Dated 3 October 2018 US$38,500,000 TERM LOAN FACILITY PHILIPPOS MARINE LLC ARISTOTELES MARINE LLC MENELAOS MARINE LLC as joint and several Borrowers and TRITON CONTAINERS HOLDINGS LLC POSEIDON CONTAINERS HOLDINGS LLC as Guarantors and WILMINGTON...

Section 1 Interpretation

1

Definitions and Interpretation

Section 2 The Facility

2

The Facility

3

Purpose

4

Conditions of Utilisation

Section 3 Utilisation

5

Utilisation

Section 4 Repayment, Prepayment and Cancellation

6

Repayment

7

Prepayment and Cancellation

Section 5 Costs of Utilisation

8

Interest

9

Interest Periods

10

Fees

Section 6 Additional Payment Obligations

11

Tax Gross Up and Indemnities

12

Increased Costs

13

Other Indemnities

14

Mitigation by the Finance Parties

15

Costs and Expenses

Section 7 Guarantee

16

Guarantee and Indemnity

17

Joint and Several Liability of the Borrowers

Section 8 Representations, Undertakings and Events of Default

18

Representations

19

Information Undertakings

20

Financial Covenants

21

General Undertakings

22

Insurance Undertakings

23

Ship Undertakings

24

Security Cover

25

Accounts and Application of Earnings

26

Events of Default

Section 9 Changes to Parties

27

Changes to the Lenders

28

Changes to the Transaction Obligors

Section 10 The Finance Parties

29

The Facility Agent

30

The Security Agent

31

Conduct of Business by the Finance Parties

32

Sharing among the Finance Parties

Section 11 Administration

33

Payment Mechanics

34

Set-Off

35

Bail-In

36

Notices

37

Calculations and Certificates

38

Partial Invalidity

39

Remedies and Waivers

40

Settlement or Discharge Conditional

41

Irrevocable Payment

42

Amendments and Waivers

43

Confidential Information

44

Counterparts

Section 12 Governing Law and Enforcement

45

Governing Law

46

Enforcement

47

Patriot Act Notice

Schedule 1 The Parties

Part A The Obligors

Part B The Original Lenders

Part C The Servicing Parties

Schedule 2 Conditions Precedent

Part A Conditions precedent to Utilisation Request

Part B Conditions precedent to Utilisation

Schedule 3 Requests

Part A Utilisation Request

Schedule 4 Form of Transfer Certificate

Schedule 5 Form of Assignment Agreement

Schedule 6 Form of Compliance Certificate

Schedule 7 Timetables

Schedule 8 Final Repayment Fee Schedule

Execution

Execution Pages

PHILIPPOS MARINE LLC, a limited liability company formed in the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, ▇▇▇▇▇▇▇▇ Islands as a borrower (“Borrower A”)

ARISTOTELES MARINE LLC, a limited liability company formed in the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, ▇▇▇▇▇▇▇▇ Islands as a borrower (“Borrower B”)

MENELAOS MARINE LLC, a limited liability company formed in the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, ▇▇▇▇▇▇▇▇ Islands as a borrower (“Borrower C”)

TRITON CONTAINERS HOLDINGS LLC, a limited liability company formed in the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, ▇▇▇▇▇▇▇▇ Islands as guarantor (the “Guarantor A”)

POSEIDON CONTAINERS HOLDINGS LLC, a limited liability company formed in the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, ▇▇▇▇▇▇▇▇ Islands as guarantor (the “Guarantor B”)

THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders (the “Original Lenders”)

WILMINGTON TRUST, NATIONAL ASSOCIATION as agent of the other Finance Parties (the “Facility Agent”)

WILMINGTON TRUST, NATIONAL ASSOCIATION as security agent for the Secured Parties (the “Security Agent”)

DEFINITIONS AND INTERPRETATION

Definitions

in relation to Ship A, C X container ship; unrestricted navigation with the Approved Classification Society of Ship A;

in relation to ▇▇▇▇ ▇, ▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (▇▇) ▇▇ ▇▇ RSD(F25) X MC AUT CM-PS EP-D with the Approved Classification Society of Ship B; and

in relation to ▇▇▇▇ ▇, ▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (▇▇) ▇▇ ▇▇ LC RSCS(F25) X MC AUT CM-PS EP-D with the Approved Classification Society of Ship C,

in relation to Ship A, RINA SERVICES S.p.A; and

in relation to Ship B and Ship C, DNV GL,

the amount of its participation in the outstanding Loan; and

in relation to any proposed Utilisation, the amount of its participation in the Loan that is due to be made on or before the proposed Utilisation Date.

