DATED May 3 2024 STEPHANIA SHIPPING LTD and MONICA SHIPOWNERS LTD and NATIONAL BANK OF FUJAIRAH PJSC USD 45,000,000 SECURED LOAN AGREEMENT in connection with

1.

DEFINITIONS AND INTERPRETATION

1

2.

THE LOAN

17

3.

PURPOSE

17

4.

CONDITIONS OF UTILISATION

17

5.

ADVANCE

18

6.

REPAYMENT

19

7.

INTEREST

22

8.

INTEREST PERIODS

23

9.

CHANGES TO THE CALCULATION OF INTEREST

23

10.

FEES

24

11.

TAX GROSS UP AND INDEMNITIES

24

12.

INCREASED COSTS

28

13.

OTHER INDEMNITIES

29

14.

MITIGATION BY THE LENDER

31

15.

COSTS AND EXPENSES

31

16.

ACCOUNTS

32

17.

ADDITIONAL SECURITY

33

18.

REPRESENTATIONS

35

19.

INFORMATION UNDERTAKINGS

40

20.

FINANCIAL COVENANTS

43

21.

GENERAL UNDERTAKINGS

44

22.

INSURANCE UNDERTAKINGS

49

23.

VESSEL UNDERTAKINGS

53

24.

EVENTS OF DEFAULT

58

25.

CHANGES TO THE LENDER

62

26.

CHANGES TO THE OBLIGORS

64

27.

APPLICATION OF PROCEEDS

64

28.

CONDUCT OF BUSINESS BY THE LENDER

65

29.

PAYMENT MECHANICS

65

30.

SET-OFF

67

31.

NOTICES

67

32.

CALCULATIONS AND CERTIFICATES

69

33.

PARTIAL INVALIDITY

69

34.

REMEDIES AND WAIVERS

70

35.

CONFIDENTIALITY

70

36.

COUNTERPARTS

72

37.

AMENDMENTS

72

38.

JOINT AND SEVERAL LIABILITY

75

39.

GOVERNING LAW

76

40.

ENFORCEMENT

76

SCHEDULE 1 CONDITIONS PRECEDENT AND SUBSEQUENT

78

SCHEDULE 2 UTILISATION REQUEST

84

SCHEDULE 3 FORM OF COMPLIANCE CERTIFICATE

85

SCHEDULE 4 VESSELS' DETAILS

86

SCHEDULE 5 FORM OF SUSTAINABILITY PERFORMANCE CERTIFICATE

87

(1)

▇▇▇▇▇▇▇▇▇ SHIPPING LTD, a corporation incorporated under the laws of the Republic of Liberia with registration number C-123897 and registered address at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the "Borrower A");

(2)

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LTD, a corporation incorporated under the laws of the Republic of Liberia with registration number C-123895 and registered address at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Liberia (the "Borrower B" and together with Borrower A, the "Borrowers"); and

(3)

NATIONAL BANK OF FUJAIRAH PJSC, a public joint stock company incorporated under the laws of the Emirate of Fujairah, United Arab Emirates, acting through the Facility Office (the "Lender"),

(each a "Party" and together, the "Parties").

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

(a)

are members of the Lloyds Syndicate (benefiting from the Lloyds security pool);

(b)

have S&P Global Rating of AA- or higher;

(c)

have ▇▇▇▇▇'▇ rating of Aa3 or higher; or

(d)

are approved in writing by the Lender.

(a)

first priority deeds of assignment of the Insurances, Earnings, Charter Rights and Requisition Compensation of the Vessels from the Borrowers;

(b)

first priority deeds of assignment of the Insurances, Earnings, Charter Rights, and Requisition Compensation of the Vessels from the Future Charterers, including agreements whereby the Future Charterers' interests under the Charters are subordinated to the interests of the Secured Parties under the Mortgages; and

(c)

first priority assignments of the Insurances from the Managers contained in the Managers' Undertakings.

(a)

the shipbuilding contract dated 18 March 2022 on the terms and subject to the conditions of which the Builders have agreed to construct the Vessel A and deliver it to the Borrower as amended and supplemented by addendum dated 4 April 2024; and

(b)

the contract dated 18 March 2022 on the terms and subject to the conditions of which the Builders have agreed to construct the Vessel B and deliver it to the Borrower as amended and supplemented by addendum dated 4 April 2024.

(a)

on which banks are open for general business in:

(i)

Dubai, United Arab Emirates;

(ii)

Seoul, Korea;

(iii)

London, UK;

(iv)

New York, USA; and

(v)

Athens, Greece; and

(b)

(in relation to the fixing of an interest rate) which is a US Government Securities Business Day.

(a)

have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, nineteen point nine per cent (19.9%) or more of the maximum number of votes that might be cast at a general meeting of the Guarantor and/or any Borrower; or

(b)

hold beneficially nineteen point nine per cent (19.9%) of the share capital of the Guarantor and/or any Borrower.

(a)

is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 35 (Confidentiality); or

(b)

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

(d)

is a Funding Rate or a Reference Bank Quotation.

(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, any of the Parties; 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 release, emission, spill or discharge into or upon the air, sea, land or soils (including the seabed) or surface water of Environmentally Sensitive Material within or from a Vessel; or

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than a Vessel and which involves a collision between a Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Vessel is actually or potentially liable to be arrested, attached, detained or injuncted and a Vessel, any Obligor, any operator or manager of a Vessel or any combination of them 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, sea, land or soils (including the seabed) or surface water otherwise than from a Vessel and in connection with which a Vessel is actually or potentially liable to be arrested, attached, detained or injuncted and/or where any Obligor, any operator or manager of a Vessel or any combination of them 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)

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 (a); or

(c)

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

(a)

moneys borrowed and debit balances at banks or other financial institutions;

(b)

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c)

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

(d)

the amount of any liability in respect of any lease or hire purchase contract, a liability under which would, in accordance with the Accounting Principles, be treated as a balance sheet financial liability (excluding operating lease liabilities as per IFRS 19);

(e)

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

(f)

any Treasury Transaction (and, when calculating the value of that Treasury 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 Treasury Transaction, that amount) shall be taken into account);

(g)

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not an Obligor or a member of the Group which liability would fall within one of the other sections of this definition;

(h)

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the end of the Facility Period or are otherwise classified as borrowings under the Accounting Principles;

(i)

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 30 days after the date of supply;

(j)

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the Accounting Principles; and

(k)

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in (a) to (j).

(a)

the amount of the Loan outstanding;

(b)

all accrued and unpaid interest on the Loan; and

(c)

all other sums of any nature (together with all accrued and unpaid interest on any of those sums) payable to the Lender under all or any of the Finance Documents.

(a)

either:

(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

(ii)

if no such Term SOFR is available for a period which is less than the Interest Period of the Loan, SOFR for the day which is two 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.

(a)

the Market Value of a Vessel;

(b)

any cash remaining in the DSRA Account; and

(c)

the value of any additional security (such value to be (i) the face amount of the deposit (in the case of cash), (ii) conclusively determined by appropriate advisers appointed by the Lender (in the case of other charged assets other than a vessel); and

(d)

the Market Value of any additional vessels provided as security to the Lender.

(a)

entered or to be entered into on or around the Delivery Date for the Vessel A between the Borrower A and the Manager for the commercial and technical management of the Vessel A; and

(b)

the agreement dated entered or to be entered into on or around the Delivery Date for the Vessel B between the Borrower B and the Manager for the commercial and technical management of the Vessel B.

(a)

the business, operations, property, condition (financial or otherwise) or prospects of any Obligor; or

(b)

the ability of any Obligor to perform its obligations under any Finance Document to which it is a party in accordance with its terms; or

(c)

the validity or enforceability of, or the effectiveness or ranking of any Encumbrance granted or purporting 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)

seventy per cent (70%) of the aggregate Market Value of the Vessels;

(b)

seventy per cent (70%) of the aggregate Shipbuilding Cost of the Vessels; and

(c)

USD 45,000,000 (United States Dollars forty-five million).

(a)

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

of assets (other than a Vessel) in exchange for other assets comparable or superior as to type, value and quality (other than an exchange of a non-cash asset for cash);

(b)

of obsolete or redundant equipment for cash;

(c)

arising as a result of any Permitted Encumbrance;

(d)

of a Vessel in accordance with this Agreement; or

(e)

with the prior written approval of the Lender (which, in respect of a Vessel, shall not be unreasonably withheld).

(a)

any Transaction Encumbrance;

(b)

any Encumbrance which has the prior written approval of the Lender;

(c)

any Encumbrance arising by operation of law and in the ordinary course of business (including (without limitation) in connection with operation, repair and maintenance of a Vessel, for Master's or crew wages, for salvage or for Master’s disbursements) and not as a result of any default or omission by an Obligor or any other member of the Group; or

(d)

any Quasi-Security arising as a result of a disposal which is a Permitted Disposal.

