CERTAIN IDENTIFIED INFORMATION, INDICATED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

Exhibit 4.14

LOAN AGREEMENT No. 514 relating to a senior secured floating interest rate term loan facility of up to US $100,000,000

CLAUSE	HEADINGS	PAGE
1	PURPOSE, DEFINITIONS AND INTERPRETATION	1
2	FACILITY	28
3	POSITION OF THE LENDERS, THE MAJORITY LENDERS AND THE SWAP BANK	29
4	DRAWDOWN	30
5	INTEREST	33
6	INTEREST PERIODS	38
7	DEFAULT INTEREST	39
8	REPAYMENT AND PREPAYMENT	41
9	CONDITIONS PRECEDENT	44
10	REPRESENTATIONS AND WARRANTIES	45
11	GENERAL UNDERTAKINGS	50
12	CORPORATE UNDERTAKINGS	57
13	INSURANCE	60
14	SHIP COVENANTS	65
15	FINANCIAL COVENANTS - SECURITY COVER	71
16	PAYMENTS AND CALCULATIONS	79
17	APPLICATION OF RECEIPTS	82
18	APPLICATION OF EARNINGS	83
19	EVENTS OF DEFAULT	86
20	FEES AND EXPENSES	93
21	INDEMNITIES	94
22	NO SET-OFF OR TAX DEDUCTION	96
23	ILLEGALITY, ETC.	99
24	INCREASED COSTS	100
25	SET-OFF	102
26	TRANSFERS AND CHANGES IN LENDING OFFICES	103
27	VARIATIONS AND WAIVERS	111
28	NOTICES	113
29	JOINT AND SEVERAL LIABILITY	116
30	MISCELLANEOUS	117
31	BAIL IN	119
32	GUARANTEE AND INDEMNITY – HEDGE GUARANTOR	120
33	GUARANTEE AND INDEMNITY HOLDING GUARANTOR	123
34	LAW AND JURISDICTION	126

SCHEDULES
1.	Lenders and Commitments
2.	Form of Drawdown Notice
3.	Documents and evidence required as conditions precedent
4.	Transfer Certificate
5.	Form of Compliance Certificate
6.	Form of Insurance Letter

(b)

COSTAMARE BULKERS SHIPS INC., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands, whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH 96960 (hereinafter called the “Borrower B”, which expression shall include its successors),

2.

COSTAMARE BULKERS HOLDINGS LIMITED, a corporation duly incorporated and validly existing under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands, whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH 96960, as guarantor (the “Holding Guarantor”, which expression includes its successors in title);

3.	The Banks And Financial Institutions listed in Schedule 1 (Lenders and Commitments), as Lenders;

4.	Eurobank S.A., acting through its office at 83 Akti Miaouli, Piraeus, Greece, as Facility Agent;

5.	Eurobank S.A., acting through its office at 83 Akti Miaouli, Piraeus, Greece, as Arranger;

6.	Eurobank S.A., acting through its office at 83 Akti Miaouli, Piraeus, Greece, as Security Agent; and

7.	Eurobank S.A., acting through its office at 83 Akti Miaouli, Piraeus, Greece, as Account Bank; and

8.	EUROBANK S.A., acting through its office at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, as Swap Bank

1.1	Amount and purpose

1.2	Definitions

(a)

in respect of the Loan less any Cash-collateralised part of the Loan, one point six zero per cent (1.60%) per annum (the “Margin A”); and

(b)

in respect of any Cash-collateralised part of the Loan, zero point six zero per cent (0.60%) per annum (the “Margin B”);

(a)

31 December, 2027 or such later date as the Facility Agent may, with the authorisation of the Lenders, agree with the Borrowers; or

(b)

if earlier, the date on which the Total Commitments are fully borrowed, cancelled or terminated;

(a)

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

(b)

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

(a)

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

(b)

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

(c)

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

(a)

the interest (excluding Applicable Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan to the last day of the current Interest Period or had the principal amount received been paid on the last day of that Interest Period;

(b)

the amount which that ▇▇▇▇▇▇ would be able to obtain by placing an amount equal to the principal amount received by it on deposit with a leading bank in the London interbank 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)

in New York; and

(b)

(in relation to the fixing of any interest rate which is required to be determined under this Agreement or any Finance Document), a US Government Securities Business Day;

(a)

a change in the ownership of any Owner from the date of this Agreement resulting in that Owner not being a direct or indirect wholly-owned Subsidiary of Borrower A or, as the case may be, following the Spin-Off Completion Date, the Holding Guarantor; and/or

(b)

a sale by the members of the Konstantakopoulos Family of any shares in, prior to the Spin-Off Completion Date, Borrower A or, as the case may be, following the Spin-Off Completion Date, Holding Guarantor, which would reduce the proportion of issued shares owned by them in aggregate below 30% of the issued common shares; and/or

(c)

the issuance of further shares by, prior to the Spin-Off Completion Date,  Borrower A or, as the case may be following the Spin-Off Completion Date, the Holding Guarantor of further shares, which would reduce the proportion of issued shares owned by the members of the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Family in aggregate to below 30% of the issued common shares; and/or

(d)

no member of the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Family has the power to direct, or cause the direction of, the management and the policies of, prior to the Spin-Off Completion Date, Borrower A, and after the Spin-Off Completion Date, the Holding Guarantor, whether through the ownership of voting securities, by contract, or otherwise;

(a)

any member of the Group or any of its advisers; or

(b)

another Creditor Party, if the information was obtained by that Creditor Party directly or indirectly from another member of the Group or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)

is or becomes public information other than as a direct or indirect result of

(ii)

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

(iii)

is known by that Creditor Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Creditor Party after that date, from a source which is, as far as that Creditor Party is aware, unconnected with the Group  and which, in either case, as far as that Creditor Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

(a)

which has failed to make available the relevant proportion of its Commitment in respect of any Advance or has given notice to the Facility Agent that it will not make such amount available by the relevant Drawdown Date pursuant to Clause 4.3 (Notification to Lenders of receipt of a Drawdown Notice); or

(b)

which has otherwise rescinded or repudiated a Finance Document; or

(c)

with respect to which an Insolvency Event has occurred and is continuing,

(i)

its failure to pay is caused by:

(A)

an administrative or technical error; or

(B)

a Disruption Event; and

(ii)

that ▇▇▇▇▇▇ is disputing in good faith whether it is contractually obliged to make the relevant payment;

(a)

it is entered into by  Borrower B pursuant to the Master Agreement with the Swap Bank which, at the time the Designated Transaction is entered into, is also a Lender and Borrower B's rights under the Master Agreement are subject to the Master Agreement Swap Assignment;