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

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

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

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

in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Part B of Schedule 1 (The Parties) and the amount of any other Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

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

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

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

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

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

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

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

from performing its payment obligations under the Finance Documents; or

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

the following, save to the extent that any of them is, with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders), (such consent not to be unreasonably withheld by the Majority Lenders) pooled or shared with any other person:

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

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

compensation payable to the Borrower owning that Ship or the Security Agent in the event of requisition of that Ship for hire or use;

remuneration for salvage and towage services;

demurrage and detention moneys;

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

all monies which are at any time payable to the Borrower owning that Ship in relation to general average contribution; and

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

an account in the name of that Borrower with the Account Bank designated “[Name of Borrower] - Earnings Account”; or

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

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

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

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 any Ship and which involves a collision between any Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or a Ship and/or any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

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 Ship and in connection with which a Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

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

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

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

in relation to a “withholdable payment” described in section 1473(l)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

in relation to a “withholdable payment” described in section 1473(l)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

the Termination Date;

the date on which the Loan is prepaid or repaid in full or in part (including but not limited to any mandatory prepayments made pursuant to Clauses 7.2 (Change of control), 7.3 (Voluntary prepayment of the Loan) and 7.4 (Mandatory prepayment on sale or Total Loss)); and

the date on which the Facility Agent (acting on the instructions of the Majority Lenders) takes any action as a result of the occurrence of an Event of Default which is continuing and a notice is served under Clause 26.18 (Acceleration).

this Agreement;

any Fee Letter;

the Side Letter;

the Utilisation Request;

any Security Document;

the Intercreditor Agreement;

any Subordination Agreement;

the Additional Guarantee;

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

any other document designated as such by the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrower.

moneys borrowed;

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

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

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

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

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

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

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

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

for the purposes of Clause 13.2 (Other indemnities), each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate;

for the purposes of Clause 13.4 (Indemnity to the Facility Agent), the Facility Agent, each Affiliate of the Facility Agent and each director, officer and employee; and

for the purposes of Clause 13.5 (Indemnity to the Security Agent), the Security Agent and every Receiver and Delegate, each Affiliate of the Security Agent, Receiver and Delegate and each director, officer and employee.

in relation to Ship A, the time charter dated 12 March 2018 and made between Borrower A and OCEAN NETWORK EXPRESS PTE. LTD, of Singapore in relation to the employment of Ship A for a charter rate of $20,750 p/d until latest 7 June 2019 (with earliest redelivery on 7 March 2019);

in relation to Ship B, the time charter dated 15 December 2014 and made between Borrower B and originally United Arab Shipping Co (SAG) as subsequently novated on 28 August 2017 with Hapag ▇▇▇▇▇ Aktiengesellschaft, Hamburg and as amended by Addendum no.l date 12 January 2018 in relation to the employment of Ship B for a charter rate of $20,000 p/d until latest 5 May 2019 (with earliest redelivery on 5 February 2019); and

in relation to Ship C, the time charter dated 15 December 2014 and made between Borrower C and originally United Arab Shipping Co (SAG) as subsequently novated on 28 August 2017 with Hapag ▇▇▇▇▇ Aktiengesellschaft, Hamburg and as amended by Addendum no.l dated 12 January 2018 in relation to the employment of Ship C for a charter rate of $20,000 p/d until latest 5 May 2019 (with earliest redelivery on 7 March 2019 and including a 1 year option at a charter rate of $30,000 p/d).

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

all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

any other matters which are set out as qualifications or reservations as to matters of law of general application in the legal opinions delivered as conditions precedent to the funding of the Loan.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 27 (Changes to the Lenders),

if the Loan has not yet been advanced, a Lender or Lenders whose Commitments aggregate more than 66²⁄₃ per cent. of the Total Commitments; or

at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66²⁄₃ per cent. of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66²⁄₃ per cent. of the Loan immediately before such repayment or prepayment.

as at a date not more than 30 days previously;

by two Approved Valuers (one of which is appointed by the Facility Agent (acting on the instructions of the Majority Lenders) and the other which is appointed by the Borrowers and if the Borrowers fail to appoint one, both of which are appointed by the Facility Agent acting on the instructions of the Majority Lenders);

with or without physical inspection of that Ship or vessel (as the Facility Agent may require, acting on the instructions of the Majority Lenders); and

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

If one such valuation in respect of a Ship obtained pursuant to sub- paragraph (ii) above differs by at least 10 per cent. from the lower valuation, then a third valuation for that Ship shall be obtained from an Approved Valuer, selected by the Borrowers and appointed by the Facility Agent (acting on the instructions of the Majority Lenders) and such valuation shall be addressed to the Facility Agent and the Market Value of that Ship shall be the arithmetic average of all three such valuations; and

for the purpose of determining the compliance with the financial covenants set out in Clause 20 (Financial Covenants) the market value of a vessel owned by a member of the Group (other than the Borrowers) shall be determined in accordance with the relevant provisions of the credit facility agreement financing such vessel,

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

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

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

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

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

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.

in relation to a Guarantor, the audited consolidated financial statements of the Group for its financial year ended 31 December 2017; and

in relation to a Borrower, its unaudited financial statements for its financial year ended 31 December 2017.

the Initial Charter in respect of that Ship;

any other Charter in respect of that Ship:

which is a time, voyage or consecutive voyage charter;

the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months;