(a)

arising under a Permitted Encumbrance;

(b)

arising under operating leases and, for the avoidance of doubt, any vessels chartered-in as part of the Group’s cross-chartering business;

(c)

which has the prior written approval of the Lender and provided that the LTV Coverage has not been breached.

(a)

any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Encumbrance or Quasi-Security given, or other transaction arising, under the Finance Documents;

(b)

the solvent liquidation or reorganisation of any member of the Group which is not an Obligor so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group; or

(c)

transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of any Encumbrance or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm's length terms.

(a)

two per cent (2%) of the amount prepaid if that voluntary prepayment occurs before the second (2^nd) anniversary of the date of this Agreement; and

(b)

one per cent (1%) of the amount prepaid if that voluntary prepayment occurs on or after the second anniversary of the date of this Agreement and before the fourth (4^th) anniversary of the date of this Agreement.

(a)

the applicable Term SOFR as of the Quotation Day and for a period equal in length to the Interest Period of that Tranche; or

(b)

as otherwise determined pursuant to Clause 10.1 (Unavailability of Term SOFR),

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset (other than a Vessel) subject to or intended to be subject to a Security Document to be executed 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)

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 whether or not any Obligor, any other member of the group or any Affiliate is legally bound to comply with the foregoing;

(b)

with respect to the Borrowers only, imposed by law or regulation of the United Arab Emirates whether or not the Borrowers are legally bound to comply with the foregoing; or

(c)

otherwise imposed by any law or regulation by which any Obligor, any other member of the Group or any Affiliate of any of them is bound or, as regards a regulation, compliance with which is reasonable in the ordinary course of business of any Obligor, any other member of the Group or any Affiliate of any of them.

(a)

which is controlled, directly or indirectly, by the first mentioned person;

(b)

more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned person; or

(c)

which is a Subsidiary of another Subsidiary of the first mentioned person.

(a)

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

(b)

the requisition for title or compulsory acquisition of a Vessel by any government or other competent authority (other than by way of requisition for hire); or

(c)

the capture, seizure, arrest, detention, hijacking, theft, condemnation as prize, confiscation or forfeiture of a Vessel (not falling within (b)), unless that ▇▇▇▇▇▇ is released and returned to the possession of the relevant Borrower or the Future Charterer within seventy five (75) days after the capture, seizure, arrest, detention, hijacking, theft, condemnation as prize, confiscation or forfeiture in question.

(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, arranged, agreed or compromised Total Loss of that ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇'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, the date (or the most likely date) on which it appears to the Lender (acting reasonably) that the event constituting the Total Loss occurred.

(a)

the lower of:

(i)

seventy per cent (70%) of the Market Value of the Vessel A;

(ii)

seventy per cent (70%) of the Shipbuilding Cost of the Vessel A; and

(iii)

USD 22,500,000 (United States Dollars twenty-two point five million); or

(b)

where the context permits, the aggregate principal amount so advanced and for the time being outstanding.

(a)

the lower of:

(i)

seventy per cent (70%) of the Market Value of the Vessel B;

(ii)

seventy per cent (70%) of the Shipbuilding Cost of the Vessel B; and

(iii)

USD 22,500,000 (United States Dollars twenty-two point five million); or

(b)

where the context permits, the aggregate principal amount so advanced and for the time being outstanding.

(a)

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

(b)

an Obligor 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 United Arab Emirates under Federal Law No 8/2017 (as amended from time to time);

(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 a member state of the European Union in substitution for, or levied in addition to, such tax referred to in (b), or imposed elsewhere.

1.2

Construction

1.2.1

the "Lender", any "Borrower", any "Obligor", any "Secured Party" or any "Party" shall be construed so as to include its successors in title, permitted assignees and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

1.2.2 

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

1.2.3

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

1.2.4

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

1.2.5

"guarantee" means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

1.2.6

"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;

1.2.7

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);

1.2.8

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 of any regulatory, self-regulatory or other authority or organisation;

1.2.9

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

1.2.10

a time of day (unless otherwise specified) is a reference to London time.

1.3

Rate for a period equal in length

1.4

Headings

1.5

Defined terms

1.6

Default

1.7

Reference to a page or screen

1.7.1

any replacement page of that information service which displays that rate; and

1.7.2

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

1.8

Reference to a Central Bank Rate

1.9

Currency symbols and definitions

1.10

Third party rights

1.10.1

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.

1.10.2

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.

1.10.3

Any Receiver or Delegate may, subject to this Clause 1.10 and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

1.11

Offer letter

1.12

Sanctions

1.12.1

In this Clause 1.12, "Sanctions Provisions" means the representations and warranties given in Clause 18.1.25 (Sanctions) and the undertakings given in Clause 21.27 (Sanctions).

1.12.2

The Sanctions Provisions shall only apply for the benefit of the Lender to the extent that the making, the receiving of the benefit of and/or, where applicable, the repetition of these representations and warranties, and the compliance with these undertakings do not result in a violation of or conflict with:

(a)

any provision of Council Regulation (EC) 2271/1996 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom;

(b)

if applicable, any provision of Council Regulation (EC) 2271/1996 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom (as it forms part of the domestic law of the United Kingdom by virtue of the 2018 Withdrawal Act) and any provisions of the Sanctions and Anti-Money Laundering Act 2018; and

(c)

any similar applicable anti-boycott law or regulation.

2.

THE LOAN

3.

PURPOSE

3.1

Purpose

3.1.1

towards the payment of the purchase price of the relevant Vessel under the relevant Building Contract in exchange for delivery of that Vessel; and

3.1.2

any balance following the payment under Clause 3.1.1, towards its working capital.

3.2

Monitoring

4.

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

4.2

Delivery conditions precedent

4.3

Further conditions precedent

4.3.1

no Event of Default has occurred and is continuing or would result from the advance of that Utilisation; and

4.3.2

the representations made by each Borrower under Clause 18 (Representations) are true.

4.4

Delivery conditions subsequent

4.5

No waiver

4.5.1

If the Lender agrees to allow the Borrowers to deliver a Utilisation Request or to advance a Utilisation to the Borrowers before all of the documents and evidence required by Clause 4.1 (Initial conditions precedent) and/or Clause 4.2 (Delivery conditions precedent) have been delivered to or to the order of the Lender, the Borrowers undertake to deliver all outstanding documents and evidence to or to the order of the Lender no later than thirty (30) days after the relevant Utilisation Date or such other date specified by the Lender.

4.5.2

The advance of a Utilisation under this Clause 4.5 shall not be taken as a waiver of the Lender's right to require production of all the documents and evidence required by Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Delivery conditions precedent).

4.6

Form and content

4.6.1

be in form and substance acceptable to the Lender; and

4.6.2

if required by the Lender, be certified, notarised, legalised or attested in a manner acceptable to the Lender.

4.7

Vessel specified

5.

ADVANCE

5.1

Delivery of a Utilisation Request

5.2

Purpose of a Utilisation Request

5.3

Completion of a Utilisation Request

5.3.1

it is signed by an authorised signatory of each Borrower;

5.3.2

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

5.3.3

the proposed Interest Period complies with Clause 8 (Interest Periods).

5.4

Currency and amount

5.5

Lender's compliance with a Utilisation Request

5.6

Utilisation limit

5.6.1

that Utilisation will not increase the Loan to a sum in excess of the Maximum Loan Amount;

5.6.2

that Utilisation will not cause the amount of the relevant Tranche to be exceeded;

5.6.3

that Utilisation will be applied in or towards payment of the final instalment of the purchase price of the relevant Vessel under the relevant Building Contract in exchange for delivery of that Vessel and the balance (if any) will be used as working capital, provided always that if the relevant Borrower funds the final instalment payable under the relevant Building Contract entirely by equity (the "Payment"), they can subsequently utilise the Loan to re-finance such Payment if they provide the Lender with evidence satisfactory to the Lender of such Payment being made.

5.7

Cancellation of undrawn amount

6.

REPAYMENT

6.1

Repayment of each Tranche

6.1.1

by forty (40) consecutive equal quarterly instalments of the amount of Utilisation minus the Balloon Amount, the first (1^st) instalment falling due three (3) Months from the Delivery Date of the subject Vessel to which such Tranche relates to and subsequent instalments falling due at consecutive intervals of three Months thereafter; and

6.1.2

by the relevant Balloon Amount on the Termination Date.

6.2

Reborrowing

6.3

Illegality

6.3.1

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

6.3.2

upon the Lender notifying the Borrowers, the availability of the Loan will be immediately cancelled; and

6.3.3

the Borrowers shall repay each Tranche on the last day of its current Interest Period 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

6.3.4

no Prepayment Fee shall apply.

