Exhibit 4.9

Dated 13 April 2021

US$51,700,000

TERM LOAN FACILITY

PENELOPE MARINE LLC
as Borrower

and

GLOBAL SHIP LEASE, INC.
POSEIDON CONTAINERS HOLDINGS LLC
as Guarantors

and

THE BANKS AND FINANCIAL INSTITUTIONS
listed in Part B of Schedule 1
as Lenders

and

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
as Bookrunner and Arranger

and

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
CTBC BANK CO., LTD.
BANK SINOPAC CO., LTD.
as Mandated Lead Arrangers

and

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
as Facility Agent

and

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
as Security Agent

FACILITY AGREEMENT

relating to
refinancing part of certain existing indebtedness
secured on (inter alia) the Ship and
for general corporate purposes

WATSON FARLEY

&

WILLIAMS

Index

THIS AGREEMENT is made on 13 April 2021

PARTIES

BACKGROUND

The Lenders have agreed to make available to the Borrower a senior secured term loan facility in an amount of up to the lower of (i) $51,700,000 and (ii) 65 per cent. of the Initial Market Value of the Ship for the purposes of refinancing part of the Existing Indebtedness secured on (inter alia) the Ship and for general corporate purposes.

OPERATIVE PROVISIONS

SECTION 1

INTERPRETATION

In this Agreement:

“Account Bank” means Credit Agricole Corporate and Investment Bank, a French societe anonyme, acting in such capacity through its office at 12, place des Etats-Unis, CS 70052, 92547 Montrouge Cedex, France, registered under the SIREN No. 304 187 701 of the Registre du Commerce et des Societes of Nanterre or any replacement bank or other financial institution as may be approved by the Facility Agent acting with the authorisation of the Majority Lenders.

“Accounts” means the Earnings Account and the Retention Account, as specified in Schedule 7 (Accounts).

“Account Security” means a document creating Security over any Account in agreed form.

“Accounting Period” means each consecutive period of (a) in the case of the Parent Guarantor, six (6) months or (b) in the case of GSL, three (3) months of each of the Parent Guarantor’s and GSL’s financial years (as the case may be) during the Security Period for which each of the Parent Guarantor and GSL is required to deliver financial statements pursuant to Clause 19.2 (Financial statements).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Approved Brokers” means any firm or firms of insurance brokers approved in writing by the Facility Agent, such approval not to be unreasonably withheld.

“Approved Classification” means, as at the date of this Agreement, the classification in relation to the Ship specified in Schedule 7 (Details of the Ship) or the equivalent classification with another Approved Classification Society.

“Approved Classification Society” means, as at the date of this Agreement, the classification society in relation to the Ship specified in Schedule 7 (Details of the Ship) or any other classification society which is a member of the International Association of Classification Societies (but excluding the Russian Register of Shipping and China Classification Society) approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

“Approved Commercial Manager” means, as at the date of this Agreement, Conchart Commercial Inc. or any other person approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders as the commercial manager of the Ship.

“Approved Flag” means, as at the date of this Agreement, the flag of the Republic of Liberia or such other flag approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

“Approved Manager” means the Approved Commercial Manager or the Approved Technical Manager of the Ship.

“Approved Technical Manager” means, as at the date of this Agreement, Technomar Shipping Inc. or any other person approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders as the technical manager of the Ship.

“Approved Valuer” means any of Maersk Brokers K/S, Barry Rogliano Salles, Kontiki Valuations Ltd, Howe Robinson and, in the event that three or more (or, in relation to the proviso contained in the definition of market value, two or more) of such sale and purchase shipbrokers cease, or are unable, to provide a valuation:

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Assignable Charter” means a Charter in respect of the Ship which has or is capable of having, by virtue of any optional extensions, a duration of 12 months or more.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including the earlier of:

or such longer period as the Facility Agent may accept in writing on the instruction of all the Lenders.

“Available Facility” means the aggregate for the time being of each Lender’s Commitment in respect of the Loan.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

“Break Costs” means the amount (if any) by which:

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Paris, Athens and New York.

