatory Cost); or

(e)	attributable to the wilful breach by the Lender or its Affiliates of any law or regulation.

14	OTHER INDEMNITIES

14.1	Currency indemnity

(a)	If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(i)

making or filing a claim or proof against that Obligor; or

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

(b)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

(c)	This Clause 14.1 (Currency indemnity) does not apply to any sum due to the Lender under any Hedging Agreement.

14.2	Other indemnities

(a)	Each Obligor shall, on demand, indemnify the Lender and any Receiver and Delegate against:

(i)

any cost, loss or liability incurred by it as a result of:

(A)

the occurrence of any Event of Default;

(B)

a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date;

(C)

funding, or making arrangements to fund, the Loan requested by the Borrowers in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by the Lender alone);

(D)

the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrowers;

(E)

investigating any event which it reasonably believes is a Default;

(F)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(G)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; and

(ii)

any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Lender (otherwise than by reason of the Lender's gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 32.8 (Disruption to Payment Systems etc.) notwithstanding the Lender's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Lender in acting as Lender under the Finance Documents.

(b)

Each Obligor shall, on demand, indemnify the Lender, each Affiliate of the Lender and any Receiver and Delegate and each officer or employee of the Lender or its Affiliate or any Receiver or Delegate (as applicable) (each such person for the purposes of this Clause 14.2 (Other indemnities) an "Indemnified Person"), against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

(c)

No Party other than the Lender or the Receiver or Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Lender or the Receiver or Delegate (as applicable) in respect of any claim it might have against the Lender or the Receiver or Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property.

(d)	Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(i)

arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or

(ii)

in connection with any Environmental Claim.

(e)	Each Obligor shall, on demand, indemnify the Lender and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:

(i)

in relation to or as a result of:

(A)

any failure by the Borrowers to comply with their obligations under Clause 16 (Costs and Expenses);

(B)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(C)

the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;

(D)

the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Lender and each Receiver and Delegate by the Finance Documents or by law;

(E)

any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

(F)

any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and

(G)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents.

(ii)

which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the Lender's or Receiver's or Delegate's gross negligence or wilful misconduct).

(f)

Any Affiliate or Receiver or Delegate or any officer or employee of the Lender or of any of its Affiliates or any Receiver or Delegate (as applicable) may rely on this Clause 14.2 (Other indemnities) and the provisions of the Third Parties Act subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

14.3	Mandatory Cost

(a)

if the Lender is lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank or any other authority or agency which replaces all or any of its functions in respect of loans made from that Facility Office; and

(b)

if the Lender is lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions),

15	MITIGATION BY THE LENDER

15.1	Mitigation

(a)

The Lender shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality and Sanctions affecting the Lender), Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs) or paragraph (a) of Clause 14.3 (Mandatory Cost) including (but not limited to) assigning its rights under the Finance Documents to another Affiliate or Facility Office.

(b)	Paragraph (a) above does not in any way limit the obligations of any Transaction Obligor under the Finance Documents.

15.2	Limitation of liability

(a)	Each Obligor shall, on demand, indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 15.1 (Mitigation).

(b)	The Lender is not obliged to take any steps under Clause 15.1 (Mitigation) if either:

(i)

a Default has occurred and is continuing; or

(ii)

in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.

16	COSTS AND EXPENSES

16.1	Transaction expenses

(a)	this Agreement and any other documents referred to in this Agreement or in a Security Document; and

(b)	any other Finance Documents executed after the date of this Agreement.

16.2	Amendment costs

(a)	a Transaction Obligor requests an amendment, waiver or consent; or

(b)	an amendment is required pursuant to Clause 32.6 (Change of currency); or

(c)	a Transaction Obligor requests, and the Lender agrees to, the release of all or any part of the Security Assets from the Transaction Security,

16.3	Enforcement and preservation costs

17	GUARANTEE AND INDEMNITY - GUARANTOR

17.1	Guarantee and indemnity

(a)	guarantees to the Lender punctual performance by each Transaction Obligor (other than the Guarantor) of all such other Transaction Obligor's obligations under the Finance Documents;

(b)	undertakes with the Lender that whenever a Transaction Obligor (other than the Guarantor) does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and

(c)

agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of a Transaction Obligor (other than the Guarantor) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity - Guarantor) if the amount claimed had been recoverable on the basis of the guarantee.