6.4

Voluntary prepayment of a Tranche

6.4.1

they give the Lender not less than thirty (30) Business Days (or such shorter period as the Lender may agree) prior notice;

6.4.2

they pay to the Lender, in addition to the amount prepaid, the applicable Prepayment Fee (if any) together with any break costs on the date of the prepayment;

6.4.3

a Tranche may only be prepaid after the last day of the Availability Period; and

6.4.4

any prepayment under this Clause 6.4 shall be applied pro rata in prepayment of the remaining Repayment Instalments and the Balloon in respect of that Tranche .

6.5

Right of cancellation and prepayment

6.5.1

If:

(a)

any sum payable to the Lender by an Obligor is required to be increased under Clause 11.2.3 (Tax gross-up); or

(b)

the Lender claims indemnification from the Borrowers under Clause 11.3 (Tax indemnity) or Clause 12.1 (Increased costs),

6.5.2

On the last day of the Interest Period in respect of each Tranche which ends after the Borrowers have given notice under Clause 6.5.1 (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Tranche together with all interest and other amounts accrued under and in accordance with the Finance Documents and, for the avoidance of doubt, no Prepayment Fee shall apply.

6.6

Mandatory prepayment on sale or Total Loss

6.6.1

In this Agreement, "Prepayment Date" means:

(a)

in the case of the sale of a Vessel, the time at and date on which the sale is completed; and

(b)

in the case of a Total Loss of a Vessel, the earlier of (i) the date falling one hundred twenty (120) days after the Total Loss Date and (ii) the date on which the proceeds of any such Total Loss are realised.

6.6.2

If a Vessel is sold by a Borrower or becomes a Total Loss, the Borrowers shall prepay on the relevant Prepayment Date:

(a)

the whole of the Tranche in respect of that ▇▇▇▇▇▇; and

(b)

any additional amount that is required to ensure that the Borrowers remain in compliance with the LTV Coverage as calculated on the relevant Prepayment Date and excluding, for the purpose of this calculation, the Vessel sold or that has become a Total Loss.

6.6.3

For the purpose of Clause 6.6.2, the determination of the LTV Coverage will be based on:

(a)

the last valuations of the remaining Vessels obtained by the Lender pursuant to Clause 17.2 (Provision of valuations); or

(b)

if such last valuations predate the relevant Prepayment Date by more than one month, new valuations to be obtained by the Lender pursuant to Clause 17.2 (Provision of valuations) on or before the relevant Prepayment Date.

6.6.4

Any prepayment made in accordance with Clause 6.6.2(b) shall be applied in prepayment of the remaining Tranche and its respective remaining Repayment Instalments and Balloon pro rata.

6.6.5

If a Default (other than an Event of Default) is continuing on a Prepayment Date, the Borrowers shall, on that Prepayment Date, pay to the Lender any excess sale or Total Loss proceeds remaining after the applications to be effected pursuant to this Clause 6.6 have been made and the Lender shall:

(a)

retain such excess sale or Total Loss proceeds in a suspense account until the Borrowers have remedied such Default to the Lender's satisfaction, after which time the Lender shall return such excess sale or Total Loss proceeds to the Borrowers or to their order; and

(b)

if such Default becomes an Event of Default, promptly apply such excess sale or Total Loss proceeds against the remaining Tranches pro rata and their respective remaining Repayment Instalments pro rata in inverse order of maturity or in such other order of maturity at the discretion of the Lender.

6.6.6

If an Event of Default has occurred and is continuing on a Prepayment Date, the Borrowers shall, on that Prepayment Date, pay to the Lender any excess sale or Total Loss proceeds remaining after the applications to be effected pursuant to this Clause 6.6 have been made and the Lender shall apply such excess sale or Total Loss proceeds against the remaining Tranche and its remaining Repayment Instalments and Balloon pro rata.

6.7

Mandatory prepayment on change of control

6.7.1

the availability of the Loans will be immediately cancelled and shall immediately cease to be available for utilisation; and

6.7.2

each Loan, accrued interest and other amounts under the Finance Documents shall become immediately due and payable.

6.8

Restrictions

6.8.1

Any notice of prepayment or cancellation given under this Clause 6 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant prepayment or cancellation is to be made and the amount of that prepayment or cancellation.

6.8.2

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to break costs (if any) and the payment of any applicable Prepayment Fee, without premium or penalty. For the avoidance of doubt, no Prepayment Fee shall be payable in case of any mandatory prepayment on the sale or Total Loss of the Vessel or any other mandatory prepayments (even if prior to the fourth (4^th) anniversary of the relevant Utilisation Date).

6.8.3

The Borrowers shall not repay, prepay or cancel all or any part of a Tranche except at the times and in the manner expressly provided for in this Agreement.

6.8.4

No amount of the Loan cancelled under this Agreement may be subsequently reinstated.

6.8.5

The Borrowers may not reborrow any part of a Tranche which is prepaid.

7.

INTEREST

7.1

Calculation of interest

7.1.1

The rate of interest on each Tranche for any day during an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)

Margin; and

(b)

Reference Rate for that day.

7.2

Payment of interest

7.3

Default interest

7.3.1

If a Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is two per cent (2%) per annum higher than the rate which would have been payable if the overdue amount had, during the period of non- payment, constituted a Tranche in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Lender (acting reasonably). Any interest accruing under this Clause 7.3 shall be immediately payable by the relevant Borrower on demand by the Lender.

7.3.2

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

7.4

Notifications

7.4.1

The Lender shall promptly upon an Interest Payment being determinable, notify:

(a)

the Borrowers of that Interest Payment; and

(b)

the Borrowers of:

(i)

each applicable rate of interest relating to the determination of that Interest Payment; and

(ii)

to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Tranche,

7.4.2

The Lender shall promptly notify the Borrowers of the determination of a rate of interest relating to a Tranche to which Clause 9.3 (Cost of funds) applies.

7.4.3

This Clause 7.4 shall not require the Lender to make any notification to any Party on a day which is not a Business Day.

8.

INTEREST PERIODS

8.1

Length of Interest Periods

8.1.1

Subject to the remaining provisions of this Clause 8.1, each Interest Period shall have a duration of 3 (three) Months.

8.1.2

An Interest Period may have a different duration where agreed between the Lender and the Borrowers.

8.1.3

An Interest Period shall not extend beyond the Termination Date.

8.1.4

The first Interest Period in respect of a Utilisation shall start on the relevant Utilisation Date and end on the date which numerically corresponds to that Utilisation Date and each subsequent Interest Period for that Utilisation shall start on the last day of the preceding Interest Period and end on the date which numerically corresponds to that commencement date, except that, if there is no numerically corresponding date in that Month, the Interest Period shall end on the last Business Day in that Month and Clause 8.2 (Interest Periods to meet Repayment Dates).

8.2

Interest Periods to meet Repayment Dates

8.3

Non-Business Days

9.

CHANGES TO THE CALCULATION OF INTEREST

9.1

Unavailability of Term SOFR

9.1.1

If no Term SOFR is available for the Interest Period 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.

9.1.2

If Clause 9.1.1 applies but Interpolated Term SOFR is not available for the Interest Period of the Loan there shall be no Reference Rate for the Loan and Clause 9.3 (Cost of funds) shall apply to the Loan for that Interest Period.

9.2

Market disruption

9.3

Cost of funds

9.3.1

If this Clause 9.3 applies for any Interest Period, then the rate of interest on the Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

(a)

the applicable Margin; and

(b)

the rate notified to Lender as soon as practicable, and in any event by close of business on the date falling three (3) Business Days after the Quotation Day (or, if earlier, on the date falling three (3) Business Days prior to 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 the Lender's cost of funds relating to its participation in the Loan.

9.3.2

If this Clause 9.3 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 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

9.3.3

Any alternative basis agreed pursuant to Clause 9.3.2 shall, with the prior consent of the Lender and the Borrowers, be binding on all Parties.

9.3.4

If an alternative basis is not agreed pursuant to Clause 9.3.2, the rate of interest shall continue to be determined in accordance with Clause 9.3.1.

9.4

Break Costs

9.4.1

The Borrowers shall, within five (5) Business Days of written demand by the Lender, pay to the Lender any break costs attributable to all or any part of a Tranche or Unpaid Sum being paid by the Borrowers on a day prior to the last day of an Interest Period for that Tranche or Unpaid Sum.

9.4.2

The Lender shall, as soon as reasonably practicable after a demand by the Borrowers, provide a certificate confirming the amount of its break costs for any Interest Period in respect of which they become, or may become, payable.

10.

FEES

10.1

Commitment Fee

10.1.1

The Borrowers shall pay to the Lender a fee computed at the rate of zero point twenty-five (0.25%) per annum of the maximum amount of Tranche A for the period from the date of this Agreement until the Utilisation Date for the Tranche A, to be paid within 45 days of the Utilisation Date for Tranche A.