“Carbon Intensity and Climate Alignment Certificate” means a certificate from a Recognised Organisation relating to the Ship and a calendar year setting out:

“Charter” means any charter relating to the Ship (including, without limitation, the Initial Charter or any Assignable Charter relating to the Ship), or other contract for its employment, whether or not already in existence.

“Charter Guarantee” means any guarantee, bond, letter of credit or other instrument (if any and whether or not already issued) supporting a Charter, the form of which shall not be subject to the Facility Agent’s prior approval.

“Charterparty Assignment” means, in relation to the Initial Charter or an Assignable Charter, a specific deed of assignment of the rights, title and interests of the Borrower under the Initial Charter or that Assignable Charter (as the case may be) in the agreed form.

“Closing Date” means the earlier of (i) the date on which all conditions precedent are satisfied pursuant to Part A of Schedule 2 (Conditions Precedent) and (ii) 15 April 2021.

“Code” means the US Internal Revenue Code of 1986.

“Commercial Management Agreement” means the agreement entered into between the Parent Guarantor for and on behalf of the Borrower and the Approved Commercial Manager regarding the commercial management of the Ship.

“Commitment” means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Compliance Certificate” means a certificate in the form set out in Schedule 6 (Form of Compliance Certificate) or in any other form agreed between the Parent Guarantor, GSL and the Facility Agent.

“Confidential Information” means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

“Confidentiality Undertaking” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrower and the Facility Agent.

“Consolidated Liquidity” means, in respect of an Accounting Period of the Parent Guarantor, the aggregate amount of free, unencumbered cash held by the Parent Guarantor and/or its Subsidiaries, including cash equivalents.

“Corresponding Debt” means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection with the Finance Documents.

“Deed of Release” means a partial deed of release and reassignment in a form acceptable to the Facility Agent releasing and discharging (inter alios) the Borrower from its obligations and liabilities under each of the Existing Facility Agreements and releasing, discharging and reassigning (as the case may be) the Existing Security and, in the plural means, all of them.

“Default” means an Event of Default or a Potential Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

“Disruption Event” means either or both of:

“Dividend Payment” means, in relation to an Obligor, any of the following:

“Document of Compliance” has the meaning given to it in the ISM Code.

“dollars” and “$” mean the lawful currency, for the time being, of the United States of America.

“Earnings” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or the Security Agent and which arise out of or in connection with or relate to the use or operation of the Ship, including (but not limited to):

“Earnings Account” means:

“EBITDA” means, for the relevant period, the sum of the Earnings, less the sum of the Operating Expenses (excluding drydocking expenses or other capitalised expenses and non-cash items) of the Borrower as the same are shown in the Borrower’s profit and loss statements.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Environmental Approval” means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

“Environmental Claim” means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, “claim” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

“Environmental Incident” means:

“Environmental Law” means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

“Environmentally Sensitive Material” means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

“EU Bail-In Legislation Schedule” means the document described as such and published by the LMA from time to time.

“Event of Default” means any event or circumstance specified as such in Clause 26 (Events of Default).

“Existing Facility Agreement” mean:

“Existing Indebtedness” means, at the Utilisation Date, any outstanding indebtedness attributable to the Borrower on that date under the relevant Existing Facility Agreement.

“Existing Security” means any Security relating to the Borrower and the Ship created to secure the Existing Indebtedness.

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between any of the Mandated Lead Arrangers, the Facility Agent and the Security Agent and any Obligor setting out the amount of any of the fees referred to in Clause 11 (Fees) and the time of payment of the same.

“Finance Document” means:

“Finance Party” means the Facility Agent, the Security Agent, the Bookrunner, the Arranger, a Mandated Lead Arranger, the Account Bank and/or a Lender.

“Financial Indebtedness” means any indebtedness for or in relation to:

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);

“Fleet Vessels” means, together, the Ship and all of the ships from time to time wholly owned by Subsidiaries of the Parent Guarantor and, in the singular, means any of them.

“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to paragraph Clause 10 (Changes to the calculation of interest).

“GAAP” means generally accepted accounting principles in the United States of America including IFRS.

“General Assignment” means the general assignment creating first ranking Security over:

in agreed form.