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

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

any Financial Indebtedness incurred under the Finance Documents;

any Financial Indebtedness incurred under the Senior Finance Documents in compliance with the terms of the Intercreditor Agreement;

until (and including) the Utilisation Date, the Existing Indebtedness; and

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

until the Utilisation Date, any Existing Security;

any Security created by the Senior Finance Documents in compliance with the terms of the Intercreditor Agreement;

any Security created by the Finance Documents;

any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

liens for unpaid master’s and crew’s wages in accordance with first class ship ownership and management practice;

liens for salvage;

liens for master’s disbursements incurred in the ordinary course of trading; and

any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship and not as a result of any default or omission by the Borrower owning that Ship and subject, in the case of liens for repair or maintenance, to Clause 23.15 (Restrictions on chartering, appointment of managers etc.).

its Original Jurisdiction;

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

any jurisdiction where it conducts its business; and

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

any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any

any capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever, unless it is within 45 days redelivered to the full control of that Borrower (or any other longer period the Facility Agent may (acting on the instructions of the Majority Lenders) accept in writing).

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 regardless of whether the same is or is not binding on any Transaction Obligor; or

otherwise imposed by any law or regulation binding on a Transaction Obligor or to which a Transaction Obligor is subject (which shall include without limitation, any extra territorial sanctions imposed by law or regulation of the United States of America).

any Shares Security;

any Mortgage;

any General Assignment;

any Charter Assignment;

any Account Security;

any Manager’s Undertaking;

any Subordinated Debt Security;

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

any other document designated as such by the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrowers.

the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that Transaction Security;

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

the Security Agent’s interest in any turnover trust created under the Finance Documents;

any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties,

rights intended for the sole benefit of the Security Agent; and

any moneys or other assets which the Security Agent has transferred to the Facility Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.

in respect of Borrower A, Guarantor A; and

in respect of Borrower B and Borrower C, Triton NB.

an Obligor; or

any other person who becomes a Subordinated Creditor in accordance with this Agreement.

a Subordinated Loan Agreement; and

any other document relating to or evidencing Subordinated Liabilities.

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

any Requisition of that Ship unless that Ship is returned to the full control of the Borrower owning that Ship within 45 days of such Requisition (or such later period agreed by the Facility Agent acting with the authorisation of the Majority Lenders).

in the case of an actual loss of that Ship, the date on which it occurred or, as notified to the Facility Agent by an Obligor, or if that is unknown, the date when that Ship was last heard of;

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

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

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

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

a Finance Document; or

any other document designated as such by the Facility Agent (acting on the instructions of the Majority Lenders) and any Borrower.

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

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

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

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

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

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

in relation to any other applicable Bail-In Legislation:

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

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

Construction

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

the “Account Bank”, the “Facility Agent”, any “Finance Party”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent”, any “Transaction Obligor” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

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

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

“document” includes a deed and also a letter, fax or telex;

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

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

a “group of Lenders” includes all the Lenders;

“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;

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

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

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);

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

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

a time of day is a reference to New York time unless specified to the contrary;

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

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

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

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

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

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

A Potential Event of Default is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

Construction of insurance terms

Agreed forms of Finance Documents

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

in any other form agreed in writing between any Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 42.2 (All Lender matters) applies, all the Lenders.

Third party rights

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) ▇▇▇ ▇▇▇▇ (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.

Subject to Clause 42.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

Any Receiver, Delegate, Affiliate or for the purpose of Clause 13.2 (Other indemnities), Clause 13.4 (Indemnity to the Facility Agent) and Clause 13.5 (Indemnity to the Security Agent), any Indemnified Person, or any other person described in paragraph (b) of Clause 29.10 (Exclusion of liability) or paragraph (b) of Clause 30.11 (Exclusion of liability), may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

THE FACILITY

The Facility

Finance Parties’ rights and obligations

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Transaction Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by a Transaction Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Transaction Obligor.

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

Borrowers’ Agent

Each Borrower by its execution of this Agreement irrevocably appoints the Guarantor A to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

the Guarantor A on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including the Utilisation Request), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Borrower notwithstanding that they may affect the Borrowers, without further reference to or the consent of that Borrower; and

each Finance Party to give any notice, demand or other communication to that Borrower pursuant to the Finance Documents to the Guarantor A,

PURPOSE

Purpose

Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

Further conditions precedent

on the date of the Utilisation Request and on the proposed Utilisation Date and before the Loan is advanced:

no Default is continuing or would result from the drawing of the proposed Loan; and

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

the Facility Agent has received on or before the Utilisation Date, or the Majority Lenders are satisfied they will receive when the Loan is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders).

Notification of satisfaction of conditions precedent

The Facility Agent shall promptly send to the Lenders all of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent) which it has received.

Each Lender shall promptly confirm to the Facility Agent in writing that it is satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent).

The Facility Agent shall notify the Borrowers and the Lenders promptly upon receipt of those confirmations referred to in paragraph (b) above from all of the Lenders.

Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (c) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

Waiver of conditions precedent

UTILISATION

Delivery of Utilisation Request

The Borrowers may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.

The Borrowers may not deliver more than one Utilisation Request.

Completion of Utilisation Request

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

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

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

the proposed Interest Period complies with Clause 9 (Interest Periods).