17.2	Continuing guarantee

17.3	Reinstatement

17.4	Waiver of defences

(a)	this Agreement being or later becoming void, unenforceable or illegal as regards a Borrower or the Guarantor;

(b)	the Lender entering into any rescheduling, refinancing or other arrangement of any kind with a Borrower or the Guarantor;

(c)	the Lender releasing a Borrower or the Guarantor or any Security created by a Finance Document;

(d)	any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;

(e)	the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(f)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(g)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;

(h)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(i)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(j)	any insolvency or similar proceedings.

17.5	Immediate recourse

17.6	Appropriations

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

(b)	hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor's liability under this Clause 17 (Guarantee and Indemnity - Guarantor).

17.7	Deferral of Guarantor's rights

(a)	to be indemnified by a Transaction Obligor;

(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under the Finance Documents;

(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Lender;

(d)	to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and Indemnity);

(e)	to exercise any right of set-off against any Transaction Obligor; and/or

(f)	to claim or prove as a creditor of any Transaction Obligor in competition with the Lender.

17.8	Additional security

17.9	Applicability of provisions of Guarantee to other Security

18	JOINT AND SEVERAL LIABILITY OF THE BORROWERS

18.1	Joint and several liability

18.2	Waiver of defences

(a)	this Agreement being or later becoming void, unenforceable or illegal as regards any other Borrower;

(b)	the Lender entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower;

(c)	the Lender releasing any other Borrower or any Security created by a Finance Document;

(d)	any time, waiver or consent granted to, or composition with any other Borrower or other person;

(e)	the release of any other Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(f)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(g)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Borrower or any other person;

(h)

any amendment, novation, supplement, extension, restatement (however fundamental, and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(i)	any unenforceability, illegality or invalidity of any obligation or any person under any Finance Document or any other document or security; or

(j)	any insolvency or similar proceedings.

18.3	Principal Debtor

18.4	Borrower restrictions

(a)	Subject to paragraph (b) below, during the Security Period no Borrower shall:

(i)

claim any amount which may be due to it from any other Borrower whether in respect of a payment made under, or matter arising out of, this Agreement or any Finance Document, or any matter unconnected with this Agreement or any Finance Document;

(ii)

take or enforce any form of security from any other Borrower for such an amount, or in any way seek to have recourse in respect of such an amount against any asset of any other Borrower;

(iii)

set off such an amount against any sum due from it to any other Borrower;

(iv)

prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving any other Borrower; or

(v)

exercise or assert any combination of the foregoing.

(b)	If during the Security Period, the Lender, by notice to a Borrower, requires it to take any action referred to in paragraph (a) above in relation to any other Borrower, that Borrower shall take that action as soon as practicable after receiving the Lender's notice.

18.5	Deferral of Borrowers' rights

(a)	to be indemnified by any other Borrower; or

(b)	to claim any contribution from any other Borrower in relation to any payment made by it under the Finance Documents.

19	GUARANTEE AND INDEMNITY – HEDGE GUARANTORS

19.1	Guarantee and indemnity

(a)	guarantees to the Lender punctual performance by each Borrower of all that Borrower's obligations under the Hedging Agreements;

(b)	undertakes with the Lender that whenever a Borrower does not pay any amount when due under or in connection with any Hedging Agreement, that Hedge Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and

(c)

agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

19.2	Continuing guarantee

19.3	Reinstatement

19.4	Waiver of defences

(a)	any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;

(b)	the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;

(e)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)	any insolvency or similar proceedings.

19.5	Immediate recourse

19.6	Appropriations

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Hedge Guarantor shall be entitled to the benefit of the same; and

(b)	hold in an interest-bearing suspense account any moneys received from any Hedge Guarantor or on account of any Hedge Guarantor's liability under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors).

19.7	Deferral of Hedge Guarantors' rights

(a)	to be indemnified by a Transaction Obligor;

(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under the Finance Documents;

(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Lender;

(d)	to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which any Hedge Guarantor has given a guarantee, undertaking or indemnity under Clause 19 (Guarantee and Indemnity – Hedge Guarantors);

(e)	to exercise any right of set-off against any Transaction Obligor; and/or

(f)	to claim or prove as a creditor of any Transaction Obligor in competition with the Lender.