(b)

its purpose is the hedging of the Borrower(s)’ exposure under this Agreement to fluctuations in SOFR arising from the funding of the Loan (or any part thereof) for a period expiring no later than the Final Maturity Date; and

(c)

it is designated by the Borrower(s), by delivery by the Borrower(s) to the Swap Bank of a notice of designation as a Designated Transaction for the purposes of the Finance Documents in the form of the Schedule 7 (Designation Notice) (or in any other form which the Swap Bank approves);

(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 Loan (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, a party to this Agreement (a "Party"); 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 preventing that, or any other, Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other parties in accordance with the terms of the Finance Documents,

(a)

any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or which relates to any Environmental Law; or

(b)

any claim by any other person which arises out of an Environmental Incident,

(a)

any release of Environmentally Sensitive Material from that Vessel; or

(b)

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

(c)

any other incident in which Environmentally Sensitive Material is released otherwise than from that Vessel and in connection with which that ▇▇▇▇▇▇ is actually arrested and/or where the Owner owning that Vessel and/or any operator or manager of that Vessel is at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval;

(a)

sections 1471 to 1474 of the Code and any Treasury regulations thereunder:

(b)

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

(c)

any agreement pursuant to the implementation of 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 including the Guarantees in Clauses 32 (Guarantee and Indemnity – Hedge Guarantor) and 33 (Guarantee and Indemnity – Holding Guarantor);

(b)

the Agency and Trust Agreement;

(c)

the Master Agreement;

(d)

the General Assignments;

(e)

the Guarantees;

(f)

the Mortgages;

(g)

the Manager's Undertakings;

(h)

the Accounts Pledge Agreements;

(i)

the Cash-Collateral Account Pledge Agreement,

(j)

any Credit Support Document;

(k)

the Credit Support Annex Collateral Account Pledge Agreement;

(l)

the Master Agreement Swap Assignment;

(m)

any Assignable Charter Assignment; and

(n)

any other document (whether creating a Security Interest or not) which is executed

(a)

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

(b)

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

(c)

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

(d)

under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor other than any liability in respect of a lease or hire purchase contract which would, in accordance with USGAAP in force as in effect of the date of this Agreement, have been treated as an operating lease; or

(e)

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

(a)

it has failed to make (or has notified a party to a Finance Document that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)

the Facility Agent otherwise rescinds or repudiates a Finance Document;

(c)

(if the Facility Agent is also a Lender), it is a Defaulting Lender under paragraph (a) or (b) of the definition of "Defaulting Lender"; or

(d)

an Insolvency Event has occurred and is continuing with respect to the Facility Agent;

(i)

its failure to pay is caused by:

(ii)

the Facility Agent is disputing in good faith whether it is contractually

(a)

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)

makes a general assignment, arrangement, or composition with or for the benefit of its creditors;

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(h)

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(i)

causes or is subject to any event with respect to it, which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(j)

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts;

(a)

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

(b)

all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement;

(i)

the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the longest period (for which 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 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 a day which is no more than six US Government Securities Business Days (and no less than three US Government Securities Business Days) before the Quotation Day; and

(b)

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

(i)

the applicable Term SOFR (as of the Quotation Day) for the longest period (for which 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 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 three US Government Securities Business Days before the Quotation Day; and

(b)

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

(a)

▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇;

(b)

▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇;

(c)

▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇;

(d)

▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇;

(e)

a husband or wife, or former husband or wife, or widower or widow, of any of the above persons;

(f)

all the lineal descendants in direct line of any of the said Messrs. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇; and

(g)

each company (other than a member of the Group) legally or beneficially owned or (as the case may be) controlled by one or more of the persons or entities which would fall within paragraphs (a) to (f) above,

(a)

before the Loan has been made, Lenders whose Commitments total 66.67% of the Total Commitments; and

(b)

after the Loan has been made, ▇▇▇▇▇▇▇ whose Contributions total 66.67% of the Loan;

(a)

the financial condition of Borrower A or, as the case may be, following the Spin-Off Completion Date Borrower B and/or any other Security Party taken as a whole;

(b)

the ability of the Borrowers and/or any other Security Party to (i) comply with or perform any of its obligations or (ii) discharge any of its liabilities, under any Finance Document as they fall due; or

(a)

Security Interests created by the Finance Documents;

(b)

liens for unpaid master's and crew's wages in accordance with usual maritime practice;

(c)

liens for salvage;

(d)

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

(e)

any liens arising in the ordinary course of trading by operation of law in respect of obligations which are not overdue or which are being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves have been provided);

(f)

any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses while a Borrower or a Guarantor is actively prosecuting or defending such proceedings or arbitration in good faith;

(g)

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

(h)

any Security Interest of any kind securing any obligation of any person or any type of preferential arrangement (including without limitation title transfer arrangements having a similar effect):

(i)

over goods and products of a Guarantor, or documents of title to goods and products of that Guarantor, arising in the ordinary course of trading required to be paid within 180 days after the date upon which the relevant indebtedness was first incurred; and

(ii)

arising by operation of law or which arises pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings provided that the execution or other enforcement thereof is effectively stayed and the claims served thereby are being contested at the time in good faith by appropriate proceedings;

(a)

England and Wales;

(b)

the country under the laws of which the company is incorporated or formed;

(c)

a country in which the company has the centre of its main interests or which the company's central management and control is exercised;

(d)

a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;

(e)

a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and

(f)

a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company, whether as a main or territorial or ancillary proceedings, or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c) above;

(a)

the applicable 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

(a)

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

(b)

the security rights of a plaintiff under an action in rem; and

(c)

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

(a)

all amounts which have become due for payment by the Borrowers or any Security Party under the Finance Documents have been paid;

(b)

no amount is owing or has accrued (without yet having become due for payment) under any Finance Document;

(c)

neither  either Borrower nor any Security Party has any future or contingent liability under Clauses 20 (Fees and Expenses), 21 (Indemnities) or 22(No set-off or Tax Deduction) or any other provision of this Agreement or another Finance Document; and

(d)

the Facility Agent, the Security Agent and the Majority Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present bankruptcy of a Borrower or a Security Party or in any present proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document;

(a)

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

(b)

any expropriation, confiscation, requisition or acquisition of that Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire or use which does not involve a requisition for title) unless it is within ninety (90) days  redelivered to the full control of the Owner owning that Vessel; or