“Green Passport” means, in relation to the Ship, a green passport statement of compliance or any other equivalent or superseding document acceptable to the Facility Agent (acting on the instructions of the Majority Lenders), issued by a classification society being a member of the International Association of Classification Societies (IACS) which includes a list of any and all materials known to be potentially hazardous utilised in the construction of the Ship and specifies their precise location on board the Ship.

“Group” means the Parent Guarantor, GSL and their Subsidiaries for the time being.

“Guarantor” means the Parent Guarantor or GSL and, in the plural, means both of them.

“Holding Company” means, in relation to a person, any other person in relation to which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Indemnified Person” has the meaning given to it in Clause 14.2 (Other indemnities).

“Initial Market Value” means, in relation to the Ship, the Market Value thereof determined pursuant to paragraph 6.2 of Part A of Schedule 2 (Conditions Precedent).

“Initial Charter” means, in relation to the Ship, a time charter dated 30 July 2020 and made between the Borrower and the Initial Charterer, for a period of up to 23 months having an actual commencement date of 11 August 2020 with an earliest expiration date of 11 April 2022 at a gross charter hire rate of $31,650 per day.

“Initial Charterer” means Ocean Network Express Pte. Ltd., of 7 Straits View, Marine One East Tower, #16-01, Singapore, 018936.

“Insurances” means:

“Interest Payment Date” has the meaning given to it in paragraph (a) of Clause 8.2 (Payment of interest).

“Interest Period” means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Interpolated Screen Rate” means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

“ISPS Code” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

“ISSC” means an International Ship Security Certificate issued under the ISPS Code.

“Legal Reservations” means:

“Lender” means:

“LIBOR” means, in relation to the Loan or any part of the Loan:

“LLC Shares” means, in respect of the Borrower and the Parent Guarantor, shall have the meaning ascribed thereto in the Borrower’s or the Parent Guarantor’s limited liability company agreement.

“LMA” means the Loan Market Association or any successor organisation.

“Loan” means the principal amount for the time being outstanding of the borrowings advanced under the Facility and a “part of the Loan” any part of the Loan as the context may require.

“Major Casualty” means any casualty to the Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency.

“Majority Lenders” means:

immediately before repayment or prepayment aggregate more than 66% per cent. of the Loan immediately before such repayment.

“Management Agreement” means a Technical Management Agreement or a Commercial Management Agreement.

“Manager’s Undertaking” means the letter of undertaking from the Approved Technical Manager and the letter of undertaking from the Approved Commercial Manager subordinating the rights of the Approved Technical Manager and the Approved Commercial Manager respectively against the Ship and the Borrower to the rights of the Finance Parties in agreed form.

“Margin” means 2.75 per cent. per annum.

“Market Value” means, in relation to the Ship or any other vessel (including, without limitation, any Fleet Vessel), at any date, an amount equal to the market value of the Ship or that vessel shown by the arithmetic average of two valuations, addressed and provided to the Facility Agent and prepared:

Provided that if the higher of the two valuations is more than 110 per cent. of the lower of the two valuations, a third valuation shall be carried out at the Borrower’s cost and on the same terms as the first two valuations. The Market Value of the Ship or that vessel shall then be determined as the arithmetic average of the three valuations.

“Material Adverse Effect” means in the reasonable opinion of the Majority Lenders a material adverse effect on:

“Member” means Odyssia NB LLC, a Marshall Islands limited liability company, as holder of all 500 LLC Shares in the Borrower and being a wholly owned Subsidiary of Odyssia Containers Holdings LLC, which is a wholly owned Subsidiary of K&T Marine LLC, being a wholly owned Subsidiary of the Parent Guarantor.

“Merger” means a reverse triangular merger involving the Parent Guarantor and GSL, as a result of which the Parent Guarantor became the indirect, wholly-owned Subsidiary of GSL.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

The above rules will only apply to the last Month of any period.

“Mortgage” means a first preferred Liberian ship mortgage on the Ship in agreed form.