19.8	Additional security

19.9	Applicability of provisions of Guarantee to other Security

20	REPRESENTATIONS

20.1

General

20.2

Status

(a)	Each Transaction Obligor is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.

(b)	Each Transaction Obligor and, in the case of the Guarantor, each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

20.3	Shares and ownership

(a)

Each Borrower is authorized to issue 500 registered shares of no par value common stock, all of which shares have been issued in registered form and are fully paid and non-assessable. The legal title to and beneficial interest in the shares in each Borrower is held by the Guarantor free of any Security (except for Permitted Security) or any other claim.

(b)	None of the shares in any Borrower is subject to any option to purchase, pre-emption rights or similar rights.

20.4	Binding obligations

20.5	Validity, effectiveness and ranking of Security

(a)

Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery and, where applicable, registration as provided for in that Finance Document create the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.

(b)	No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.

(c)	The Transaction Security granted by it to the Lender has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking Security.

(d)	No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.

20.6	Non-conflict with other obligations

(a)	any law or regulation applicable to it;

(b)	the constitutional documents of any Transaction Obligor; or

(c)	any agreement or instrument binding upon it or any such Transaction Obligor or any such Transaction Obligor's assets or constitute a default or termination event (however described) under any such agreement or instrument.

20.7	Power and authority

(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:

(i)

its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and

(ii)

in the case of Borrower C, the registration of Ship C under the Approved Flag.

(b)	No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

20.8	Validity and admissibility in evidence

(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

(b)	to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

20.9	Governing law and enforcement

(a)	The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.

(b)	Any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.

20.10

Insolvency

(a)	corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 29.8 (Insolvency proceedings); or

(b)	creditors' process described in Clause 29.9 (Creditors' process),

20.11

No filing or stamp taxes

20.12

Deduction of Tax

20.13

No default

(a)	No Event of Default and, on the date of this Agreement and on the Utilisation Date, no Default is continuing or might be expected to result from the making of the Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b)	No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it s or to which its assets are subject, which in each case would be expected to have a Material Adverse Effect.

(c)

No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on its Subsidiaries or to which any of its Subsidiaries' assets are subject, which in each case would be expected to have a Material Adverse Effect.

20.14

No misleading information

(a)	Any factual information provided by any Transaction Obligor for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)	The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c)	Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.

20.15

Financial Statements

(a)	The Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b)	The Original Financial Statements give a true and fair view of the Obligors' financial condition as at the end of the relevant financial year and results of operations during the relevant financial year (consolidated in the case of the Guarantor).

(c)	There has been no material adverse change in the assets, business or financial condition of each Obligor (and of the assets, business or consolidated financial condition of the Group, in the case of the Guarantor) since the date of the Original Financial Statements.

(d)	Each Obligor's most recent financial statements delivered pursuant to Clause 21.2 (Financial statements):

(i)

have been prepared in accordance with Clause 21.3 (Requirements as to financial statements); and

(ii)

give a true and fair view (if audited) and fairly represent (if unaudited) of its financial condition as at the end of the relevant financial year and operations during the relevant financial year.

(e)	Since the date of the most recent financial statements delivered pursuant to Clause 21.2 (Financial statements) there has been no material adverse change in its business, assets or financial condition (or the business or consolidated financial condition of the Group, in the case of the Guarantor).

20.16

Pari passu ranking

20.17

No proceedings pending or threatened

(a)

No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any other Transaction Obligor.

(b)

No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which might be expected to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it or any other Transaction Obligor.

20.18

Validity and completeness of the Transaction Documents

(a)	Each of the Transaction Documents to which each Transaction Obligor is a party constitutes legal, valid, binding and enforceable obligations of that Transaction Obligor.

(b)	The copies of the Transaction Documents delivered to the Lender before the date of this Agreement are true and complete copies.

(c)

No amendments or additions (except, in relation to the MOA, for the entering with the Seller into any addendum in relation to the necessary delivery documentation or any other delivery operational aspect of Ship C, if so required) to the Transaction Documents have been agreed nor have any rights under the Transaction Documents been waived.