(c)

any arrest, capture, seizure, piracy or detention of that ▇▇▇▇▇▇ (including any hijacking or theft) unless it is within one hundred twenty (120) days redelivered to the full control of Owner owning that ▇▇▇▇▇▇;

(a)

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

(b)

in the case of a constructive, compromised, agreed or arranged total loss of that ▇▇▇▇▇▇, the earlier of:

(i)

90 days after the date on which notice of abandonment is given to the insurers; and

(ii)

the date of any compromise, arrangement or agreement made by or on behalf of the Owner owning that Vessel with that ▇▇▇▇▇▇'s insurers in which the insurers agree to treat that Vessel as a total loss; and

(c)

in the case of any other type of total loss, on the date (or the most likely date) on which it reasonably appears to the Facility Agent that the event constituting the total loss occurred;

(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 Security Party which is resident for tax purposes in the United States of America; or

(b)

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

(a)

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

(b)

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

(a)

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

(b)

in relation to any other applicable Bail-In Legislation:

(i)

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

(ii)

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

(c)

in relation to any UK Bail-In Legislation:

(i)

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

(ii)

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

1.3	Construction of certain terms

1.4	Meaning of "month"

(i)

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

(ii)

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

1.5	Meaning of "Subsidiary"

(i)

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

(ii)

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

(iii)

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

1.6	General Interpretation

(a)

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

(b)

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

(c)

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

(d)

Clauses 1.2 (Definitions) to 1.6 (General Interpretation) apply unless the contrary intention appears.

1.7

Headings

1.8	Event of Default

2.1	Amount of Facility

2.2	Lenders' participations in each Advance

2.3	Purpose of the Loan

3.1	Interests of Lenders several

(a)

each Lender and the Swap Bank shall be entitled to sue for any amount which has become due and payable by the Borrowers to it under this Agreement; and

(b)

without joining the Facility Agent, the Security Agent and any other Lender or the Swap Bank as additional parties in the proceedings.

3.2	Proceedings by individual Lender

(a)

any other liability or obligation of the Borrowers or a Security Party under or connected with a Finance Document; or

(b)

any misrepresentation or breach of warranty by the Borrowers (or either of them) or a Security Party in or connected with a Finance Document.

3.3	Obligations several

(a)

the obligations of the other Lenders or the Swap Bank being increased; nor

(b)

any Borrower, any Security Party or any Creditor Party being discharged (in whole or in part) from its obligations under any Finance Document,

3.4	Parties bound by certain actions of Majority Lenders

(a)

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

(b)

any instruction or authorisation given by the Majority Lenders to the Facility Agent or the Security Agent under or in connection with any Finance Document (subject always to Clause 27.2 (Variations, waivers etc. requiring agreement of all Lenders));

(c)

any action taken (or in good faith purportedly taken) by the Facility Agent or the Security Agent in accordance with such an instruction or authorisation of the Majority Lenders unless otherwise stated herein.

3.5	Reliance on action of Facility Agent

(a)

shall be entitled to assume that the Majority Lenders have duly given any instruction or authorisation which, under any provision of a Finance Document, is required in relation to any action which the Facility Agent has taken or is about to take;

(b)

shall be entitled to assume that unless otherwise expressly stated in this Agreement and the other Finance Documents, the Facility Agent is acting on the instructions of all Lenders when taking any action, giving any authorisation or making any determination; and

(c)

shall not be entitled to require any evidence that such an instruction or authorisation has been given.

3.6	Construction

4.1	Request for Advances

4.2	Availability

(a)

the Drawdown Date for each Advance has to be a Business Day during the Availability Period;

(b)

each Advance shall be made available for the purpose of financing part of the Market Value of the Vessel to be financed by that Advance; and

(c)

each Advance shall be equal to the lesser of (i) 60% of the relevant Vessel’s Market Value, as determined in accordance with Clause 15.7 (Valuation of a Vessel), by a

4.3	Notification to Lenders of receipt of a Drawdown Notice

(a)

the amount of the Advance to be drawn down and the Drawdown Date for that Advance;

(b)

the amount of that ▇▇▇▇▇▇'s participation in that Advance; and

(c)

the duration of the first Interest Period in respect of that Advance.

4.4	Drawdown Notice irrevocable

4.5	Lenders to make available Contributions

4.6	Disbursement of Advances

(a)

to the account which the Borrowers specify in the relevant Drawdown Notice; and

(b)

in the like funds as the Facility Agent received the payments from the Lenders.

4.7	Disbursement of the Loan to third party

4.8	Disbursement of the loan to Seller’s Bank or to the Escrow Agent’s Bank (as applicable)

(a)

Notwithstanding the foregoing provisions of this Clause 4, in the event that an

(i)

such amount is remitted to the Seller’s Bank (or the Escrow Agent’s Bank, as applicable) to be held by it in an account in the Facility Agent’s name or the account provided in the Escrow Agreement (the “deposit account”) on trust and to the order of the Facility Agent;

(ii)

the principal amount (the “deposited amount”) of such funds will only be released to the Seller of the Relevant Vessel (the “Relevant Seller”) strictly in accordance with the Facility Agent’s instructions set out in the SWIFT payment instructions or in the relevant Escrow Agreement, as applicable (together herein, the “SWIFT Instructions”) of the Facility Agent to the Seller’s Bank (or to the Escrow Agent’ Bank, as applicable);

(iii)

the deposited amount so released may be used only for payment to the account of the Relevant Seller in satisfaction of the balance of the Purchase Price of the Relevant Vessel and any other amount payable by the Owner of that Vessel as Buyer (the “Relevant Owner”) to the Relevant Seller under the Relevant MOA; and

(iv)

in the event that:

(aa)

the deposited amount is released (whether on the expected Delivery Date or thereafter) in accordance with the SWIFT instructions or, as the case may be, the relevant payment instructions or any part thereof is not so released, or

(bb)

the Seller’s Bank (or the Escrow Agent, as applicable) fails to remit (or to order the remittance, as applicable) the said amount and any earned interest to the account designated by the Facility Agent in accordance with the SWIFT Instructions or, as the case may be the relevant payment instructions:

(b)

Any amounts remitted by the Seller’s Bank (or the Escrow Agent’s Bank, as applicable) to the Facility Agent and returned pursuant to this Clause 4.8 will be applied in or towards prepayment of the Loan pursuant to Clause 8.2 (Voluntary prepayment) provided that if any such amount so returned is not a part of the amount of the Loan but part of the Relevant Owner’s or the Borrowers’ equity such amount shall be freely available to the Relevant Owner or the Borrowers.