“Net Worth” means equity payments already advanced in respect of the Fleet Vessels less accumulated dividends plus retained earnings of the Fleet Vessels as such term is defined in the applicable financial statements of the Parent Guarantor determined in accordance with GAAP.

“Obligor” means the Borrower or a Guarantor.

“Operating Expenses” means the aggregate expenditure necessarily incurred by the Borrower in operating, insuring, maintaining, repairing and generally trading the Ship (including, without limitation any crewing fees paid under a Management Agreement) and general and administrative expenses paid in respect of the Ship.

“Original Financial Statements” means, in relation to GSL, the audited consolidated financial statements of the Group for its financial year ended 2020.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is formed as at the date of this Agreement.

“Overseas Regulations” means the Overseas Companies Regulations 2009 (SI 2009/1801)

“Parallel Debt” means any amount which an Obligor owes to the Security Agent under Clause 30.2 (Parallel Debt (Covenant to pay the Security Agent)) or under that Clause as incorporated by reference or in full in any other Finance Document.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document.

“Permitted Charter” means a Charter (other than an Initial Charter or an Assignable Charter relative thereto):

“Permitted Financial Indebtedness” means:

“Permitted Security” means:

provided such lien does not secure amounts more than 60 days overdue (unless the overdue amount is being contested in good faith by appropriate steps and for the payment of which adequate reserves are held and provided further that such proceedings do not give rise to a material risk of the relevant Ship or any interest in it being seized, sold, forfeited or lost).

“Poseidon Principles” means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time.

“Potential Event of Default” means any event or circumstance specified in Clause 26 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Prohibited Person” means a person that is:

“Protected Party” has the meaning given to it in Clause 12.1 (Definitions).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days (in London, England) before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

“Recognised Organisation” means an organisation representing the Ship’s flag state and, for the purposes of Clause 23.21 (Poseidon Principles) duly authorized to determine whether the Borrower has complied with regulation 22A of Annex VI.

“Reference Bank Quotation” means any quotation supplied to the Facility Agent by a Reference Bank.

“Reference Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility Agent at its request by the Reference Banks:

as the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

“Reference Banks” means any banks as may be appointed by the Facility Agent (acting on the instructions of the Majority Lenders) in consultation with the Borrower.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Interbank Market” means the London interbank market.

“Relevant Jurisdiction” means, in relation to a Transaction Obligor:

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

“Repayment Date” means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).

“Repayment Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“Repeating Representation” means each of the representations set out in Clause 18 (Representations) except Clause 18.10 (Insolvency), Clause 18.11 (No filing or stamp taxes),

Clause 18.12 (Deduction of Tax) and Clause 19.20 (Initial Charter) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.

“Replacement Benchmark” means a benchmark rate which is:

“Replacement Charter” shall have the meaning given to this term in Clause 7.6(b) (Termination of Initial Charter).

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Requisition” means:

“Requisition Compensation” includes all compensation or other moneys payable to the Borrower by reason of any Requisition or any arrest or detention of the Ship in the exercise or purported exercise of any lien or claim.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Retention Account” means:

“Safety Management Certificate” has the meaning given to it in the ISM Code.

“Safety Management System” has the meaning given to it in the ISM Code.

“Sanctions” means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority.

“Sanctions Authority” means:

“Sanctioned Country” means a country or territory that is the subject or the target of Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, Sudan and Crimea).

“Sanctions List” means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority, each as amended, supplemented or substituted from time to time.

“Screen Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 or LIBOR02 of the Thomson Reuters

screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify another page or service displaying the relevant rate after consultation with the Borrower.

“Screen Rate Replacement Event” means, in relation to a Screen Rate:

in the opinion of the Majority Lenders and the Borrower, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

“Secured Liabilities” means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under or in connection with each Finance Document.

“Secured Party” means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate.

“Security” means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

“Security Assets” means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Security Document” means:

“Security Period” means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

“Security Property” means:

except:

“Selection Notice” means a notice substantially in the form set out in Part B of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

“Servicing Party” means the Facility Agent or the Security Agent.

“Shares Security” means a document creating Security over the LLC Shares in the Borrower in agreed form.

“Ship” means m.v. “MAIRA XL”, details of which are set out opposite its name in Schedule 7 (Details of the Ship).