20.19

No rebates etc.

20.20

Valuations

(a)	All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Lender 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 Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.

(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.

20.21

No breach of laws

20.22

No Charter

20.23

Validity and completeness of Existing Charters

(a)	Each Existing Charter constitutes legal, valid, binding and enforceable obligations of the relevant Borrower and the Existing Charterer respectively.

(b)	The copy of each Existing Charter delivered to the Lender before the date of this Agreement is a true and complete copy.

(c)	No amendments or additions to an Existing Charter have been agreed nor has Borrower A, Borrower B or the Existing Charterer waived any of their respective rights under the relevant Existing Charter.

20.24

Compliance with Environmental Laws

20.25

No Environmental Claim

20.26

No Environmental Incident

20.27

ISM and ISPS Code compliance

20.28

Taxes paid

(a)	It is not is materially overdue in the filing of any Tax returns and it is not (and no other member of the Group is) overdue in the payment of any amount in respect of Tax.

(b)	No claims or investigations are being, or are likely to be, made or conducted against it with respect to Taxes.

20.29

Financial Indebtedness

20.30

Overseas companies

20.31

Good title to assets

20.32

Ownership

(a)	Each Borrower (other than Borrower C) is the sole legal and beneficial owner of the Ship owned by it, its Earnings and its Insurances and of all rights and interests under any Charter to which such Borrower is a party.

(b)	With effect on and from the Delivery Date, Borrower C will be the sole legal and beneficial owner of Ship C, its Earnings and its Insurances and of all rights and interests under any Charter to which Borrower C is a party.

(c)	With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Transaction Obligor.

(d)	The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrowers on creation or enforcement of the security conferred by the Security Documents.

20.33

Centre of main interests and establishments

20.34

Place of business

20.35

No employee or pension arrangements

20.36

Sanctions

(a)	None of the Transaction Obligors, any of their Subsidiaries, any director or officer or any employee, or Affiliate of a Transaction Obligor or any of its Subsidiaries, nor any member of the Group or, to the best of each Transaction Obligor's knowledge, a Third Party Manager or other agent:

(i)

is a Prohibited Person or is otherwise owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(ii)

owns or controls a Prohibited Person;

(iii)

has received notice of or is aware of any claim, action, suit, proceedings or investigation against it with respect to Sanctions; or

(iv)

has, to the best of its knowledge, a Prohibited Person serving as a director, officer or  employee.

(b)

Each Transaction Obligor, its Subsidiaries and their respective directors, officers and employees and, to the best of the knowledge of each such Transaction Obligor its agents, are in compliance with Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in such Transaction Obligor being designated as a Prohibited Person.

(c)	None of the Ships is a Sanctioned Ship.

20.37

US Tax Obligor

20.38

Funding of acquisition of Ships

(a)

The acquisition cost Ship A was paid by Borrower A to the seller of Ship A exclusively by means of intercompany loans, documented or undocumented or transfer of funds from the Guarantor (which, for the avoidance of doubt, will be subordinated in accordance with Clause 23.25 (Funding of acquisition of Ship)) and from the proceeds of the loan under the Existing Facility Agreement. Any funding structure for the acquisition cost of Ship A is fully evident in the financial statements of Borrower A for the financial year ending on 31 December 2021 provided pursuant to Clause 21.2 (Financial statements).

(b)

The Purchase Price of Ship C is to be paid by Borrower C to the Seller exclusively by means of intercompany loans, documented or undocumented or transfer of funds from the Guarantor (which, for the avoidance of doubt, will be subordinated in accordance with Clause 23.25 (Funding of acquisition of Ship)) and from the proceeds of Tranche B. Any funding structure for the acquisition cost of Ship C will be fully evident in the financial statements of Borrower C for the financial year ending on 31 December 2025 to be provided pursuant to Clause 21.2 (Financial statements).

20.39

Repetition

21	INFORMATION UNDERTAKINGS

21.1

General

21.2	Financial statements

(a)	each Borrower shall supply to the Lender its annual unaudited financial statements for that financial year; and

(b)	the Guarantor shall supply to the Lender its annual audited and semi-annual unaudited consolidated financial statements for that financial year.