(c)

Without prejudice to the obligations of the Borrowers so to indemnify the Lenders and the Facility Agent on demand, the Facility Agent shall in good faith take reasonable and proper steps diligently to seek recovery of the deposited amount from the Seller’s Bank (or the Escrow Agent’s Bank, as applicable) (provided that prior to taking such action the Borrowers shall have agreed to indemnify the Lenders and the Facility Agent for all costs and expenses which may be incurred in seeking recovery of such amount, including, without limitation, all legal fees and disbursements reasonably and properly incurred) and if the Lenders shall recover any part of the deposited amount (and provided that it has previously recovered full indemnification under Sub-Clause 4.8(a)(iv)) the Lenders shall, so long as no Event of Default has occurred and is continuing, pay to the Borrowers the amount so recovered after subtracting any tax suffered or incurred thereon or Expenses incurred by the Lenders and/or the Facility Agent.

5.1	Payment of normal interest

5.2	Normal rate of interest

(a)

the Applicable Margin; and

(b)

the Reference Rate for that Interest Period.

5.3	It is hereby agreed that the interest rate for the calculation of interest on the Cash-collateralised part of the Loan shall be the rate per annum determined by the Facility Agent to be the aggregate of (i) the Margin B (ii) and the Reference Rate for that Interest Period,

5.4	Payment of accrued interest

5.5	Selection of Interest Period

5.6	Notification of Interest Periods and rates of normal interest

(a)

each rate of interest; and

(b)

the duration of each Interest Period,

5.7	Market disruption

5.8	Cost of funds

(a)

If this Clause 5.7 (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:

(ii)

the weighted average of the rates notified to the Facility Agent by each Lender as soon as practicable and in any event within 3 Business Days of the first day of that Interest Period (or, if earlier, on the date falling 3 Business Days 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 5.7 (Cost of funds) applies and the Facility Agent or the Borrowers so require, the Facility Agent and the Borrowers shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c)

Subject to Clause 5.9 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrowers, be binding on all Parties.

(d)

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

(e)

If this Clause 5.7 (Cost of funds) applies pursuant to Clause 5.6 (Market disruption) and a Lender's Funding Rate is less than the Market Disruption Rate, that Lender's cost of funds relating to its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate.

(f)

If this Clause 5.7 (Cost of funds) applies but any Lender does not notify a rate to the Facility Agent by the time specified in sub-paragraph (ii) of paragraph (a) above the rate of interest shall be calculated on the basis of the rates notified by the remaining Lenders.

5.9	Unavailability of Term SOFR

(a)

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

(b)

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

(c)

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

(d)

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

5.10	Changes to reference rates

(a)

If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to:

(A)

aligning any provision of any Finance Document to the use of that Replacement Reference Rate;

(B)

enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(C)

implementing market conventions applicable to that Replacement Reference Rate;

(D)

providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(E)

adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

(b)

If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above, within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Facility Agent may agree) of that request being made:

(A)

its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and

(B)

its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

(a)

Term SOFR (all Quoted Tenors), 10 US Government Securities Business Days; and

(b)

SOFR, 10 US Government Securities Business Days.

(a)

the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Lenders and the Borrowers, materially changed;

(A)

the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

(B)

information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,

(ii)

the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

(iii)

the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or

(iv)

the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or

(c)

the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Borrowers) temporary; or

(ii)

that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than the applicable Published Rate Contingency Period; or

(d)

in the opinion of the Majority ▇▇▇▇▇▇▇ and the Borrowers, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

(a)

formally designated, nominated or recommended as the replacement for a Published Rate by:

(i)

the administrator of that Published Rate; or

(ii)

any Relevant Nominating Body,

(b)

in the opinion of the Majority Lenders and the Borrowers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or

(c)

in the opinion of the Majority ▇▇▇▇▇▇▇ and the Borrowers, an appropriate successor or alternative to a Published Rate.

5.11	Interest rate hedging

6.1	Commencement of Interest Periods

6.2	Duration of normal Interest Periods

(a)

three (3) or six (6) months as notified by the Borrowers to the Facility Agent not later than 11.00 a.m. (London time) two (2) Business Days before the commencement of that Interest Period; or

(b)

three (3) months, if the Borrowers fail to notify the Facility Agent by the time specified in paragraph (a) above; or

(c)

such other period longer than six (6) months as the Facility Agent may, with the authorisation of all the Lenders, agree with the Borrowers.

6.3	Duration of Interest Periods for Repayment Instalments

6.4	Non-availability of matching deposits for Interest Period selected

7.1	Payment of default interest on overdue amounts

(a)

the date on which the Finance Documents provide that such amount is due for payment; or

(b)

if a Finance Document provides that such amount is payable on demand, the date falling 3 Business Days after the date on which the demand is served; or

(c)

if such amount has become immediately due and payable under Clause 19.4 (Acceleration of Loan), the date on which it became immediately due and payable.

7.2	Default rate of interest

(a)

in the case of an overdue amount of principal, either the rate set out at paragraph (a) of Clause 7.3 (Calculation of default rate of interest) (during any unexpired part of any current Interest Period applicable to that overdue amount immediately prior to

(b)

in the case of any other overdue amount, the rate set out at paragraph (b) of Clause 7.3 (Calculation of default rate of interest).

7.3	Calculation of default rate of interest

(a)

the rate applicable to the overdue principal amount immediately prior to the relevant date (but only for any unexpired part of any then current Interest Period applicable to it);

(b)

the aggregate of the Applicable Margin plus, in respect of successive periods of any duration (including at call) up to three (3) months which the Facility Agent may select from time to time:

(i)

the Reference Rate; or

(ii)

if the Facility Agent (after consultation with the applicable Lenders) determines that leading banks are not able to borrow Dollars in the Relevant Market in the ordinary course of business, a rate from time to time determined by the Facility Agent by reference to the Cost of funds to the Lenders from such other sources as the Facility Agent (after consultation with the applicable Lenders) may from time to time determine.

7.4	Notification of interest periods and default rates

7.5	Payment of accrued default interest

7.6	Compounding of default interest

7.7	Application to Master Agreement

8.1

Repayment

8.2	Voluntary prepayment

8.3	Conditions for voluntary prepayment

(a)

a partial prepayment shall be in the minimum amount of $500,000 or a multiple thereof; and

(b)

the Facility Agent has received from the Borrowers at least three (3) Business Days'  prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made; and

(c)

if a prepayment is not made on a date other than an Interest Payment Date in respect of the whole of the Loan, Clause 8.7 (Amounts payable on prepayment) shall apply to such prepayment.