10.1.2

The Borrowers shall pay to the Lender a fee computed at the rate of zero point twenty-five (0.25%) per annum of the maximum amount of Tranche B for the period from the date of this Agreement until the Utilisation Date for the Tranche B within 45 days of the Utilisation Date for Tranche B.

10.2

Arrangement fee

10.3

Processing fees

10.4

Upfront fee

11.

TAX GROSS UP AND INDEMNITIES

11.1

Definitions

11.2

Tax gross-up

11.2.1

Each Borrower shall (and shall procure that each other Obligor will) make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

11.2.2

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.

11.2.3

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.

11.2.4

If an Obligor is required to make a Tax Deduction, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) 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.

11.2.5

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower making that Tax Deduction shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) 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.

11.3

Tax indemnity

11.3.1

Each Borrower shall (within five (5) Business Days of written demand by the Lender) pay to the Lender, if the Lender is a Protected Party, 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.

11.3.2

Clause 11.3.1 shall not apply:

(a)

with respect to any Tax assessed on the Lender:

(i)

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

(ii)

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

(b)

to the extent a loss, liability or cost:

(i)

is compensated for by an increased payment under Clause 11.2 (Tax gross-up);

(ii)

would have been compensated for by an increased payment under Clause 11.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in Clause 11.2 (Tax gross-up) applied; or

(iii)

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

11.3.3

If the Lender makes or intends to make a claim under Clause 11.3.1 as a Protected Party, the Lender shall promptly notify the Borrowers of the event which will give, or has given, rise to the claim.

11.4

Tax Credit

1.1.1

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 required; and

1.1.2

the Lender has obtained and utilised that Tax Credit,

11.5

Stamp taxes

11.6

VAT

11.6.1

To the extent applicable, all amounts expressed to be payable under a Finance Document by any Obligor 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 Obligor under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) 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 the recipient of such supply).

11.6.2

Where a Finance Document requires any Obligor to reimburse or indemnify the Lender for any cost or expense, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or expense, including such part thereof 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.

11.6.3

Any reference in this Clause 11.6 to any Obligor shall, at any time when such Obligor is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time.

11.6.4

In relation to any supply made by the Lender to any Obligor under a Finance Document, if reasonably requested by the Lender, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) promptly provide the Lender with details of that ▇▇▇▇▇▇▇'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.

11.6.5

For the avoidance of doubt, as at the date of this Agreement, no VAT is chargeable by the Lender in connection with any Repayment Instalment, any payment of interest or any Fees payable under Clause 10 (Fees).

11.7

FATCA information

11.7.1

Subject to Clause 11.7.3, each Party shall, within ten Business Days of a reasonable request by another Party:

(a)

confirm to that other Party whether it is:

(i)

a FATCA Exempt Party; or

(ii)

not a FATCA Exempt Party;

(b)

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

(c)

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 similar law, regulation, or exchange of information regime.

11.7.2

If a Party confirms to another Party pursuant to Clause 11.7.1(a)(i) 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.

11.7.3

Clause 11.7.1 shall not oblige the Lender to do anything, and Clause 11.7.1(c) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(a)

any law or regulation;

(b)

any fiduciary duty; or

(c)

any duty of confidentiality.

11.7.4

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 Clause 11.7.1(a) or 11.7.1(b) (including, for the avoidance of doubt, where ▇▇▇▇▇▇ 11.7.3 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.

11.7.5

If a Borrower is a US Tax Obligor or the Lender reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, the Lender shall, within ten Business Days of:

(a)

where a Borrower is a US Tax Obligor, the date of this Agreement; or

(b)

where a Borrower is not a US Tax Obligor, the date of a request from a Borrower,

(c)

supply to the Borrowers:

(i)

a withholding certificate on Form W-8 or Form W-9 or any other relevant form; or

(d)

any withholding statement or other document, authorisation or waiver as the Borrowers may require to certify or establish the status of the Lender under FATCA or that other law or regulation.

11.7.6

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Borrowers by the Lender pursuant to Clause 11.7.5 is or becomes materially inaccurate or incomplete, the Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrowers unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Borrowers).

11.8

FATCA Deduction

11.8.1

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.

11.8.2

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.

12.

INCREASED COSTS

12.1

Increased Costs

12.1.1

Subject to Clause 12.3 (Exceptions), the Borrowers shall, within five (5) Business Days of a written demand by the Lender, pay to the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates (to the extent applicable) as a result of:

(a)

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

(b)

compliance with any law or regulation made after the date of this Agreement; or

(c)

the implementation or application of or compliance with Basel III or any other applicable law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government or regulator with authority upon the Lender or any of the Lender's Affiliates).

12.1.2

In this Agreement:

(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)

a reduction in the rate of return from the Loan or on the Lender's overall capital;

(b)

an additional or increased cost; or

(c)

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

12.2

Increased cost claims

12.2.1

If the Lender intends to make a claim pursuant to Clause 12.1 (Increased costs) the Lender shall promptly notify the Borrowers of the event giving rise to the claim.

12.2.2

The Lender shall, as soon as practicable after a demand by the Borrowers, provide a certificate confirming the amount of its Increased Costs.

12.3

Exceptions

12.3.1

Clause 12.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a)

attributable to a Tax Deduction required by law to be made by a Borrower;

(b)

attributable to a FATCA Deduction required to be made by a Party;

(c)

compensated for by Clause 11.3 (Tax indemnity) (or would have been compensated for under Clause 11.3 but was not so compensated solely because any of the exclusions in Clause 11.3 applied);

(d)

attributable to the wilful breach by the Lender or its Affiliates of any law or regulation; or

(e)

attributable to the implementation or application of or compliance with the "International Convergence of Capital Measurement and Capital Standards, a Revised Framework" published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (but excluding any amendment arising out of Basel III) ("Basel II") or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, the Lender or any of its Affiliates).

12.3.2

In this Clause 12.3, a reference to a "Tax Deduction" has the same meaning given to the term in Clause 11.1 (Definitions).

13.

OTHER INDEMNITIES

13.1

Currency indemnity

13.1.1

If any sum due from a Borrower 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:

(a)

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

(b)

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

13.1.2

Each Borrower 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.

13.2

Other indemnities

13.2.1

The Borrowers shall, within five (5) Business Days of written demand, indemnify each Secured Party against any cost, loss or liability incurred by that Secured Party as a result of:

(a)

the occurrence of any Event of Default which is continuing;

(b)

a failure by an Obligor or a Manager to pay any amount due by it under a Finance Document to which it is a party on its due date in accordance with its terms;

(c)

funding, or making arrangements to fund, a Utilisation requested by the Borrowers in a 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); or

(d)

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

13.2.2

The Borrowers shall promptly indemnify the Lender, each Affiliate of the Lender and each officer or employee of the Lender or its Affiliate (each such person for the purposes of this Clause 13.2 an "Indemnified Person") against any cost, loss or liability 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 Encumbrance constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, a Vessel, unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person. Any Affiliate or any officer or employee of the Lender or its Affiliate may rely on this Clause 13.2 subject to Clause 1.10 (Third party rights) and the provisions of the Third Parties Act.

13.2.3

Subject to any limitations set out in Clause 13.2.2, the indemnity in that Clause shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(a)

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

(b)

in connection with any Environmental Claim.

13.2.4

The Borrowers shall promptly indemnify the Lender against any cost, loss or liability incurred by the Lender (acting reasonably) as a result of:

(a)

investigating any event which it reasonably believes is a Default; or

(b)

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

(c)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

13.2.5

The Borrowers shall promptly indemnify the Lender as holder of any of the Security Documents and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

(a)

any failure by the Borrowers to comply with their obligations under Clause 15 (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 Security Documents;

(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 Obligor or the Manager in the performance of any of the obligations expressed to be assumed by it in the Finance Documents to which it is a party; or

(f)

acting as holder of any of the Security Documents, Receiver or Delegate or otherwise relating to any of the Security Assets (otherwise, in each case, than by reason of the relevant Lender's, Receiver's or Delegate's gross negligence or wilful misconduct).

14.

MITIGATION BY THE LENDER

14.1

Mitigation

14.2

Limitation of liability

15.

COSTS AND EXPENSES

15.1

Transaction expenses

15.1.1

the negotiation, preparation, printing, execution and perfection of this Agreement and any other documents referred to in this Agreement;

15.1.2

the negotiation, preparation, printing, execution and perfection of any other Finance Documents executed after the date of this Agreement;

15.1.3

any other document which may at any time be required by the Lender to give effect to any Finance Document or which the Lender is entitled to call for or obtain under any Finance Document; and

15.1.4

any discharge, release or reassignment of any of the Security Documents.