Only one advance may be requested in the Utilisation Request.

Currency and amount

The currency specified in the Utilisation Request must be dollars.

The amount of the Loan must be an amount which is not more $38,500,000.

Lenders’ participation

If the conditions set out in this Agreement have been met or, as the case may be, waived, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.

The amount of each Lender’s participation in the Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately before advancing the Loan.

Subject to receiving a Utilisation Request, the Facility Agent shall notify each Lender of the amount of the Loan and the amount of its participation in the Loan by the Specified Time.

Cancellation of Commitments

Retentions and payment to third parties

to deduct from the proceeds of the Loan any fees then payable to the Finance Parties in accordance with Clause 10 (Fees), any solicitors fees (pre-agreed) and disbursements

on the Utilisation Date, to pay to, or for the account of, the Borrowers the amounts which the Facility Agent receives from the Lenders in respect of the Loan. That payment shall be made:

to the account which the Borrowers specify in the Utilisation Request; and

in like funds as the Facility Agent received from the Lenders in respect of the Loan.

Disbursement of Loan to third party

Prepositioning of funds

the Lenders shall, prior to any such pre-positioning of funds, provide an instruction letter to the Facility Agent in form and substance acceptable to the Facility Agent; and

each Borrower and each Guarantor:

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

shall, without duplication, indemnify each Finance Party against any costs, loss or liability it may incur in connection with such arrangement.

REPAYMENT

Repayment of Loan

Termination Date

Reborrowing

PREPAYMENT AND CANCELLATION

Illegality

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

upon the Facility Agent notifying the Borrowers, the Available Commitment of that Lender will be immediately cancelled; and

the Borrowers shall prepay that Lender’s participation in the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled or terminated in the amount of the participation prepaid.

Change of control

during the Security Period (and should no reverse merger as described in Clause 21.14 (Merger) be completed):

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

cast, or control the casting of, all of the votes that might be cast at a general meeting of either Guarantor; or

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

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

a change occurs in the beneficial holding of all of the issued share capital or equity interests of either Guarantor (excluding any part of that issued share capital or equity interests that carries no right to participate beyond a specified amount in a distribution of either profits or capital) and/or,

any change in the direct or indirect legal or beneficial ownership or control of any of the Borrowers.

if a reverse merger as described in Clause 21.14 (Merger) is completed (and at any time after its completion):

at any time during the six month period following the date of the reverse merger as described in Clause 21.14 (Merger) the owners that hold voting rights in the New Parent (as disclosed to the Facility Agent) immediately following such merger cease to own (either directly or through one or more of their affiliates) collectively an amount that is more than 50 per cent, of the voting rights of the New Parent (or its successor); or

▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ceases to be the Executive Chairman (or any other equivalent executive officer position) of the New Parent other than by reason of death or other incapacity in managing his affairs.

Voluntary prepayment of Loan

Subject to paragraph (b) below, the Borrowers may, if they give the Facility Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders and the Facility Agent may agree) prior written notice, prepay the whole (or any part) of the Loan.

The Loan shall only be prepaid pursuant to this Clause 7.3 (Voluntary prepayment of Loan) after the first anniversary of the Utilisation Date and at three-Monthly intervals thereafter.

Mandatory prepayment on sale or Total Loss

If a Ship is sold or becomes a Total Loss, the Borrowers shall on the Relevant Date prepay subject to the provisions of the Intercreditor Agreement, an amount equal to the Relevant Amount.

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

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

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

Right of repayment and cancellation in relation to a single Lender

If:

any sum payable to any Lender by a Transaction Obligor is required to be increased under paragraph (c) of Clause 11.2 (Tax gross-up) or under that clause as incorporated by reference or in full in any other Finance Document; or

any Lender claims indemnification from a Borrower under Clause 11.3 (Tax indemnity) or Clause 12.1 (Increased costs),

On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

On the last day of each Interest Period which ends after the Borrowers have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Lender’s participation in the Loan.

Restrictions

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

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

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

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

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

If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrowers or the affected Lenders, as appropriate.

If all or part of any Lender’s participation in the Loan is repaid or prepaid, an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Application of prepayments

Any prepayment of any part of the Loan other than a prepayment pursuant to Clause 7.1 (Illegality) and Clause 7.5 (Right of repayment and cancellation in relation to a single Lender) shall be applied pro rata, including but not limited prepayments made under Clause 7.3 (Voluntary prepayment of Loan) and Clause 7.4 (Mandatory prepayment on Sale or Total Loss) to each Lender’s participation in that part of the Loan.

The Relevant Amount in connection with any prepayment made pursuant to Clause 7.4 (Mandatory prepayment on sale or Total Loss) shall be applied against (i) the Loan or any part thereof, after deducting the relevant proportional Final Repayment Fee that is payable under Clause 10.3 (Final Repayment Fee) by the Borrowers in connection with such prepayment, and (ii) payment of such proportional Final Repayment Fee.

Final Repayment Fee

INTEREST

Calculation of interest

Payment of interest

Default interest

If a Transaction Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent, per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent (acting on the instructions of the Lenders). Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Obligor on demand by the Facility Agent (acting on the instructions of the Lenders).