8.4	Effect of notice of prepayment and cancellation notice

(a)

a prepayment notice shall become due and payable by the Borrowers on the date for prepayment specified in that prepayment notice; and

(b)

a cancellation notice shall be permanently cancelled on the date specified in the cancellation notice and the Borrowers shall pay any Commitment Commission accrued under paragraph (a) of Clause 20.1 (Fees) in respect of the amount cancelled up until the date of cancellation.

8.5	Notification of notice of prepayment

8.6	Mandatory prepayment

(a)

The Borrowers shall be obliged to prepay the Relevant Amount together with all sums payable by the Borrowers to the Creditor Parties under Clause 8.7 (Amounts payable on prepayment) on the relevant Prepayment Date (the "Prepayment"), if a Mortgaged Vessel is sold or refinanced or becomes a Total Loss.

(i)

if a Mortgaged Vessel is sold or refinanced, a date falling on or before the date on which the sale is completed by delivery of that Mortgaged Vessel to its buyer or, in the case of refinancing, on which the Security Agent or the Lenders (as the case may be) discharge(s) the Mortgage registered over that Mortgaged Vessel; and

(ii)

if a Mortgaged Vessel becomes a Total Loss, on the earlier of: (i) the date falling 180 days after the Total Loss Date (or such later date as the Facility Agent (acting on the instructions of the Lenders) may agree) and (ii) the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss.

8.7	Amounts payable on prepayment

8.8	Application of partial prepayment and cancellation

(a)

partial prepayment made pursuant to Clause 5.15 (Prepayment; termination of Commitments), Clause 8.9 (Optional facility cancellation), 23.3 (Prepayment; termination of Commitment) and 24.6 (Notice of prepayment), shall be applied pro rata against the Repayment Instalments which are at the time being outstanding and the balloon instalments  (and, in the case of Clause 5.15 (Prepayment; termination of Commitments), 23.3 (Prepayment; termination of Commitment) and 24.6 (Notice of prepayment), shall be applied pro rata to each Affected Lender's or, as the context may require, Notifying Lender's respective Contribution in that part of the Loan); and

(b)

partial prepayment made pursuant to Clause 8.2 (Voluntary prepayment) and 15.6 (Prepayment; provision of additional security), shall be applied in or towards reduction of the Repayment Instalments which are outstanding at that time and the balloon instalments pro rata or in direct chronological order of maturity or in inverse, chronological order of maturity, at the Borrowers' option.

8.9	Optional facility cancellation

8.10	No reborrowing

8.11	Release of an Owner

8.12	Right of cancellation in relation to a Defaulting Lender

(a)

If any Lender becomes a Defaulting Lender, the Borrowers may, at any time whilst that ▇▇▇▇▇▇ continues to be a Defaulting Lender, give the Facility Agent 5 Business Days' notice of cancellation of the undrawn Commitment of that Lender.

(b)

On the notice referred to in paragraph (a) above becoming effective, the undrawn Commitment of the Defaulting Lender shall immediately be reduced to zero.

(c)

The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

8.13	Unwinding of Designated Transactions

8.14	Prepayment of Swap benefit

9.1	Documents, fees and no default

(a)

that, on or before the date of this Agreement, the Facility Agent receives:

(i)

the documents described in Part A of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to the Facility Agent; and

(ii)

payment of any expenses payable pursuant to Clause 20.2(Costs of negotiation, preparation etc.) which are due and payable on the date hereof;

(b)

that, on or before each Drawdown Date or the Delivery of the Relevant Vessel (as defined in Part B of Schedule 3 (Condition Precedent Documents)), the Facility Agent receives:

(i)

the documents described in Part B of Schedule 3 (Condition Precedent Documents) in form and substance satisfactory to the Facility Agent;

(ii)

payment of any Commitment Commission and any Evaluation Costs and Expenses payable pursuant to Clause 20.1 (Fees); and

(iii)

payment of any expenses payable pursuant to Clause 20.2(Costs of negotiation, preparation etc.) which are due and payable on that Drawdown Date;

(c)

that both at the date of each Drawdown Notice and at the Drawdown Date relative thereto and on the Delivery of the Relevant Vessel (as defined in Part B of Schedule 3 (Condition Precedent Documents)):

(i)

no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Loan;

(ii)

the representations and warranties in Clause 10.1 (General) and those of the Borrowers and each Guarantor which are set out in the other Finance Documents to which each is or is to be a party would be true and not misleading in any material respect if repeated on each of those dates with reference to the circumstances then existing (other than in the case of the representation and warranty set out in Clause 10.17 (Material Adverse Change) which would be true and not misleading if repeated only on each Drawdown Date with reference to the circumstances then existing); and

(iii)

none of the circumstances contemplated by ▇▇▇▇▇▇ 5.6 (Market disruption) has occurred and is continuing; and

(d)

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

9.2	Waiver of conditions precedent

10.1

General

10.2

Status

10.3	Corporate power

(a)

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

(b)

to borrow under this Agreement, to enter into Designated Transactions under the Master Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents.

10.4	Consents in force

10.5	Legal validity; effective Security Interests

(a)

constitute the relevant Borrowers' legal, valid and binding obligations enforceable against it in accordance with their respective terms; and

(b)

in the case of the Finance Documents (or any of them) create, where applicable, legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate,

10.6	No third party Security Interests

(a)

each Borrower will have the right to create all the Security Interests which any Finance Document to which it is a party purports to create; and

(b)

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

10.7	No conflicts

(a)

any law or regulation applicable to it; or

(b)

its constitutional documents; or

(c)

any contractual or other obligation or restriction which is binding on each of the Borrowers or any of its assets.

10.8	No withholding taxes

10.9	No default

10.10

Information

10.11

No litigation

10.12

Compliance with certain undertakings

10.13

Taxes paid

10.14

No money laundering

10.15

Solvency

10.16

Sanctions

10.17

Material Adverse Change

10.18

Validity and completeness of Management Agreements

(i)

The copies of each Management Agreement delivered to the Facility Agent before the date of this Agreement are true and complete copies (and include all amendments or additions to such Management Agreement made on or before the date of this Agreement).

(ii)

Each Management Agreement constitutes valid, binding and enforceable obligations of the Owner which is a party thereto in accordance with its terms.

(iii)

No party to a Management Agreement (in the case of any such party other than an Owner, to the best of that Owner’s knowledge), is in default under such Management Agreement.