21.3	Requirements as to financial statements

(a)

Each set of financial statements delivered by each Obligor pursuant to Clause 21.2 (Financial Statements) shall be certified by an officer of the relevant company as giving a true and fair view (if audited) or fairly representing (if unaudited) of its financial condition and operations as at the date as at which those financial statements were drawn up.

(b)

Each set of financial statements of each Obligor delivered pursuant to Clause 21.2 (Financial Statements) shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Original Financial Statements unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in GAAP, the accounting practices or reference periods and the Guarantor's auditors deliver to the Lender:

(i)

a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the relevant Original Financial Statements were prepared; and

(ii)

sufficient information, in form and substance as may be reasonably required by the Lender, to enable the Lender to make an accurate comparison between the financial position indicated in those financial statements and the relevant Original Financial Statements.

(c)	Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

21.4	Information: miscellaneous

(a)	all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b)

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code or in connection with any breach of any Sanctions) which are current, threatened or pending against any Transaction Obligor or any member of the Group, and which might, if adversely determined, have a Material Adverse Effect;

(c)

promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency or other tribunal or any order or sanction of any governmental or other regulatory body which is made against any Transaction Obligor or any member of the Group and which might have a Material Adverse Effect;

(d)	promptly, its constitutional documents where these have been amended or varied;

(e)	promptly, such further information and/or documents regarding:

(i)

each Ship, goods transported on each Ship, its Earnings and its Insurances;

(ii)

the Security Assets;

(iii)

compliance of the Transaction Obligors with the terms of the Finance Documents;

(iv)

the financial condition, business, affairs, commitments and operations of any Transaction Obligor and any member of the Group irrespective of their shareholding structure,

(f)	promptly, such further information and/or documents as the Lender may reasonably request so as to enable the Lender to comply with any laws applicable to it or as may be required by any regulatory authority.

21.5	Notification of Default

(a)

Each Obligor shall, and shall procure that each other Transaction Obligor shall, notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b)	Promptly upon a request by the Lender, each Borrower shall supply to the Lender a certificate signed by two of its officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

21.6

DAC6

(a)	In this Clause 21.6 (DAC6), "DAC6" means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any replacement legislation applicable in the United Kingdom.

(b)	The Obligors shall supply to the Lender:

(i)

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 Transaction Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6; and

(ii)

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).

21.7	"Know your customer" checks

(a)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(b)	any change in the status of a Transaction Obligor (or the Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor or the Holding Company of a Transaction Obligor) after the date of this Agreement; or

(c)	a proposed assignment by the Lender of any of its rights under this Agreement,

22	FINANCIAL COVENANTS

22.1	Financial Covenants of the Guarantor

(a)	Except as the Lenders may otherwise permit in writing (such permission not to be unreasonably delayed), the Guarantor shall ensure that at all times:

(i)

it shall maintain Cash (which, without limitation, shall include the Pledged Deposit and any contractually committed but undrawn parts of the Notes) in an amount not less than the product of (i) the number of Fleet Vessels and (ii) $500,000; and

(ii)

the Leverage Ratio shall not exceed 70 per cent.

(b)	For the purposes of this Clause 22.1 (Financial covenants of the Guarantor):

22.2

Testing

22.3	Compliance Certificate

22.4	Most favoured nation

23	GENERAL UNDERTAKINGS

23.1

General

23.2	Authorisations

(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)	supply certified copies to the Lender of,

(i)

perform its obligations under the Transaction Documents to which it is a party;

(ii)

ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction and in the state of the Approved Flag at any time of each Ship or any Transaction Document to which it is a party; and

(iii)

in the case of a Borrower, own and operate its Ship.

(c)

without prejudice to the generality of the above, ensure that if, but for the obtaining of an Authorisation, that Transaction Obligor would be in breach of any of the provisions of this Agreement which relate to Sanctions or, by reason of Sanctions, would be prohibited from performing any provision of this Agreement, such an Authorisation is obtained so as to avoid such breach or to enable such performance.