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

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

the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2 per cent, per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

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

INTEREST PERIODS

Commencement of Interest Periods

Duration of normal Interest Periods

Non-Business Days

FEES

Servicing Parties fee

Upfront fee

Final Repayment Fee

TAX GROSS UP AND INDEMNITIES

Definitions

In this Agreement:

Unless a contrary indication appears, in this Clause 11 (Tax Gross Up and Indemnities) reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

Tax gross-up

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

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 Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrowers and that Obligor.

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.

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

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

Tax indemnity

The Obligors shall (within three Business Days of demand by the Facility Agent acting on the instructions of a Protected Party or claiming on its own behalf) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

Paragraph (a) above shall not apply:

with respect to any Tax assessed on a Finance Party:

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

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

to the extent a loss, liability or cost:

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

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

A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors.

A Protected Party shall, on receiving a payment from an Obligor under this Clause 11.3 (Tax indemnity), notify the Facility Agent.

Tax Credit

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

that Finance Party has obtained and utilised that Tax Credit,

Stamp taxes

VAT

All amounts expressed to be payable under a Finance Document by any Party to a Finance Party 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, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (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 such Finance Party must promptly provide an appropriate VAT invoice to that Party).

If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

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

Any reference in this Clause 11.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

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

FATCA Information

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

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party; and

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

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

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

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

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

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

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

where a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

where a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or

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

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

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

The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrowers.

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

The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Facility Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

FATCA Deduction

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.

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 and, in addition, shall notify each Obligor and the Facility Agent and the Facility Agent shall notify the other Finance Parties.

INCREASED COSTS

Increased costs

Subject to Clause 12.3 (Exceptions), the Borrowers shall, within three Business Days of a demand by the Facility Agent (acting on the instructions of a Lender or claiming on its own behalf), pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

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

compliance with any law or regulation made,

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

In this Agreement:

“Basel III” means:

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;

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

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.

“CRD IV” means:

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

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

any other law or regulation which implements Basel III.

“Increased Costs” means:

a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

an additional or increased cost; or

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

Increased cost claims

A Finance Party intending to make a claim pursuant to Clause 12.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrowers.

Each Finance Party shall provide a certificate confirming the amount of its Increased Costs.

Exceptions

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

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

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

compensated for by any payment made pursuant to Clause 13.3 (Mandatory Cost); or

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

OTHER INDEMNITIES

Currency indemnity

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

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

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

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

Other indemnities

Each Obligor shall, on demand, indemnify each Secured Party against any cost, loss or liability incurred by it as a result of:

the occurrence of any Event of Default;

a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 32 (Sharing among the Finance Parties);

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

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

Each Obligor shall, on demand, indemnify each Finance Party, each 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 Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

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

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

in connection with any Environmental Claim.

Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause 13.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

Mandatory Cost

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

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

Indemnity to the Facility Agent

any cost, loss or liability incurred by the Facility Agent as a result of:

investigating (acting on the instructions of the Majority Lenders) any event which the Majority Lenders reasonably believe is a Default; or

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents or as may be required by the Majority Lenders; and

any cost, loss or liability incurred by the Indemnified Person (otherwise than by reason of the Indemnified Person’s gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 33.11 (Disruption to Payment Systems etc.) notwithstanding the Indemnified Person’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.

Indemnity to the Security Agent

Each Obligor shall, on demand, indemnify each Indemnified Person against any cost, loss or liability incurred by any of them:

in relation to or as a result of:

any failure by a Borrower to comply with its obligations under Clause 15 (Costs and Expenses);

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

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

the exercise of any of the rights, powers, discretions, authorities and remedies vested in that Indemnified Person by the Finance Documents or by law;

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

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

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

acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Indemnified Person’s gross negligence or wilful misconduct).

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

MITIGATION BY THE FINANCE PARTIES

Mitigation

Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 11 (Tax Gross Up and Indemnities), Clause 12 (Increased Costs) or paragraph (a) of Clause 13.3 (Mandatory Cost) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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

Limitation of liability

Each Obligor shall, on demand, indemnify each Finance Party for all documented costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 14.1 (Mitigation).

A Finance Party is not obliged to take any steps under Clause 14.1 (Mitigation) if either:

a Default has occurred and is continuing; or

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

COSTS AND EXPENSES

Transaction expenses

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

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

Amendment costs

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

an amendment is required pursuant to Clause 33.9 (Change of currency); or

a Transaction Obligor requests, and the Security Agent agrees to (acting on the instructions of the Majority Lenders), the release of all or any part of the Security Assets from the Transaction Security,

Enforcement and preservation costs

GUARANTEE AND INDEMNITY

Guarantee and indemnity

guarantees to each Finance Party punctual performance by each Transaction Obligor other than the Guarantors of all such other Transaction Obligor’s obligations under the Finance Documents;

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

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Transaction Obligor other than the Guarantors not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Guarantors under this indemnity will not exceed the amount it would have had to pay under this Clause 16 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

Continuing guarantee

Reinstatement

Waiver of defences

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

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

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

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

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

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

any insolvency or similar proceedings.