10.19

Environmental provisions

(a)

Except as may already have been disclosed by the Borrowers or the relevant Owner in writing to, and acknowledged in writing by, the Facility Agent:

(i)

each of the Borrowers and the Owners has complied with the provisions of all Environmental Laws applicable to it;

(ii)

each of the Borrowers and the Owners has obtained all Environmental Approvals applicable to it and are in compliance with all such Environmental Approvals; and none of the Borrowers and the Owners has received notice of any Environmental Claim that it is not in compliance with any Environmental Law or any Environmental Approval applicable to it.

(b)

Except as may already have been disclosed by the Borrowers or any Owner in writing to, and acknowledged in writing by, the Facility Agent:

(i)

there is no Environmental Claim in aggregate exceeding One million Dollars ($1,000,000) pending or, to the best of the Borrowers’ knowledge and belief, threatened against any of the Borrowers, the Owners and the Vessels; and

(ii)

there has been no emission, spill, release or discharge of an Environmentally Sensitive Material from a Vessel, which to the best of the Borrowers’ knowledge and belief (having made due enquiry), could give rise to an Environmental Claim in aggregate exceeding One million Dollars ($1,000,000).

10.20

Compliance with laws and regulations

(a)

Each Borrower is in compliance in all material respects with any environmental laws and official requirements applicable to it and provided for under the European Union or the relevant international conventions as well the Environmental Laws and regulations of its jurisdiction of incorporation which have as a purpose or effect the protection of, and/or prevention of harm or damage to, and/or improvement of, the environment; and implement the necessary measures and carry out any necessary and designated action for the effective dealing with and remedy of the issues which, in the course of ordinary audits, are indicated to that Borrower, from the competent authorities of its jurisdiction of incorporation.

(b)

Each Borrower is in compliance in all material respects with any law or regulation applicable to it and pertaining to the labor and employment conditions, the occupational health and safety and the public health, safety and security and implement the necessary measures and carry out any necessary and designated action for the effective dealing with and remedy of the issues which, in the course of ordinary audits, are indicated to that Borrower from the competent authorities of its jurisdiction of incorporation.

(c)

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

10.21

MOAs

(a)

MOA Valid:  the copy of each MOA delivered or to be delivered to the Facility Agent as a condition precedent shall be a true and complete copy of such document constituting valid and binding obligations of the parties thereto enforceable in accordance with its terms nor shall any action been taken by the parties thereto which would in any way render such document inoperative or unenforceable; and

(b)

No Rebates:  there will be no commissions, rebates premiums or other payments by or to or on account of an Owner or any other Security Party or, to the knowledge of the Borrowers, any other person in connection with the MOAs (or any of them) other than as shall be disclosed to the Facility Agent by the Borrowers in writing.

10.22

Repetition

11.1

General

11.2	Title; negative pledge and pari passu ranking

(a)

in the case of each Owner, each Owner will hold the legal title to, and own the entire beneficial interest in its Vessel, her Insurances and Earnings, free from all Security Interests and other interests and rights of every kind (other than Permitted Security Interests);

(b)

in the case of each Owner, each Owner will not create or permit to arise any Security Interest (except for Permitted Security Interests) over any other asset, present or future (including, but not limited to, in the case of each Borrower, that Borrower’s rights against the Swap Bank under the Master Agreement or all or any part of the  interest in any amount payable to the Borrowers (or either of them) by the Swap Bank under the Master Agreement); and

(c)

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

11.3	No disposal of assets

(a)

in the case of each Owner, all or part of its assets, in each case whether by one transaction or a number of transactions, whether related or not; or

(b)

any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation except in the ordinary course of business,

11.4	Information provided to be accurate

11.5	Provision of financial statements

(a)

(1) until the Spin-Off Completion Date the audited annual consolidated Accounting Information of Borrower A (including the Owners) and after the Spin-Off Completion Date the audited annual consolidated Accounting Information of the Holding Guarantor (including the Borrower B and the Owners), in each case as soon as practicable but not later than 180 days after the end of each Financial Year to which they relate of the relevant Borrower or, as the case may be, the Holding Guarantor and (2) the un-audited annual financial statements of the Owners, in each case commencing from the Financial year ending 31 December, 2025 prepared in accordance with US-GAAP consistently applied provided however that in case the audited annual consolidated Accounting Information of the Borrower A or, as the case may be, the Holding Guarantor and/or the un-audited annual financial statements of the Owners be uploaded in the website of the Borrower A or, as the case may be, the Holding Guarantor and can be reviewed by the Lenders by visiting the Borrower A’s or, as the case may be, the Holding Guarantor’s website, such obligation shall be deemed satisfied; and

(b)

together with each set of financial statements delivered pursuant to paragraph (a) above, a Compliance Certificate duly signed by the chief financial officer or any authorised officer of the relevant Borrower setting out in reasonable detail computations as to compliance with Clause 15.1 (Financial Covenants) as at the date at which those financial statements were drawn up.

11.6	Form of financial statements

(a)

be prepared in accordance with all applicable laws and USGAAP and consistently applied and audited by an Approved Auditor;

(b)

give a true and fair view of the state of affairs of the Group at the date of those accounts and of its profit for the period to which those accounts relate; and

(c)

fully disclose or provide for all significant liabilities of the Group.

11.7

Consents

(a)

for the Borrowers or the relevant Borrower or that Guarantor to perform all material obligations under any Finance Document to which each is a party or, in the case of an Owner, the Management Agreement to which it is a party;

(b)

for the validity or enforceability of any Finance Document to which each is a party or, in the case of an Owner, the Management Agreement to which it is a party; and

(c)

for that Owner to continue to own and operate its Vessel,

11.8	Maintenance of Security Interests

(a)

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

(b)

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

11.9	Notification of litigation

11.10

Principal place of business

11.11

Notification of default

11.12

Provision of further information

(a)

as soon as practicable after receiving the request, provide the Facility Agent with any additional financial or other information relating:

(i)

to the Borrowers, any other Security Party, any Vessel, her Earnings or her Insurances; or

(ii)

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

(b)

promptly upon becoming aware of them, provide the Facility Agent with the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions against the Borrowers (or either of them), any Guarantor, an Approved Manager with respect to a Vessel or any of their respective directors, officers, employees, agents or representatives, as well as information on what steps are being taken with regards to answer or oppose such;

(c)

promptly upon becoming aware that the Borrowers (or either of them), a Guarantor, an Approved Manager or any of their respective directors, officers, employees, agents or representatives has become or is likely to become a Restricted Party, notify the Facility Agent accordingly; and

(d)

promptly upon becoming aware of it, notify the Facility Agent of the occurrence of a Change of Control.