15.2

Amendment costs

15.2.1

Subject to Clause 15.2.2, if:

(a)

an Obligor requests an amendment, waiver or consent; or

(b)

an amendment is required pursuant to Clause 29.6 (Change of currency),

15.2.2

The Borrowers shall not be liable to reimburse the Lender under Clause 15.2.2 in the event that an Obligor requests an amendment, waiver or consent and the Lender rejects it.

15.3

Enforcement and preservation costs

15.4

Other costs

16.

ACCOUNTS

16.1

Maintenance of Accounts

16.1.1

The Borrowers shall maintain the Accounts with the Account Holder for the duration of the Facility Period free of Encumbrances and rights of set off other than those created by or under the Finance Documents.

16.1.2

No Borrower shall open any bank account except for an Account.

16.2

Earnings

16.3

Transfers to the DSRA Account

16.3.1

The Borrowers shall procure that an amount equal to two (2) quarterly Repayment Instalments (excluding the Balloon Amounts) shall be deposited to the DSRA Account prior to the Delivery Date of each respective Vessel for the relevant Tranche and such amounts standing to the credit of the DSRA Account (the "Minimum Balance") are to be maintained until the Termination Date for the Loan. For the avoidance of doubt, in the event that a Tranche is repaid in full prior to the Termination Date:

(a)

the Minimum Balance shall be construed as excluding the two (2) quarterly Repayment Instalments (excluding the Balloon Amounts) for that repaid Tranche; and

(b)

the obligation to maintain an amount equal to two (2) quarterly Repayment Instalments (excluding the Balloon Amounts) for that repaid Tranche under this Clause 16.3.1 shall cease to apply.

16.3.2

If at any time the amounts standing to the credit of the DSRA Account are less than the Minimum Balance because the amounts were utilised, the Borrowers shall ensure that the Minimum Balance is built up within the following three (3) months period.

16.3.3

For the avoidance of doubt, at the Borrowers’ written request, any funds in the DSRA can be deposited in an interest earning time deposit with the Lender.

16.4

Withdrawals

(a)

Operating Expenses and Drydocking Expenses in respect of the relevant Vessel;

(b)

transfers to the DSRA Account made in accordance with Clause 16.3 (Transfers to DSRA Account);

(c)

Permitted Distributions;

16.5

Borrowers' obligations not affected

16.6

Relocation of Accounts

16.7

Access to information

16.8

Statements

17.

ADDITIONAL SECURITY

17.1

LTV Coverage

17.1.1

With respect to any Vessels that have been delivered, if at any time the aggregate amount of the Loan then outstanding in relation to such Vessels:

(a)

prior and including the fifth (5^th) anniversary of the Delivery Date of such Vessels more than eighty-three per cent (83%); or

(b)

after the fifth (5^th) anniversary of the Delivery Date of such Vessels more than eighty per cent (80%),

(i)

pay to the Lender or to its nominee a cash deposit in the amount of the shortfall to be secured in favour of the Lender as additional security for the payment of the Indebtedness; or

(ii)

give to the Lender other additional security in amount and form acceptable to the Lender for a value determined in accordance with the first part of this Clause 17.1.1; or

(iii)

prepay the Loan in the amount of the shortfall (but, for the avoidance of doubt, without any Prepayment Fee being applicable).

17.1.2

Clauses 6.2 (Reborrowing), 6.4.4 (Voluntary prepayment of a Tranche) and 6.8 (Restrictions) shall apply, mutatis mutandis, to any prepayment made under this Clause 17.1.

17.1.3

If, at any time after the Borrowers have provided additional security in accordance with the Lender's request under this Clause 17.1, the Lender shall determine when testing compliance with the LTV Coverage that all or any part of that additional security may be released without resulting in a shortfall in the LTV Coverage, then, provided that no Default has occurred and is continuing, the Lender shall release all or any part of that additional security, but this shall be without prejudice to the Lender's right to make a further request under this Clause 17.1 should the value of the remaining security subsequently merit it.

17.2

Provision of valuations

17.2.1

The Lender shall be entitled to obtain a valuation from an Approved Valuer at the cost of the Borrower in evidence of a Market Value for the purpose of testing compliance with Clause 17.1 (LTV Coverage):

(a)

once per year from the Delivery Date of a Vessel (in the case of that Vessel);

(b)

once pear year from the date a vessel (other than a Vessel) is provided as additional security (in the case of a vessel other than a Vessel); and

(c)

on or about the Delivery Date, if the last valuation obtained by the Lender before the Delivery Date pursuant to this Clause 17.2.1 predates the Delivery Date (as the case may be) by more than three (3) months.

17.2.2

Additionally, the Lender shall be entitled to obtain a valuation in evidence of a Market Value of a Vessel or any other vessel provided as additional security for the purpose of Clause 17.1 (LTV Coverage) at any time (including for the avoidance of doubt at any Prepayment Date) and each such valuation obtained shall be at the expense of the Lender except where such valuation shows that the Borrowers are not in compliance with the LTV Coverage.

17.2.3

The Lender may at any time after a Default has occurred and is continuing obtain a valuation in evidence of a Market Value.

17.2.4

All valuations referred to in this Clause 17.2, except where specified in Clause 17.2.2, and all valuations to be obtained pursuant to Clause 4 (Conditions of Utilisation) shall be procured by the Borrowers or the Lender (provided always that the valuations are from an Approved Valuer) at the cost and expense of the Borrowers and the Borrowers shall within five (5) Business Days of written demand by the Lender pay to the Lender the amount of all such costs and expenses.

17.2.5

The Borrower will ensure that all valuations referred to in this Clause 17.2, will be addressed to the Lender or alternatively it will mention the purpose of the report as "valuation provided is for financing facilities from National Bank of Fujairah PJSC".

18.

REPRESENTATIONS

18.1

Representations

18.1.1

Status

(a)

is a limited liability corporation, duly incorporated and validly existing under the law of its Original Jurisdiction; and

(b)

has the power to own its assets and carry on its business as it is being conducted.

18.1.2

Binding obligations

(a)

The obligations expressed to be assumed by each of the Obligors and the Manager in each of the Relevant Documents to which it is a party are legal, valid, binding and enforceable obligations in accordance with their terms.

(b)

Without limiting the generality of Clause 18.1.2(a), each Security Document to which an Obligor or a Manager is a party creates the security interests which that Security Document purports to create and those security interests are valid and effective.

18.1.3

Non-conflict with other obligations

(a)

any law or regulation applicable to it;

(b)

its constitutional documents; or

(c)

any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument.

18.1.4

Power and authority

(a)

Each of the Obligors and the Manager has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Relevant Documents to which it is or will be a party and the transactions contemplated by those Relevant Documents to which it is or will be a party .

(b)

No limit on the powers of any Obligor or the and the Manager will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Relevant Documents to which it is a party in accordance with their terms.

18.1.5

Validity and admissibility in evidence

(a)

to enable each of the Obligors and the Manager lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party in accordance with their terms or to enable the Lender to enforce and exercise all its rights under the Relevant Documents in accordance with their terms; and

(b)

to make the Relevant Documents to which any Obligor or the Manager is a party admissible in evidence in its Relevant Jurisdictions,

(c)

have been obtained or effected and are in full force and effect, with the exception only of the registrations referred to in Parts III and V (Utilisation conditions subsequent and Delivery conditions subsequent) of SCHEDULE 1 (Conditions Precedent and Subsequent).

18.1.6

Governing law and enforcement

(a)

The choice of governing law of any Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Obligor and the Manger.

(b)

Any judgment obtained in relation to any Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Obligor and the Manager.

18.1.7

Insolvency

18.1.8

No filing or stamp taxes

(a)

registration of the Account Security Deed at the Emirates Integrated Registries Company (UAE) and payment of associated fees; and

(b)

registration of each Mortgage at the Ships Registry where title to the relevant Vessel is registered in the ownership of the relevant Borrower and payment of associated fees,

18.1.9

Deduction of Tax

18.1.10

No default

(a)

No Event of Default and, on the date of this Agreement and each Utilisation Date, no Default has occurred and is continuing or is reasonably likely to result from the advance of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any of the Relevant Documents.

(b)

No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on any of the Obligors or to which its assets are subject which has or is reasonably likely to have a Material Adverse Effect.

18.1.11

No misleading information

(a)

any factual information disclosed to the Lender was true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given;

(b)

any financial projection or forecast provided to the Lender (if any) has been prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration;

(c)

the expressions of opinion or intention provided by or on behalf of any of the Obligors or any other member of the Group (if any) were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds;

(d)

no event or circumstance has occurred or arisen and no information has been omitted and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections being untrue or misleading in any material respect;

(e)

all material information provided to the Lender by or on behalf of any of the Obligors or any other member of the Group on or before the date of this Agreement and not superseded before that date is accurate and not misleading in any material respect and all projections provided to the Lender on or before the date of this Agreement (if any) have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied; and

(f)

all other written information provided by any of the Obligors or any other member of the Group (including its advisers) to the Lender was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any material respect.