Immediate recourse

Appropriations

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

hold in a non-interest-bearing suspense account any moneys received from the Guarantors or on account of any Guarantor’s liability under this Clause 16 (Guarantee and Indemnity).

Deferral of Guarantor’s rights

to be indemnified by a Transaction Obligor;

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

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

to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Guarantors have given a guarantee, undertaking or indemnity under Clause 16.1 (Guarantee and indemnity);

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

to claim or prove as a creditor of any Transaction Obligor in competition with any Secured Party.

Additional security

Applicability of provisions of Guarantee to other Security

JOINT AND SEVERAL LIABILITY OF THE BORROWERS

Joint and several liability

Waiver of defences

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

any Lender or the Security Agent entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower;

any Lender or the Security Agent releasing any other Borrower or any Security created by a Finance Document;

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

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

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

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

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

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

any insolvency or similar proceedings.

Principal Debtor

Borrower restrictions

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

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

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

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

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

exercise or assert any combination of the foregoing.

If during the Security Period, the Facility Agent (acting on the instructions of the Majority Lenders), by notice to a Borrower, requires it to take any action referred to in paragraph (a)above in relation to any other Borrower, that Borrower shall take that action as soon as practicable after receiving the Facility Agent’s notice.

Deferral of Borrowers’ rights

to be indemnified by any other Borrower; or

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

REPRESENTATIONS

General

Status

It is a limited liability company, duly formed and validly existing in good standing under the law of its Original Jurisdiction.

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

LLC Shares and ownership

In the case of the Borrower A, the aggregate number of limited liability company interests that it is authorised to issue is 500 LLC Shares, all of which have been issued to the Guarantor A.

In the case of the Borrower B, the aggregate number of limited liability company interests that it is authorised to issue is 500 LLC Shares, all of which have been issued to Triton NB.

In the case of the Borrower C, the aggregate number of limited liability company interests that it is authorised to issue is 500 LLC Shares, all of which have been issued to Triton NB.

In the case of the Guarantor A, its limited liability company interest is unitized and no limitation on the number of units is established within its limited liability company agreement. The legal title to and beneficial interest in the limited liability company interests in the Borrowers is held free of any Security other than Permitted Security or any other claim by the Guarantor A.

In the case of the Guarantor B, its limited liability company interest is unitized and no limitation on the number of units is established within its limited liability company agreement.

In the case of Triton NB, its limited liability company interest is unitised into a maximum of 500 LLC Shares, all of which have been issued to Guarantor A.

Provided that, and, for as long as, no reverse merger or other merger as described in Clause 21.14 (Merger) is completed, the ultimate beneficial ownership and control of each Obligor is maintained by those person(s) advised to the Facility Agent in writing prior to the date of this Agreement.

None of the LLC Shares in any Borrower are subject to any option to purchase, pre-emption rights or similar rights.

Binding obligations

Validity, effectiveness and ranking of Security

Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, subject to the Legal Reservations which may be applicable at any relevant time, when created or intended to be created, be valid and effective.

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

The Transaction Security granted by it to the Security Agent or any other Secured Party has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking security save for any security mandatorily preferred by law.

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

Non-conflict with other obligations

any law or regulation applicable to it;

the constitutional documents of any Obligor; or

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

Power and authority

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

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

in the case of each Borrower, its registration of its Ship under an Approved Flag.

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

Validity and admissibility in evidence

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

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

Governing law and enforcement

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

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

Insolvency

corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 26.8 (Insolvency proceedings); or

creditors’ process described in Clause 26.9 (Creditors’ process or Ship arrest),

No filing or stamp taxes

Deduction of Tax

No default

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

No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or to which its assets are subject.

No misleading information

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

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

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

Financial Statements

Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

Its Original Financial Statements fairly present its financial condition as at the end of the relevant financial year and results of operations during the relevant financial year (consolidated in the case of the Guarantors).

There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group since 31 December 2017.

Its most recent financial statements delivered pursuant to Clause 19.2 (Financial statements):

have been prepared in accordance with Clause 19.4 (Requirements as to financial statements); and

fairly present its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of the Guarantors).

Since the date of the most recent financial statements delivered pursuant to Clause 19.2 (Financial statements) there has been no material adverse change in its business, assets or financial condition (or the business or consolidated financial condition of the Group, in the case of the Guarantors).

Pari passu ranking

No proceedings pending or threatened

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

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

Valuations

All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Facility Agent in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.

It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.

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

No breach of laws

It has not breached any law or regulation which breach has a Material Adverse Effect.

No Transaction Obligor is in violation of and nor shall it violate any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at ▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇ or as otherwise published from time to time, in each case, as applicable to it.

No Charter

Compliance with Environmental Laws

No Environmental Claim

No Environmental Incident

ISM and ISPS Code compliance

Taxes paid

It is not materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax.

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

Financial Indebtedness

No Borrower has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness incurred in the ordinary course of owning its business of trading, chartering and operating its Ship.