23.3	Compliance with laws

23.4	Environmental compliance

(a)	comply with all Environmental Laws;

(b)	obtain, maintain and ensure compliance with all requisite Environmental Approvals;

(c)	implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

23.5	Environmental Claims

(a)	any Environmental Claim against any Transaction Obligor and any member of the Group which is current, pending or threatened; and

(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any Transaction Obligor and any member of the Group,

23.6

Taxation

(a)	Each Obligor shall, and shall procure that each other Transaction Obligor will, pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i)

such payment is being contested in good faith;

(ii)

adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Lender under ▇▇▇▇▇▇ 21.2 (Financial statements); and

(iii)

such payment can be lawfully withheld.

(b)	No Obligor shall (and the Obligors shall procure that no other Transaction Obligor will), change its residence for Tax purposes.

23.7	Overseas companies

23.8	No change to centre of main interests

23.9	Pari passu ranking

23.10

Title

(a)	Each Borrower (other than Borrower C) shall hold the legal title to, and owns the entire beneficial interest in the Ship owned by it, its Earnings and its Insurances.

(b)	From the Delivery Date, Borrower C shall hold the legal title to, and own the entire beneficial interest in Ship C, its Earnings and its Insurances.

(c)	With effect on and from its creation or intended creation, each Transaction Obligor shall hold the legal title to, and own the entire beneficial interest in any other assets the subject of any Transaction Security created or intended to be created by that Transaction Obligor.

23.11

Negative pledge

(a)

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, create or permit to subsist any Security over any of its assets which are, in the case of the Transaction Obligors (other than the Borrowers), the subject of the Security created or intended to be created by the Finance Documents.

(b)	No Borrower shall:

(i)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor or any other member of the Group;

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)

enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv)

enter into any other preferential arrangement having a similar effect,

(c)	Paragraphs (a) and (b) above do not apply to any Permitted Security.

23.12

Disposals

(a)	No Borrower shall enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation any Ship, its Earnings or its Insurances).

(b)	The Guarantor shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or substantially all (in the reasonable opinion of the Lenders) of its assets.

(c)	Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 26.16 (Restrictions on chartering, appointment of managers etc.).

23.13

Merger

23.14

Change of business

(a)	No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, make any substantial change to the general nature of its business from that carried on at the date of this Agreement.

(b)	No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, engage in any business other than the ownership, operation, chartering and management of a Ship or a Fleet Vessel.

23.15

Financial Indebtedness

23.16

Expenditure

23.17

Share capital

(a)	purchase, cancel, redeem or retire any of its issued shares;

(b)	increase or reduce the number of shares that it is authorised to issue or change the par value of such shares or create any new class of shares;

(c)

issue any further shares except to the Guarantor and provided such new shares are made subject to the terms of the Shares Security applicable to that Borrower immediately upon the issue of such new shares in a manner satisfactory to the Lender and the terms of that Shares Security are complied with; or

(d)	appoint any further director or officer of the Borrower (unless the provisions of the Shares Security applicable to that Borrower are complied with).

23.18

Dividends

(a)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (in cash or in kind) on or in respect of its shares; or

(b)	repay or distribute any dividend or share premium reserve;

(c)	pay any management, advisory or other fee to or to the order of any of its shareholders;

(d)	redeem repurchase, defease, retire or repay any of its shares or resolve to do so;

(e)	repay part of any Subordinated Liabilities,

23.19

Other transactions

(a)	be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor or to a member of the Group which is a shipowning company and where such loan or form of credit is Permitted Financial Indebtedness;

(b)

give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which that Transaction Obligor assumes any liability of any other person, other than (i) any guarantee or indemnity given under the Finance Documents, (ii) any guarantee or indemnity given by the Guarantor in respect of the Financial Indebtedness of a member of the Group which is a shipowning company, or (iii) any guarantee or indemnity given by any Approved Manager in the ordinary course of its business;

(c)	enter into any material agreement other than:

(i)

the Transaction Documents; or

(ii)

any other agreement expressly allowed under any other term of this Agreement,

(d)	enter into any transaction on terms which are, in any respect, less favourable to that Transaction Obligor than those which it could obtain in a bargain made at arms' length; 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.