18.1.12

Financial statements

(a)

The Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied unless expressly disclosed to the Lender in writing to the contrary.

(b)

The audited Original Financial Statements fairly present the financial condition of the Guarantor and its subsidiaries (including the Borrowers) and results of operations during the relevant financial year unless expressly disclosed to the Lender in writing to the contrary prior to the date of this Agreement.

(c)

There has been change having a Material Adverse Effect in the Borrowers' assets, business or financial condition (or 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)

The Guarantor’s most recent financial statements delivered pursuant to Clause 19.1 (Financial statements):

(i)

have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and

(ii)

fairly present its consolidated financial condition as at the end of, and its consolidated results of operations for, the period to which they relate.

(e)

Since the date of the most recent financial statements delivered pursuant to Clause 19.1 (Financial statements) there has been no event having a Material Adverse Effect in the assets, business or financial condition of any of the Obligors.

18.1.13

No proceedings

(a)

No litigation, arbitration or administrative proceedings or investigation of or before any court, arbitral body, arbitral tribunal or agency which, if adversely determined, are reasonably likely 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 any of the Obligors or the Manager.

(b)

No judgment or order of a court, arbitral body, arbitral tribunal or agency or other tribunal or any order or sanction of any governmental or other regulatory body which is reasonably likely to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against any of the Obligors or the Manager.

18.1.14

No breach of laws

18.1.15

Environmental laws

(a)

Each of the Obligors and the Manager is in compliance with Clause 21.3 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.

(b)

No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any of the Obligors or the Manager where that claim has or is reasonably likely, if determined against that Obligor or the Manager, to have a Material Adverse Effect.

18.1.16

Taxation

(a)

None of the Obligors nor the Manger is materially overdue in the filing of any Tax returns or is overdue in the payment of any amount in respect of Tax (or its equivalent in any other currency) or more.

(b)

No claims or investigations are being, or are reasonably likely to be, made or conducted against any of the Obligors or the Manager with respect to Taxes such that a liability of, or claim against, any Obligor or the Manager is reasonably likely to arise for an amount for which adequate reserves have not been provided in the Original Financial Statements and which might have a Material Adverse Effect.

(c)

Each of the Obligors and the Manager is resident for Tax purposes only in its Original Jurisdiction.

18.1.17

Anti-corruption law

18.1.18

No Encumbrance or Financial Indebtedness

(a)

No Encumbrance or Quasi-Security exists over all or any of the present or future assets of any of the Borrowers other than as incurred under or permitted by the Finance Documents.

(b)

None of the Borrowers' has any Financial Indebtedness outstanding other than as incurred under or permitted by this Agreement.

18.1.19

Pari passu ranking

18.1.20

No adverse consequences

(a)

It is not necessary under the laws of the Relevant Jurisdictions of any of the Obligors or the Manager:

(i)

in order to enable the Lender to enforce its rights under any Finance Document; or

(ii)

by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

(b)

The Lender is not and will not be deemed to be resident, domiciled or carrying on business in any of the Relevant Jurisdictions of any of the Obligors or the Manager by reason only of the execution, performance and/or enforcement of any Finance Document.

18.1.21

Disclosure of material facts

18.1.22

Completeness of Relevant Documents

(a)

The copies of any Relevant Documents provided or to be provided by the Borrowers to the Lender in accordance with Clause 4 (Conditions of Utilisation) are, or will be, true and accurate copies of the originals and represent, or will represent, the full agreement between the parties to those Relevant Documents in relation to the subject matter of those Relevant Documents.

(b)

There are no commissions, rebates, premiums or other payments due or to become due in connection with the subject matter of the Relevant Documents other than in the ordinary course of business or as disclosed to, the Lender.

(c)

There is no dispute under any of the Relevant Documents as between the parties to any such document.

18.1.23

No immunity

18.1.24

Money laundering

18.1.25

Sanctions

(a)

None of the Obligors, the Manger, any other member of the Group or any Affiliate of any of them is a Prohibited Person or is owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person and none of such persons owns or controls a Prohibited Person.

(b)

No proceeds of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person or otherwise shall be, directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

(c)

Each of the Obligors, the Manger, each other member of the Group and each Affiliate of any of them is in compliance with all Sanctions.

18.1.26

Valuations

(a)

All information supplied by an Obligor or (with an Obligor’s knowledge) on its behalf to an Approved Valuer for the purposes of a valuation in evidence of a Market Value in accordance with this Agreement was true and accurate in all material respects 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)

No Obligor has omitted to supply any information to an Approved Valuer in its possession or knowledge which, if disclosed, would materially and adversely affect any such valuation.

(c)

To the best of each Obligor’s knowledge and belief, there has been no change to the factual information supplied in relation to any such valuation between the date such information was supplied and the date of that valuation which renders that information untrue or misleading in any material respect.

18.1.27

Centre of main interest and establishment

18.2

Repetition

18.3

Guarantor

19.

INFORMATION UNDERTAKINGS

19.1

Financial statements

19.1.1

as soon as the same become available, but in any event within 160 days after the end of each of its financial years:

(a)

the consolidated audited statements of the Guarantor and its subsidiaries (including the Borrowers) for that financial year; and

(b)

the unaudited financial accounts of each Borrower for that financial year; and

19.1.2

as soon as the same become available, but in any event within 60 days after the end of each half year period during each of their financial years, the management accounts for the Guarantor and its subsidiaries (including the Borrowers).

19.2

Compliance Certificate

19.2.1

Each Borrower shall supply to the Lender, with each set of annual financial statements delivered pursuant to Clause 19.1.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up.

19.2.2

Each Compliance Certificate shall be signed by a director of the relevant Borrowers and the Guarantor and shall enclose:

(a)

in relation to each Vessel only, the latest valuation obtained in pursuant to Clause 17.2 (Provision of valuations); and

(b)

in relation to each Fleet Vessel (other than a Vessel), the calculation of the market value of that Fleet Vessel (which for the avoidance of doubt can be a desktop valuation).

19.3

Requirements as to financial statements

19.3.1

Each set of financial statements delivered under Clause 19.1 (Financial statements):

(a)

shall be certified by a director of the relevant company as fairly presenting its financial condition as at the date as at which those financial statements were drawn up;

(b)

shall be prepared using the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in the Accounting Principles, the accounting practices or reference periods and its auditors deliver to the Lender:

(i)

a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices and reference periods upon which the 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 determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

19.3.2

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.

19.4

Information: miscellaneous

19.4.1

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

19.4.2

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending:

(a)

against any Borrower or the Guarantor and which, if adversely determined, are reasonably likely to have a Material Adverse Effect or which would involve a liability, or a potential or alleged liability, exceeding the Threshold Amount; or

(b)

involving a Vessel where the amount claimed by any party (ignoring any counterclaim or defence of set-off) exceeds or may reasonably be expected to exceed the Threshold Amount;

19.4.3

promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body, arbitral tribunal or agency or other tribunal or any order or sanction of any governmental or other regulatory body which is made against any Borrower or the Guarantor and which is reasonably likely to have a Material Adverse Effect or which would involve a liability, or a potential or alleged liability, exceeding the Threshold Amount;

19.4.4

promptly, such information and documents as the Lender may reasonably require about the Security Assets and compliance of the Borrower or the Guarantor with the terms of any Security Documents (including without limitation cash flow analyses and details of the operating costs of any Vessel); and

19.4.5

promptly on request, such further information regarding the financial condition, assets and operations of any Borrower or the Guarantor (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by any Obligor under this Agreement, any changes to management of the Group) as the Lender may reasonably request.

19.5

Notification of default

19.5.1

Each Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

19.5.2

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

19.6

"Know your customer" checks

19.6.1

If:

(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 an Obligor (or of a Holding Company of an Obligor) or the composition of the shareholders of an Obligor (resulting in a shareholder owning 10% or more of the share capital of such Obligor) after the date of this Agreement; or

(c)

a proposed assignment or transfer by the Lender of any of its rights and obligations under this Agreement,

20.

FINANCIAL COVENANTS

20.1

Financial Definitions

(a)

in relation to each Fleet Vessel (other than a Vessel), the market value (which can for the avoidance of doubt be a desktop valuation) on the basis of a charter-free sale for prompt delivery for cash at arm's length on normal commercial terms as between a willing seller and a willing buyer; and

(b)

in relation to a Vessel, its most recent Market Value.

20.2

Financial conditions

20.2.1

During the Facility Period (as tested in accordance with Clause 20.3.1) the Borrower shall ensure that the Guarantor maintains:

(a)

its Total Liabilities below seventy-five per cent (75%) of its Market Value Adjusted Total Assets; and

(b)

a Net Worth of at least USD 15,000,000 (United States Dollars fifteen million).