No Guarantor has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness and any Financial Indebtedness incurred in the ordinary course of its business (including, without limitation, any guarantees that Guarantor has issued or may issue at any time securing the obligations of any of its present or future Subsidiaries and any other guarantee having been previously granted by that Guarantor as at the date of this Agreement and disclosed to the Lenders).

Overseas companies

Good title to assets

Ownership

Subject to paragraph (i) below, Borrower A is the sole legal and beneficial owner of all rights and interests which any charter creates in favour of that Borrower in relation to Ship A.

Subject to paragraph (i) below, Borrower B is the sole legal and beneficial owner of all rights and interests which any charter creates in favour of that Borrower in relation to Ship B.

Subject to paragraph (i) below, Borrower C is the sole legal and beneficial owner of all rights and interests which any charter creates in favour of that Borrower in relation to Ship C.

Subject to paragraph (i) below, Borrower A is the sole legal and beneficial owner of Ship A, the Earnings and the Insurances in relation to Ship A.

Subject to paragraph (i) below, Borrower B is the sole legal and beneficial owner of Ship B, the Earnings and the Insurances in relation to Ship B.

Subject to paragraph (i) below, Borrower C is the sole legal and beneficial owner of Ship C, the Earnings and the Insurances in relation to Ship C.

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

The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the limited liability company interests of any Borrower on creation or enforcement of the security conferred by the Security Documents.

Until (and including) the Utilisation Date the application of paragraphs (a) to (h) above is subject to any rights granted by the Transaction Obligors securing obligations under the Existing Facility Agreement.

Centre of main interests and establishments

Place of business

No employee or pension arrangements

Sanctions

No Transaction Obligor:

is a Prohibited Person;

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

owns or controls a Prohibited Person; or

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

No proceeds of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.

US Tax Obligor

Margin Regulations; Investment Company Act

No Borrower is engaged, nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States.

No Borrower is, or is it required to be, registered as an “investment company” under the United States of America Investment Company Act of 1940

Patriot Act

Repetition

INFORMATION UNDERTAKINGS

General

Financial statements

as soon as they become available, but in any event within 180 days after the end of each of its financial years:

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

the audited consolidated financial statements for that financial year of each Guarantor;

as soon as the same become available, but in any event within 90 days after the end of each 6-month period ending on 30 June and 31 December of each of its financial years:

the unaudited financial statements for that 6-month period of each Borrower; and

the unaudited consolidated financial statements of each Guarantor for that 6-month period; and

as soon as possible, but in no event later than 90 days after the end of each financial year of each Borrower, a budget in a format approved by the Facility Agent which shows all anticipated income and expenditure in respect of each Ship during the next financial year of each Borrower.

Compliance Certificate

The Parent Guarantor B shall supply to the Facility Agent, with each set of financial statements delivered pursuant to sub-paragraph (ii) of paragraph (b) of Clause 19.2 (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.

Each Compliance Certificate shall be signed by the chief financial officer of the Guarantor B.

Requirements as to financial statements

Each set of financial statements delivered by a Borrower pursuant to Clause 19.2 (Financial statements) shall be certified by a senior officer of that Borrower or chief financial officer of the company as fairly presenting its financial condition and operations as at the date as at which those financial statements were drawn up.

Each Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 19.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Facility Agent:

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

sufficient information, in form and substance as may be reasonably required by the Facility Agent (acting on the instructions of the Lenders), to enable the Lenders 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 that Obligor’s Original Financial Statements.

Information: miscellaneous

promptly upon the Facility Agent’s request, all documents dispatched by it to its equity holders or shareholders (or any class of them), as applicable, or its creditors;

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

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

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

promptly, such further information and/or documents regarding:

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

the Security Assets;

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

the financial condition, business and operations of any Obligor,

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

Notification of Default

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

Promptly upon a request by the Facility Agent, (acting on the instructions of the Majority Lenders) each Borrower shall supply to the Facility Agent a certificate signed by a senior officer on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

Use of websites

Each Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver any information in relation to those Lenders (the “Website Lenders”) which accept this method of communication by posting this information onto an electronic website designated by the Borrowers and the Facility Agent (the “Designated Website”) if:

the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

the information is in a format previously agreed between the relevant Obligor and the Facility Agent (acting on the instructions of the Majority Lenders).

The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Obligors or any of them and the Facility Agent.

An Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

the Designated Website cannot be accessed due to technical failure;

the password specifications for the Designated Website change;

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

if that Obligor becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Obligors shall comply with any such request within 10 Business Days.

“Know your customer” checks

Each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself or on behalf of any other Finance Party) or any Lender (for itself or on behalf of any prospective new Lender) in order for such Finance Party or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents including without limitation obtaining, verifying and recording certain information and documentation that will allow the Facility Agent and each of the Lenders to identify each Transaction Obligor in accordance with the requirements of the PATRIOT Act.

Each Lender shall promptly upon the request of a Servicing Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Servicing Party (for itself) in order for that Servicing Party to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

Anti-money laundering

FINANCIAL COVENANTS

Borrowers’ minimum liquidity

Each Borrower shall maintain from the Utilisation Date and at all times throughout the Security Period at least $350,000 (the “Minimum Liquidity Amount”) in its Earnings Account.