23.20

Unlawfulness, invalidity and ranking; Security imperilled

(a)	make it unlawful or contrary to Sanctions for a Transaction Obligor to perform any of its obligations under the Transaction Documents;

(b)	cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;

(c)	cause any Transaction Document to cease to be in full force and effect;

(d)	cause any Transaction Security to rank after, or lose its priority to, any other Security; and

(e)	imperil or jeopardise the Transaction Security.

23.21

Sanctions undertakings

(a)

No proceeds of the Loan or any part of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise, directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions, or to fund any activity in a Sanctioned Country or in any manner which would cause the Lender to be in breach of or made subject to Sanctions, or at risk of being in breach of or made subject to Sanctions.

(b)

No Transaction Obligor shall fund all or any part of any payment or repayment under the Loan out of proceeds directly or indirectly derived from any activity in a Sanctioned Country or any transaction with a Prohibited Person, or out of proceeds directly or indirectly derived from any other transactions which are prohibited by Sanctions or in any other manner which could cause the Lender to be in breach of or made subject to Sanctions, or at risk of being in breach of or made subject to Sanctions and no such proceeds shall be paid into any Account.

(c)

Each of the Transaction Obligors, by using its best endeavours, has implemented and shall maintain in effect a Sanctions compliance policy which, in accordance with the recommendations of the Sanctions Advisory, is designed to ensure compliance by each such Transaction Obligor, its Subsidiaries with Sanctions. Without limitation on the foregoing, such Sanctions compliance policy shall reasonably procure that each Transaction Obligor, its Subsidiaries shall, where applicable:

(i)

conduct their activities in a manner consistent with Sanctions;

(ii)

have sufficient resources in place to ensure execution of and compliance with their own Sanctions policies by their personnel, e.g., direct hires, contractors, and staff;

(iii)

ensure Subsidiaries comply with the relevant policies, as applicable;

(iv)

have relevant and as per standard practice controls in place to monitor automatic identification system (AIS) transponders;

(v)

have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk;

(vi)

have controls to assess authenticity of bills of lading, as necessary; and

(vii)

have controls in place consistent with the Sanctions Advisory.

23.22

Further assurance

(a)

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly, and in any event within the time period specified by the Lender do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Lender may specify (and in such form as the Lender may require in favour of the Lender or its nominee(s)):

(i)

to create, perfect, vest in favour of the Lender or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Lender or any Receiver or Delegate provided by or pursuant to the Finance Documents or by law;

(ii)

to confer on the Lender Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;

(iii)

to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or

(iv)

to enable or assist the Lender to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.

(b)

Each Obligor shall, and shall procure that each other Transaction Obligor will, take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Lender by or pursuant to the Finance Documents.

(c)

At the same time as an Obligor delivers to the Lender any document executed by itself or another Transaction Obligor pursuant to this Clause 23.22 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, evidence acceptable to the Lender that the Obligor's or Transaction Obligor's execution of such document has been duly authorised by it.

23.23

Pledged deposit

23.24

Ownership and control

(a)	remain the direct owner of the shares of each Borrower and of the voting rights attaching to such shares; and

(b)	be the direct owner of shipping companies and of entities engaged in shipping related activities, all acceptable to the Lender.

23.25

Funding of acquisition of Ship

23.26

Use of proceeds

23.27

NASDAQ listing

23.28

No variation, release etc. of Existing Charter

(a)	vary the Existing Charter to which it is a party in a material manner (and for the avoidance of doubt, but without limitation, any amendment in relation to the term, the hire rate, the termination events, the parties and the governing law of that Existing Charter is considered material);

(b)	release, waive, suspend, subordinate or permit to be lost or impaired any interest or right of any kind which such Borrower has at any time to, in or in connection with, that Existing Charter or in relation to any matter arising out of or in connection with that Existing Charter; or

(c)	waive any person's breach of that Existing Charter.

23.29

No change of CEO

24	INSURANCE UNDERTAKINGS

24.1

General

24.2	Maintenance of obligatory insurances

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

(b)	war risks;

(c)	protection and indemnity risks; and

(d)	any other risks against which the Lender considers, having regard to ship insurance or ship finance practices and other circumstances prevailing at the relevant time, it would be reasonable for that Borrower to insure and which are specified by the Lender by notice to that Borrower.