20.3

Financial Testing

20.3.1

The financial covenants set out in Clause 20.2 (Financial Covenants) shall be tested semi- annually by reference to each set of annual financial statements to be provided under Clause 19.1.1(a) (Financial Statements) and the Compliance Certificate.

20.3.2

Each Borrower shall provide the Lender with all such information as the Lender may reasonably require for testing of the financial covenants set out in Clause 20.2 (Financial Covenants).

21.

GENERAL UNDERTAKINGS

21.1

Authorisations

21.1.1

Each Borrower shall promptly:

(a)

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

(b)

upon the Lender's written request, supply certified copies to the Lender of,

(i)

enable any Obligor to perform its obligations under the Finance Documents to which it is a party;

(ii)

ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

(iii)

enable any Obligor to carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

21.2

Compliance with laws

21.2.1

Each Borrower shall comply (and shall procure that each other Obligor, each other member of the Group and each Affiliate of any of them will comply), in all respects with all applicable laws to which it may be subject, if (except as regards Sanctions, to which Clause 21.2.2 applies, and anti-corruption laws, to which Clause 21.5 (Anti-corruption law) applies) failure so to comply has or is reasonably likely to have a Material Adverse Effect.

21.2.2

Each Borrower shall comply (and shall procure that each other Obligor, each other member of the Group and each Affiliate of any of them will comply) in all respects with all applicable Sanctions.

21.3

Environmental compliance

21.3.1

comply with all applicable Environmental Laws;

21.3.2

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

21.3.3

implement procedures to monitor compliance with and to prevent liability under any applicable Environmental Law,

21.4

Environmental Claims

21.4.1

any Environmental Claim against any of the Obligors or any Vessel which is current, pending or threatened; and

21.4.2

any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any of the Obligors, or any Vessel,

21.5

Anti-corruption law

21.5.1

Each Borrower shall not (and shall procure that no other Obligor or other member of the Group will) directly or indirectly use the proceeds of the Loan for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

21.5.2

Each Borrower shall (and shall procure that each other Obligor and each other member of the Group will):

(a)

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

(b)

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

21.6

Taxation

21.6.1

Each Borrower shall (and shall procure that each other 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:

(a)

such payment is being contested in good faith;

(b)

adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Lender under Clause 19.1 (Financial statements); and

(c)

such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

21.6.2

Each Borrower shall not change its residence for Tax purposes without the prior written consent of the Lender (not to be unreasonably withheld).

21.7

Evidence of good standing

21.8

Pari passu ranking

21.9

Negative pledge

21.9.1

In this Clause 21.9, "Quasi-Security" means an arrangement or transaction described in Clause 21.9.2(b).

21.9.2

Except as permitted under Clause 21.9.3:

(a)

no Borrower shall create or permit to subsist any Encumbrance over any of its assets.

(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 an Obligor;

(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,

21.9.3

Clauses 21.9.2(a) and 21.9.2(b) do not apply to any Encumbrance or (as the case may be) Quasi- Security, which is a Permitted Encumbrance.

21.10

Disposals

21.10.1

Except as expressly permitted under this Agreement, 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.

21.10.2

Clause 21.10.1 does not apply to any sale, lease, transfer or other disposal which is a Permitted Disposal.

21.11

Arm's length basis

21.11.1

Except as permitted under Clause 21.11.2, no Borrower shall enter into any commercial transaction with any third party except on arm's length terms and for full market value.

21.11.2

Any fees, costs and expenses payable under the Relevant Documents (including under the Management Agreements) in the amounts set out in the Relevant Documents delivered to the Lender under Clause 4.1 (Initial conditions precedent) or agreed by the Lender shall not be a breach of this Clause 21.11.

21.12

Merger

21.13

Change of type of business

21.14

No other type of business

21.15

No acquisitions

21.16

No Joint Ventures

21.16.1

enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or

21.16.2

lend to or guarantee or give an indemnity for or give security for the obligations of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing).

21.17

No borrowings

21.18

No substantial liabilities

21.19

No loans or credit

21.20

No guarantees or indemnities

21.21

No dividends

21.21.1

No Borrower shall, except as permitted under Clause 21.21.2:

(a)

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

(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 the shareholders of the Guarantor (but only if these are effectively dividends or distributions and not expenses properly incurred in the ordinary course of business);

(d)

redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so; or

(e)

issue any new shares in its share capital or resolve to do so.

21.21.2

Clause 21.21.1 does not apply to a Permitted Distribution.

21.22

Inspection of records

21.23

Vessel Survey and Class Report

21.23.1

Each Borrower shall upon the Lender's written request provide the Lender with a Class Status report of the respective Vessel showing the condition of the Vessel at that time.

21.23.2

On the fifth (5^th) anniversary of the Delivery Date of a Vessel and thereafter annually Borrower shall permit the Lender and all persons appointed by the Lender to board its Vessel (upon reasonable notice being served by the Lender and provided that such inspection shall not interfere with the operation of that Vessel) to inspect that Vessel's state and condition and, if that Vessel shall not be in a state and condition which complies with the requirements of this Agreement, to effect such repairs as shall in the reasonable opinion of the Lender be desirable to ensure such compliance, without prejudice to the Lender's other rights under or pursuant to the relevant Mortgage.

21.23.3

The Lender may at any time after a Default has occurred and is continuing obtain a report by a surveyor (and any third parties) selected by the Lender to inspect the Vessel confirming that the condition of the Vessel is in all respects acceptable to the Lender.

21.23.4

All surveys referred to in this Clause 21.26, shall be procured by the Borrowers or the Lender (provided always that the surveyor is approved by the Lender) at the cost and expense of the Borrowers and the Borrowers shall within three (3) Business Days of demand by the Lender pay to the Lender the amount of all such costs and expenses.

21.24

Hedging

21.24.1

The Borrowers may and confirm they remain open to hedge their interest rate exposure under this Agreement by carrying out an interest rate swap with the Lender.

21.24.2

The Lender shall have first and last right of refusal in relation to any hedging products entered into with connection to this Agreement and the Loan.

21.25

No change in Relevant Documents

21.26

Further assurance

21.26.1

Each Borrower shall (and shall procure that each other Obligor promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Lender may reasonably specify (and in such form as the Lender may reasonably require in favour of the Lender or its nominee(s)):

(a)

to perfect any Encumbrance 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 Encumbrance over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Lender or the Secured Parties provided by or pursuant to the Finance Documents or by law;

(b)

confer on the Lender or confer on the Secured Parties an Encumbrance over any property and assets of that Borrower located in any jurisdiction equivalent or similar to the Encumbrance intended to be conferred by or pursuant to the Security Documents; and/or

(c)

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents.

21.26.2

Each Borrower shall (and shall procure that each other Obligor 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 Encumbrance conferred or intended to be conferred on the Lender or the Secured Parties by or pursuant to the Finance Documents in accordance with their terms.

21.27

Sanctions

21.27.1

No Borrower shall (and the Borrowers shall procure that no other Obligor or other member of the Group and no Affiliate of any of them will) (i) become a Prohibited Person, or (ii) be owned or controlled by a Prohibited Person, or (iii) act directly or indirectly on behalf of or for the benefit of a Prohibited Person, or (iv) own or control a Prohibited Person.

21.27.2

The Borrowers shall procure that no proceeds of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person or otherwise shall be, directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

21.27.3

Each Borrower shall (and shall procure that each other Obligor and each other member of the Group and each Affiliate of any of them will) comply with all Sanctions.

21.27.4

Each Borrower undertakes that following a notification by the Lender that an Event of Default has occurred and is continuing, such Borrower shall act strictly in accordance with the instructions of the Lender and take such actions to preserve and protect the best interests of the Lender.

21.28

Most Favoured Nation Clause

21.28.1

The financial covenants set out in Clause 20.2 (Financial Covenants) are no less favourable to the financial covenants granted by the Guarantor or any member of the Group under existing lending facilities extended by banks, financiers or other financial institutions to the Guarantor and its subsidiaries (provided that, for the avoidance of doubt, for the purpose of this clause any covenant regarding the provision of cash collateral or restricted cash of any sort granted to other creditors, banks, financiers or other financial institutions shall not constitute a financial covenant for the purposes of this Clause).

21.28.2

Accordingly, should the Guarantor or any member of the Group provide to any creditor, bank, financier and/or other financial institutions any or more favourable financial covenants than those set out in Clause 20.2 (Financial Covenants) , the Guarantor or, as the case may be any member of the Group, shall promptly notify the Lender in writing and give to the Lender a reasonably detailed description of those financial covenants and shall, within fifteen (15) Banking Days from notifying the Lender, enter into such documentation supplemental to the Finance Documents as the Lender may require in order to achieve parity with such creditor, bank, financier and/or other financial institution.

22.