Any amount deposited by a Borrower in an Earnings Account for the purpose of satisfying any minimum liquidity requirement under the Senior Facility Agreement shall be taken into account for the purpose of determining compliance of that Borrower with its obligations under paragraph (a) of this Clause 20.1 (Borrowers’ minimum liquidity).

Guarantor B’s financial covenants

the Value Adjusted Leverage Ratio shall not exceed 75 per cent.;

as of 1 January 2020, the minimum Net Worth shall not be less than $50,000,000;

the Book Leverage Ratio shall not exceed during the period commencing on:

the Utilisation Date and ending on 31 December 2018 (inclusive), 85 per cent.; and

1 January 2019 and at all times thereafter, 75 per cent.; and

at all times during the Security Period, the Consolidated Liquidity to be the higher of:

$12,500,000; and

the product of the aggregate of $300,000 and the number of trading Fleet Vessels as at the date of determination.

Financial definitions

Most favoured nation

The Obligors undertake to procure that, throughout the duration of the Security Period, the Finance Parties shall receive no less favourable treatment under this Agreement in relation to any covenant (including, without limitation, the covenants set out in Clauses 20 (Financial covenants) and 24.1 (Minimum required security cover)) or condition than that provided or to be provided under the Senior Facility Agreement (by way of amendment or supplement to the Senior Facility Agreement) or any agreement refinancing or otherwise substituting the Senior Facility Agreement.

Notwithstanding paragraph (a) above, the Obligors shall promptly advise the Facility Agent of those arrangements and covenants in advance and shall, upon the Facility Agent’s request (acting on the instructions of the Lenders), enter into such documentation supplemental to the Finance Documents, as the Lenders may require in order to achieve parity with the creditors under the Senior Facility Agreement and to the extent permitted by the provisions of the Intercreditor Agreement (or any other creditor under any agreement refinancing or otherwise substituting the Senior Facility Agreement).

GENERAL UNDERTAKINGS

General

Authorisations

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

supply certified copies to the Facility Agent of,

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

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

own and operate each Ship (in the case of each Borrower).

Corporate Existence

Compliance with laws

Environmental compliance

comply with all Environmental Laws;

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

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

Environmental Claims

any Environmental Claim against any Transaction Obligor which is current, pending or threatened; and

any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any Transaction Obligor,

Taxation

Each Obligor 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:

such payment is being contested in good faith;

adequate reserves are maintained for those Taxes and the costs required to contest them and have been disclosed in its latest financial statements delivered to the Facility Agent under Clause 19.2 (Financial statements); and

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

Each Obligor shall procure that no other Obligor will, change its residence for Tax purposes.

Overseas companies

No change to centre of main interests

Pari passu ranking

Title

Following the release on the Utilisation Date of the Security securing the Existing

its Ship, its Earnings and its Insurances; and

with effect on and from its creation or intended creation, any other assets the subject of any Transaction Security created or intended to be created by that Borrower.

Each Guarantor shall hold the legal title to, and own the entire beneficial interest in with effect on and from its creation or intended creation, any assets the subject of any Transaction Security created or intended to be created by that Guarantor.

Negative pledge

No Borrower shall create any form of Security over any of its assets or revenues other than Permitted Security; and

No Guarantor shall create any form of Security (other than Permitted Security), over any of its assets or revenues unless it is reasonably incurred in the normal course of its business (without limitation) of acquiring and financing vessels to be owned by that Guarantor or any of its present or future Subsidiaries.

No Obligor shall:

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

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

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

enter into any other preferential arrangement having a similar effect,

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

Disposals

The Borrowers shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation any Ship, its Earnings or its Insurances).

Paragraph (a) above does not apply to (i) any Charter as all Charters are subject to Clause 23.15 (Restrictions on chartering, appointment of managers etc.) and (ii) a sale of a Ship Provided that the Borrowers comply with the provisions of Clause 7 (Prepayment and Cancellation) and (ii) no Event of Default has occurred and is continuing at the relevant time or will result from the sale of that Ship.

Merger

Change of business

Each Guarantor shall procure that no substantial change is made to the general nature of its business from that carried on at the date of this Agreement.

No Borrower shall engage in any business other than the ownership and operation of its Ship.

Financial Indebtedness

in the case of a Borrower, incur or permit to be outstanding any Financial Indebtedness except (A) Financial Indebtedness incurred in the normal course of its business of trading, chartering and operating its Ship and (B) Permitted Financial Indebtedness; and

in the case of a Guarantor, incur or permit to be outstanding Financial Indebtedness except for (A) Financial Indebtedness incurred in the ordinary course of its business (including, without limitation, the issuance of guarantees securing the obligations of any of its future or present Subsidiaries and any guarantee previously granted by that Guarantor as at the date of this Agreement and disclosed to the Facility Agent) and (B) Permitted Financial Indebtedness.

Expenditure

Limited liability company interests