“Specified Time” means a day or time determined in accordance with Schedule 9 (Timetables).

“Subordinated Creditor” means:

“Subordinated Debt Security” means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Security Agent in an agreed form.

“Subordinated Finance Document” means:

“Subordinated Liabilities” means all indebtedness owed or expressed to be owed by the Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

“Subordinated Loan Agreement” means any loan agreement made between (i) the Borrower and (ii) a Subordinated Creditor.

“Subordination Agreement” means a subordination agreement entered into or to be entered into by a Subordinated Creditor and the Security Agent, subordinating, inter alia all the Subordinated Creditor’s rights and interests under any Subordinated Loan Agreement to the rights and interests of the Finance Parties in agreed form.

“Subsidiary” means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Credit” has the meaning given to it in Clause 12.1 (Definitions).

“Tax Deduction” has the meaning given to it in Clause 12.1 (Definitions).

“Tax Payment” has the meaning given to it in Clause 12.1 (Definitions).

“Technical Management Agreement” means the agreement entered into between the Borrower and the Approved Technical Manager regarding the technical management of the Ship.

“Termination Date” means the date falling on the earlier of (i) the fifth anniversary of the Utilisation Date and (ii) 30 July 2026.

“Testing Date” means each date falling on the earlier of (a) the date on which the audited or, as the case may be, unaudited, financial statements referred to in Clause 20.2 (Financial statements) are actually delivered to the Facility Agent pursuant to the provisions of that Clause and (b) the latest date by which each such financial statements are required to be delivered to the Facility Agent pursuant to Clause 20.2 (Financial statements), commencing with the financial statements for the 3-month period ending on 30 June 2021 in relation to GSL and the 6-month period ending on 30 June 2021 in relation to the Parent Guarantor.

“Third Parties Act” has the meaning given to it in Clause 1.5 (Third party rights).

“Total Assets” means, in respect of each Accounting Period, the total assets of the Parent Guarantor on a consolidated basis as stated in the most recent financial statements produced in accordance with Clause 18.15 (Financial Statements).

“Total Borrowings” means at any relevant time the total long-term borrowings, inclusive of current portion of long-term borrowings as stated in the most recent financial statements of the Parent Guarantor on a consolidated basis produced in accordance with Clause 18.15 (Financial Statements).

“Total Commitments” means the aggregate of the Commitments, being $51,700,000.

“Total Loss” means:

“Total Loss Date” means, in relation to the Total Loss:

“Transaction Document” means:

“Transaction Obligor” means an Obligor or any other member of the Group who executes a Transaction Document.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

“UK Bail-In Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Establishment” means a UK establishment as defined in the Overseas Regulations.

“Unpaid Sum” means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

“US” means the United States of America.

“US Tax Obligor” means:

“Utilisation” means the utilisation of any part of the Facility.

“Utilisation Date” means the date of the Utilisation, being the date on which the Loan is to be made.

“Utilisation Request” means the notice substantially in the form set out in Part A of Schedule 3 (Requests).

“Value Adjusted Leverage Ratio” means at any time the ratio (expressed as a percentage) of:

“Value Adjusted Total Assets” means the Total Assets of the Parent Guarantor adjusted (upwards or downwards) in each case for the difference of the book value of all Fleet Vessels (as evidenced in the most recent financial statements produced in accordance with Clause 18.15 (Financial Statements)) and the aggregate Market Value of all Fleet Vessels.

“VAT” means:

“Write-down and Conversion Powers” means:

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

In this Agreement:

“approved” means, for the purposes of Clause 22 (Insurance Undertakings), approved in writing by the Facility Agent.

“excess risks” means the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims.

“obligatory insurances” means all insurances effected, or which the Borrower is obliged to effect, under Clause 22 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.

“policy” includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

“war risks” includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).