INSURANCE UNDERTAKINGS

22.1

Maintenance and amounts of Obligatory Insurances

22.1.1

Each Borrower covenants to ensure that from the Delivery Date of its Vessel and throughout the remainder of the Facility Period its Vessel shall be and shall remain insured at its expense against:

(a)

fire and all usual marine risks (including hull and machinery and excess risks) and war risks on an agreed value basis for an amount which is the greater from time to time of:

(i)

her Market Value; and

(ii)

an amount which (when aggregated with the amounts for which the other Vessels and any other vessels which are the subject of Transaction Encumbrances for the Loan are insured for such risks) equals one hundred twenty per cent (120%) of the aggregate of the amount of the Loan then outstanding; and

(b)

protection and indemnity risks and liabilities (including, without limitation, protection and indemnity war risks) with limits always up to the standard cover of P&I Club which is member of the International Group of P&I Clubs from time to time available in the international marine insurance market for vessels of a similar age, size and type to that Vessel; and

(c)

oil pollution caused by that Vessel for such amounts as the Lender may from time to time approve unless that risk is covered to the satisfaction of the Lender by the Vessel's protection and indemnity entry or insurance; and

(d)

any other risks against which the Lender reasonably considers, having regard to normal market practices and other circumstances prevailing at the relevant time, it would be reasonable for that Borrower to insure taking into account the trading pattern of the Vessel and which are notified to that Borrower by the Lender in writing.

22.1.2

The Lender agrees that, if and for so long as a Vessel may be laid up with the approval of the Lender, the relevant Borrower may at its own expense take out port risk insurance on such Vessel in place of hull and machinery insurance.

22.2

Further terms

22.2.1

Each Borrower undertakes, in respect of its Vessel, to place the Obligatory Insurances with Approved Insurance Brokers and Approved Insurers and in such markets, in such currency and on such terms and conditions as the Lender shall have previously approved in writing.

22.2.2

No Borrower shall alter the terms of any of the Obligatory Insurances or waive any right relating to any of the Obligatory Insurances without the prior written consent of the Lender (not to be unreasonably withheld).

22.2.3

No Borrower shall allow any person to be co-assured under any of the Obligatory Insurances without the prior written consent of the Lender, except for the Guarantor, any pool manager, the Manager and any crewing agents (each a "Permitted Co-Assured"). The Borrowers shall procure that any Permitted Co-Assured shall, if so required by the Lender:

(a)

assign its rights under the Insurances in favour of the Lender; or

(b)

sign a letter of subordination in favour of the Lender in a form acceptable to the Lender and in case of any pool manager or crewing agents only agree to a policy endorsement stating that it shall have no claim in respect of the loss or damage of the relevant Vessel.

22.2.4

Each Borrower will supply the Lender from time to time on request with such information as the Lender may in its discretion require with regard to the Obligatory Insurances, the Approved Insurance Brokers and the Approved Insurers through or with which the Obligatory Insurances are placed.

22.2.5

Each Borrower shall reimburse the Lender within five (5) Business Days of demand for all reasonable costs and expenses incurred by the Lender in obtaining a report on the adequacy of the Obligatory Insurances from an insurance adviser instructed by the Lender provided that such reports shall only be requested by the Lender:

(a)

once per annum; or

(b)

following any amendment or change has been made to the Obligatory Insurances (save for any amendment or change to the insurance values only which does not result in an Event of Default).

22.3

Payment of premiums; Protection and indemnity guarantees

22.3.1

Each Borrower undertakes, in respect of its Vessel:

(a)

duly and punctually to pay all premiums, calls and contributions, and all other sums at any time payable in connection with the Obligatory Insurances; and

(b)

at its own expense, to arrange and provide any guarantees from time to time required by any protection and indemnity or war risks association.

22.3.2

From time to time at the Lender's request, each Borrower will, in respect of its Vessel, provide the Lender with evidence satisfactory to the Lender that:

(a)

such premiums, calls, contributions and other sums have been duly and punctually paid;

(b)

any such guarantees have been duly given; and

(c)

all declarations and notices required by the terms of any of the Obligatory Insurances to be made or given by or on behalf of that Borrower to brokers, underwriters or associations have been duly and punctually made or given.

22.4

Compliance with terms of Obligatory Insurances

22.4.1

Each Borrower will comply in all respects with all terms and conditions of the Obligatory Insurances relating to its Vessel and will make all such declarations to brokers, underwriters and associations as may be required to enable its Vessel to operate in accordance with the terms and conditions of the Obligatory Insurances.

22.4.2

No Borrower will do, nor permit to be done, any act, nor make, nor permit to be made, any omission, as a result of which any of the Obligatory Insurances relating to its Vessel may become liable to be suspended, cancelled or avoided, or may become unenforceable, or as a result of which any sums payable under or in connection with any of the Obligatory Insurances relating to its Vessel may be reduced or become liable to be repaid in whole or in part or may cease to be payable in whole or in part.

22.4.3

No Borrower will permit its Vessel to be employed other than in conformity with the Obligatory Insurances relating to its Vessel without first taking out additional insurance cover in respect of that employment in all respects to the satisfaction of the Lender.

22.5

Renewal of Obligatory Insurances

22.6

Each Borrower will, in respect of its Vessel and no later than 14 days (or, in the case of war risks, no later than seven days) before the expiry of any of the Obligatory Insurances relating to its Vessel, renew them and shall immediately give the Lender such details of those renewals as the Lender may require.

22.7

Mortgagees' Insurances

22.7.1

The Lender shall be at liberty to take out Mortgagees' Insurances in relation to a Vessel for one hundred and twenty per cent (120%) of the aggregate of the amount of the Loan then outstanding, on standard market terms and conditions, through such insurers and generally in such manner as the Lender may from time to time decide.

22.7.2

The Borrowers shall within five (5) Business Days of reimburse the Lender for all documented costs, premiums and expenses paid or incurred by the Lender in connection with any Mortgagees' Insurances (provided that the Lender shall provide to the Borrowers copies of the invoices or other documented evidence in respect of any such costs, premiums and expenses).

22.8

Copies of policies, certificates of entry and letters of undertaking

22.8.1

Each Borrower shall deliver to the Lender copies of all policies, certificates of entry and other documents relating to the Insurances relating to its Vessel (including, without limitation, receipts for premiums, calls or contributions).

22.8.2

Each Borrower shall ensure that all policies relating to the Insurances effected by it are deposited with the Approved Insurance Brokers through which the Insurances are effected or renewed.

22.8.3

Each Borrower shall procure that letters of undertaking in such forms as the Lender may approve (having regard to general insurance market practice and law at the time of issue of such letters of undertaking) shall be issued to the Lender by the Approved Insurance Brokers through which

22.8.4

If a Vessel is at any time during the Facility Period insured under any form of fleet cover, the relevant Borrower shall procure that the relevant letters of undertaking contain confirmations that:

(a)

the brokers, underwriters or association (as the case may be) will not set off claims relating to that Vessel against premiums, calls or contributions in respect of any other vessel or other insurance; and

(b)

the insurance cover of that Vessel will not be cancelled by reason of non-payment of premiums, calls or contributions relating to any other vessel or other insurance.

22.9

Notification of certain insurance-related events

22.9.1

any new requirement imposed by any broker, underwriter or association in relation to any of the Obligatory Insurances relating to its Vessel;

22.9.2

any casualty or other accident or damage to its Vessel the cost of which to repair may exceed the Threshold Amount (and shall promptly provide the Lender with full information regarding such casualty or other accident or damage); and

22.9.3

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

22.10

▇▇▇▇▇▇'s powers

22.10.1

Each Borrower agrees that, on and at any time after the occurrence of an Event of Default which is continuing, the Lender shall be entitled to:

(a)

collect, sue for, recover and give a good discharge for all claims in respect of any of the Insurances;

(b)

pay collecting brokers the customary commission on all sums collected in respect of those claims;

(c)

compromise all such claims or refer them to arbitration or any other form of judicial or non-judicial determination; and

(d)

otherwise deal with such claims in such manner as the Lender shall in its discretion think fit.

22.10.2

In the event of any claim in respect of any of the Insurances (other than in respect of a Total Loss), for an insured event below the Threshold Amount, the Borrower shall be free to make any arrangements as it deems fit to restore the Vessel.

22.10.3

If a Borrower fails to effect or keep in force the Obligatory Insurances in respect of its Vessel, the Lender may (but shall not be obliged to) effect and/or keep in force such insurances on that Vessel and such entries in protection and indemnity or war risks associations as the Lender in its discretion considers desirable, and the Lender may (but shall not be obliged to) pay any unpaid premiums, calls or contributions. The Borrowers will reimburse the Lender from time to time on demand for all such premiums, calls or contributions paid by the Lender, together with interest at the rate calculated in accordance with Clause 7.3 (Default interest) from the date of payment by the Lender until the date of reimbursement.