24.3	Terms of obligatory insurances

(a)	in dollars;

(b)	in the case of fire and usual marine risks (including hull and machinery and excess risks) and war risks, in an amount on an aggregate agreed value basis at least the greater of:

(i)

125 per cent. of the aggregate of (A) the Loan and (B) the Hedging Close-Out Liabilities applicable to the Borrowers; and

(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 and in the international marine insurance market but such amount shall not be less than $1,000,000,000;

(d)	in the case of protection and indemnity risks, in respect of the full tonnage of the relevant Ship;

(e)	on approved terms; and

(f)

through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations (which are members of the International Group of Protection and Indemnity Associations).

24.4	Further protections for the Lender

(a)	subject always to paragraph (b), name that ▇▇▇▇▇▇▇▇ as the sole named insured unless the interest of every other named insured is limited:

(i)

in respect of any obligatory insurances for hull and machinery and war risks;

(A)

to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and

(B)

to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii)

in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;

(b)

whenever the Lender requires, name (or be amended to name) the Lender as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Lender, but without the Lender being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(c)	name the Lender as loss payee with such directions for payment as the Lender may specify;

(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Lender shall be made without set off, counterclaim or deductions or condition whatsoever;

(e)	provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Lender; and

(f)	provide that the Lender may make proof of loss if that ▇▇▇▇▇▇▇▇ fails to do so.

24.5	Renewal of obligatory insurances

(a)	at least 21 days before the expiry of any obligatory insurance effected by it:

(i)

notify the Lender of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which it proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(ii)

obtain the Lender's approval to the matters referred to in sub-paragraph (i) above;

(b)	at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Lender's approval pursuant to paragraph (a) above; and

(c)	procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Lender in writing of the terms and conditions of the renewal.

24.6	Copies of policies; letters of undertaking

(a)	pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and

(b)	a letter or letters of undertaking in a form required by the Lender and including undertakings by the Approved Brokers that:

(i)

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 24.4 (Further protections for the Lender);

(ii)

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

(iii)

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

(iv)

they will, if they have not received notice of renewal instructions from the relevant Borrower or its agents, notify the Lender not less than 14 days before the expiry of the obligatory insurances;

(v)

if they receive instructions to renew the obligatory insurances, they will promptly notify the Lender of the terms of the instructions;

(vi)

they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Borrower under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts; and

(vii)

they will arrange for a separate policy to be issued in respect of the Ship owned by that Borrower forthwith upon being so requested by the Lender.

24.7	Copies of certificates of entry

(a)	a 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 Lender; and

(c)	a 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.

24.8	Deposit of original policies

24.9	Payment of premiums

24.10

Guarantee

24.11

Compliance with terms of insurances

(a)	No Borrower shall do or omit to do (nor 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 under an obligatory insurance repayable in whole or in part.

(b)	Without limiting paragraph (a) above, each Borrower shall:

(i)

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 sub-paragraph (iii) of paragraph (b) of Clause 24.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Lender has not given its prior approval;

(ii)

not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it approved by the underwriters of the obligatory insurances;

(iii)

make (and promptly supply copies to the Lender of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship owned by it is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and

(iv)

not employ the Ship owned by it, 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.

24.12

Alteration to terms of insurances

24.13

Settlement of claims

(a)	not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and

(b)	do all things necessary and provide all documents, evidence and information to enable the Lender to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

24.14

Provision of copies of communications

(a)	the Approved Brokers;

(b)	the approved protection and indemnity and/or war risks associations; and

(c)	the approved insurance companies and/or underwriters,

(i)

that Borrower's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and

(ii)

any credit arrangements made between that Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.

24.15

Provision of information

(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 24.16 (Mortgagee's interest and, additional perils insurances) or dealing with or considering any matters relating to any such insurances,

24.16

Mortgagee's interest and, additional perils insurances

(a)

The Lender shall be entitled from time to time to effect, maintain and renew a mortgagee's interest marine insurance, and a mortgagee's interest additional perils insurance each in an amount of not less than 110 per cent. of the aggregate of (i) Loan and (ii) the Hedging Close-Out Liabilities and otherwise on such terms, through such insurers and generally in such manner as the Lender may from time to time consider appropriate.