11.13

Provision of copies and translation of documents

11.14

Sanctions

(a)

The Borrowers and each Guarantor understands that the Creditor Parties - be it due to applicable laws and/or internal rules and regulations - are prohibited from conducting business in relation to Restricted Countries or Restricted Parties.

(b)

Neither the Borrowers (nor either of them) nor any Security Party nor any of its respective directors and/or officers (to the best of their knowledge) shall be, nor act directly or indirectly on behalf of, a Restricted Party.

(c)

Each of the Borrowers confirms and undertakes that it will not, and shall procure that each Guarantor will not, transfer, make use of, or provide the benefit of, any funds received from, or services provided by, any Creditor Party to any Restricted Parties, or conduct, permit or allow any business activity related to any Vessel (including, but not limited to, entering into any acquisition agreement, a (re-)financing or any charter in relation to any Vessel) or related to any other Relevant Asset with any Restricted Parties or for business activities that are subject to Sanctions.

(d)

In addition and without prejudice to the foregoing, the Borrowers shall, and shall procure that each Guarantor shall, procure that no proceeds, funds or benefit from any activity or dealing with Restricted Parties are used in discharging any obligation due or owing to the Creditor Parties or are credited to any bank account held by a Borrower or a Guarantor with any Creditor Party, and that no payment to a Restricted Party is effected, whether to discharge any obligation due or owing to such person or for any other purpose, through the use of any bank account held by a Borrower or a Guarantor with any Creditor Party.

(a)

located, domiciled, resident or incorporated in a Restricted Country; or

(b)

the government of a Restricted Country; or

(c)

subject to Sanctions; or

(d)

controlling, or controlled by, or under common control with, any person, entity or party referred to under (i) to (iii) above; and

(a)

the United Nations;

(b)

the European Union;

(c)

the United States Treasury Department's Office of Foreign Assets Control ("OFAC");

(d)

His Majesty's Treasury of the United Kingdom; and/or

(e)

any other body notified from time to time in writing to the Borrowers by the Facility Agent, to whose jurisdiction a Creditor Party (or any of its affiliates) or the Borrowers (or either of them) may be subject.

11.15

No other liabilities or obligations to be incurred

(a)

liabilities and obligations under the Finance Documents to which it is or, as the case may be, will be a party and, in the case of an Owner, the Management Agreement to which it is a party;

(b)

liabilities or obligations reasonably incurred in the normal course of its business of trading, operating and chartering, maintaining and repairing the Vessel owned by it;

(c)

liabilities or obligations under guarantees (i) from time to time required in the ordinary course by any protection and indemnity or war risks association with which the Vessel owned by it is entered or (ii) required to release that Vessel from any arrest, detention, attachment or levy or required for the salvage of that Vessel or (iii) issued in the ordinary course of its business not exceeding, in aggregate, the amount of One million Dollars ($1,000,000) (or the equivalent in any other currency) in any calendar year; and

(d)

liabilities and obligations reasonably incurred under any shareholder loan subject to the Facility Agent being satisfied that no principal or interest payments shall be made in respect of such shareholder loans whilst an Event of Default has occurred which is continuing and that any existing and future shareholder or affiliated company loan to be fully subordinated to the Financial Indebtedness under this Agreement.

11.16

"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 either Borrower or any other Security Party after the date of this Agreement; or

(c)

an assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

11.17

Inspection of records

11.18

Anti-Corruption

(a)

The Borrowers shall not (and Borrower A or, as the case may be following the Spin-Off Completion Date, Borrower B and the Holding Guarantor shall procure that no Security Party will) directly or indirectly use the proceeds of the Loan for any purpose which would breach or might breach applicable anti-corruption laws, including, but not limited to, the UK Bribery Act of 2010 and the United States Foreign Corrupt Practices Act of 1977, each as amended.

(b)

Each of the Borrowers shall (and shall procure that each Security Party will):

(i)

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

(ii)

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

11.19

Minimum liquidity

11.20

Creditor Parties’ consent to the Spin-Off - Release  of Borrower A

(a)

The Borrowers intend to proceed with the Spin-Off, as a result of which the directly or indirectly wholly owned Subsidiaries of Borrower A which own the dry bulk type vessels of the Fleet Vessels shall be transferred to Borrower B, which is a fully owned Subsidiary of the Holding Guarantor, which shall be listed on the NYSE.

(b)

The Creditor Parties consent to the Spin-Off and upon the completion of the Spin-Off and provision to the Facility Agent by ▇▇▇▇▇▇▇▇ B of the report filed by it with the United States Securities and Exchange Commission in the 6-K form confirming, among other things, the completion of the Spin-Off, Borrower A shall be fully released and discharged from any and all of its obligations hereunder, without the need of a deed of release of Borrower A.

11.21

Spin-Off

(a)

In the event that the Borrowers and the Holding Guarantor, in their absolute discretion, have finalised the arrangements for the Spin-Off, the Borrowers shall provide prior

(b)

If the Spin-Off does not or, will not, take place in accordance with the terms of the Press Release, the Borrowers shall promptly notify the Facility Agent.

(c)

The Borrowers shall, on the Spin-Off Completion Date, provide the Facility Agent with the organisational structure of the Holding Guarantor and with evidence and financial information (prepared on a pro-forma basis) that the financial covenants set out in paragraph (b) of Clause 15.1 (Financial Covenants) shall be complied with and deliver to the Facility Agent a duly executed original Compliance Certificate, in which it shall be also stated that the Spin Off has been completed. For the avoidance of doubt, the financial information for the testing of compliance of the financial covenants of the Holding Guarantor and its Subsidiary, Borrower B, shall be comprised of:

(i)

a written statement by the Holding Guarantor setting out:

(A)

the companies wholly owned, directly or indirectly, by the Holding Guarantor and which companies own each relevant Fleet Vessel as of the Spin-Off Completion Date;

(B)

the balances standing to the credit of the bank accounts in the name of the Holding Guarantor and Borrower B and companies under (A) above; and

(C)

the amount of the outstanding loans in which each of the Holding Guarantor and Borrower B entered or to be entered into by the Holding Guarantor and/or Borrower B, as borrower or as guarantor with respect to companies under (A) above, as of the Spin-Off Completion Date;

(ii)

charter-free valuations (as applicable) of the relevant Fleet Vessels to be included in the Spin-Off dated not more than 90 days prior to the Spin-Off Completion Date.

12.1

General

12.2	Maintenance of status

12.3	Negative undertakings

(a)

No Borrower will:

(i)

substantially change the general nature of its business from that carried on at the date of this Agreement but in relation to Borrower B as from the Spin-Off Completion Date; however, it shall in any event not be regarded as a breach of this paragraph (a) for the business of that Borrower to extend to (i) ownership of shares of companies which own ships whose function is the carriage of dry cargo, wet cargo (including LNG and LPG) but excluding passenger ferries or cruise ships or ships engaged in offshore (oil and gas) services, (ii) the ownership of shares of companies that provide operation and technical and commercial management services relating to such ships, (iii) the ownership of shares of companies that provide operation of terminals and/or cargo handling and the (iv) the ownership of shares of intermediary holding companies;

(ii)

pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of capital (each a "Distribution") if an Event of Default has occurred as a result of non-payment default or a breach the financial covenants set out in Clause 15.1 (Financial covenants) and is continuing or would result from such Distribution; or

(iii)

commence any action or procedure to effect any form of redemption, purchase or return of share capital at any time while an Event of Default has occurred and is continuing or will result from any form of redemption, purchase or return of share capital; or

(iv)

provide any form of credit or financial assistance to:

(aa)

a person who is directly or indirectly interested in that Owner’s share or loan capital; or

(bb)

any company in or with which such a person is directly or indirectly interested or connected,

(v)

open or maintain any account with any bank or financial institution except accounts with the Account Bank for the purposes of the Finance Documents; or

(vi)

issue, allot or grant any person a right to any of its shares or reduce its share capital; or

(vii)

acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks; or

(viii)

enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation, unless (i) it relates to the Spin-Off or (ii) following such action the relevant Borrower remains the surviving entity; or

(ix)

become a US Tax Obligor; or

(x)

change its Financial Year.

12.4

DAC6

(a)

In this Clause 8.6, "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 Borrowers shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

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

(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).

12.5

Control

(a)

during the period commencing on the date of this Agreement and ending on the Spin-Off Completion Date, a fully (100%) owned Subsidiary (directly or indirectly) of the Borrower A;

(b)

during the Spin-Off Period, a wholly (100%) owned Subsidiary (directly or indirectly) of the Borrower B; and

(c)

during the Spin-Off Period, the Borrower B remains, directly or indirectly, a wholly (100%) owned Subsidiary of the Holding Guarantor; and

(d)

at least 30% of the entire issued common shares/stock of the Borrower A (until the Spin-Off Completion Date) or, as the case may be, the Holding Guarantor (during the Spin-Off Period) shall be directly or indirectly held by members of the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ Family.

12.6	Transactions

13.1

General

13.2	Maintenance of obligatory insurances

(i)

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

(ii)

war risks (including, without limitation, war P&I cover and crew liability cover);

(iii)

protection and indemnity risks (including, without limitation, pollution risks) for the full tonnage of that Vessel as an entry with a protection and indemnity association being a member of the International Group of Protection and Indemnity Associations; and

(iv)

any other risks against, or additional insurance (other than loss of hire or political risks), which the Security Agent considers, having regard to industry practices and other circumstances prevailing at the relevant time, it would in the opinion of the Security Agent be reasonable for that Owner to insure or to effect and which are specified by the Security Agent by notice to that Owner.

13.3	Terms of obligatory insurances

(i)

in Dollars;

(ii)

in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of (i) the Market Value of the Vessel owned by that Owner and (ii) such sum which, when aggregated with the aggregate Market Value of all other Mortgaged Vessels), results in the aggregate insured values of all the Mortgaged Vessels at the relevant time then being at least equal to the aggregate of (aa) 120% of the amount of the Loan and (bb) the Swap Exposure (in the case of that Vessel the "Agreed Insured Value");

(iii)

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 from a member of the International Group of Protection and Indemnity Associations (currently $1,000,000,000 for any one accident or occurrence);

(iv)

in relation to protection and indemnity risks in respect of the full tonnage of the Vessel owned by it;

(v)

in relation to war risks insurance, extended to cover piracy and terrorism where excluded under the fire and usual marine risks insurance;

(vi)

on approved terms (and, for the time being (and until such time as the Facility Agent may advise otherwise), the standard insurance terms arranged by the relevant Approved Manager as at the date of this Agreement for vessels managed by it are considered approved for the purpose of this Clause 13 (Insurance)); and

(vii)

through approved brokers and with approved insurance companies and/or underwriters acceptable to the Facility Agent or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations, in each case if other than the Swedish Club,

13.4	Further protections for the Creditor Parties

(a)

subject always to paragraph (b), name that Owner as the sole named assured unless the interest of every other named assured 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 Security Agent requires, name (or be amended to name) the Security Agent as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Agent, but without the Security Agent thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(c)

unless already named as an additional assured, name the Security Agent as sole loss payee with such directions for payment as the Security Agent may specify;

(d)

provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Agent 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 Security Agent or any other Creditor Party; and

(f)

provide that the Security Agent may make proof of loss if that Owner fails to do so.

13.5	Renewal of obligatory insurances

(a)

at least 14 days before the expiry of any obligatory insurance effected by it:

(i)

notify the Security Agent of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom that Owner proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(ii)

obtain the Security Agent's approval to the matters referred to in paragraph (a);

(b)

at least 7 days before the expiry of any obligatory insurance effected by it, renew that obligatory insurance in accordance with the Security Agent's approval pursuant to paragraph (a); and

(c)

procure that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Security Agent in writing of the terms and conditions of the renewal.

13.6	Copies of policies; letters of undertaking

13.7	Copies of certificates of entry

(a)

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

(b)

a letter or letters of undertaking in the form usually issued by such protection and indemnity and/or war risks association; and

(c)

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

13.8	Deposit of original policies

13.9	Payment of premiums

13.10

Guarantees

13.11

Compliance with terms of insurances

(i)

it shall take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Security Agent has not given its prior approval;

(ii)

it shall not make any changes relating to the classification or an Approved Classification Society or manager or operator of the Vessel owned by that Owner approved by the underwriters of the obligatory insurances;

(iii)

it shall  make (and, upon the Facility Agent’s request, promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which that Vessel 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)

it shall not employ its Vessel, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.

13.12

Alteration to terms of insurances

13.13

Settlement of claims

13.14

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, which relate directly or indirectly to:

(i)

that Owner’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 Owner and any of the persons referred to in paragraphs (a) or (b) relating wholly or partly to the effecting or maintenance of the obligatory insurances.

13.15

Provision of information

(a)

obtaining or preparing (acting on the instructions of the Majority Lenders) any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or