References in Clause 1.1 (Definitions) to any Finance Document being in “agreed form” are to that Finance Document:

SECTION 2

THE FACILITY

Subject to the terms of this Agreement, the Lenders make available to the Borrower a dollar term loan facility in an amount not exceeding the Total Commitments.

and in each case the Borrower shall be bound as though the Borrower itself had given the notices and instructions (including, without limitation, the Utilisation Request) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

the Parent Guarantor under any Finance Document on behalf of the Borrower or in connection with any Finance Document (whether or not known to any Borrower) shall be binding for all purposes on the Borrower as if the Borrower had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Guarantor and the Borrower, those of the Parent Guarantor shall prevail.

The Borrower shall apply all amounts borrowed by it under the Facility only for the purposes stated in the preamble (Background) to this Agreement.

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Borrower may not deliver the Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if:

Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

If the Majority Lenders, at their discretion, permit the Loan to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrower shall ensure that that condition is satisfied within five Business Days after the Utilisation Date or such later date as the Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrower.

SECTION 3

UTILISATION

The Commitments which are not utilised at the end of the Availability Period shall then be cancelled.

The Borrower irrevocably authorises the Facility Agent on the Utilisation Date, to pay to, or for the account of, the Borrower the amounts which the Facility Agent receives from the Lenders in respect of the Loan. That payment shall be made in like funds as the Facility Agent received from the Lenders to any of the accounts which the Borrower specifies in the Utilisation Request for the purpose of refinancing part of the Existing Indebtedness and for general corporate purposes.

Payment by the Facility Agent under Clause 5.6 (Payment to third parties) to a person other than the Borrower shall constitute the making of the Loan and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s participation in the Loan.

If required, the Lenders, at the request of the Borrower and on terms acceptable to all the Lenders and in their absolute discretion, preposition funds with any bank, the Borrower and each Guarantor:

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

The Borrower shall repay the Loan by 20 equal consecutive quarterly repayment instalments, each in an amount of $1,275,000, the first of which shall be repaid on the date falling three Months after the Utilisation Date, each subsequent repayment instalment shall be repaid at three-monthly intervals thereafter and the last one together with a balloon instalment in the amount of $26,200,000 (the “Balloon”) on the Termination Date; and each such instalment shall be a “Repayment Instalment”.

On the Termination Date, the Borrower shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

The Borrower may not reborrow any part of the Facility which is repaid

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the

Loan or any part of the Loan or any part thereof or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

The Borrower may, if it gives the Facility Agent not less than 15 Business Day’s prior indicative notice and 10 Business Days’ prior confirmative and irrevocable notice, prepay the whole or any part of the Loan (but, if in part, being a minimum amount of $1,000,000 or a multiple of that amount).

In this Clause 7.3 (Mandatory prepayment on sale or Total Loss):

“Relevant Date” means:

If a Change of Control occurs the Borrower and the Guarantors shall promptly notify the Facility Agent upon becoming aware of that event and if the Majority Lenders so require, the Facility Agent shall (acting on the instructions of the Majority Lenders), by not less than 15 days’ notice to the Borrower, cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and the Loan and all such outstanding interest and other amounts will become immediately due and payable.

For the purpose of this clause, a “Change of Control” occurs if, during the Security Period:

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loan.

Subject to Clause 6.2 (d) (Effect of cancellation and prepayment on scheduled repayments), any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1

(Illegality) or Clause 7.5 (Right of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that part of the Loan.

SECTION 5

COSTS OF UTILISATION

The rate of interest on the Loan or any part of the Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

This Clause 10 (Changes to the calculation of interest) applies if:

The Facility Agent shall promptly notify the Borrower and each of the Lenders stating the circumstances falling within Clause 10.1 (Market disruption) which have caused its notice to be given.

If the Facility Agent’s notice under Clause 10.2 (Notification of market disruption) is served before the Loan is advanced:

Subject to Clause 42.5 (Replacement of Screen Rate), if the Facility Agent’s notice under Clause 10.2 (Notification of market disruption) is served after the Loan is advanced, the Borrower, the

Facility Agent and the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within 30 days after the date on which the Facility Agent serves its notice under Clause 10.2 (Notification of market disruption) (the “Negotiation Period”), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Commitment during the Interest Period concerned.

Clause 42.5 (Replacement of Screen Rate), any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed.

If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Facility Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Commitment plus the Margin; and the procedure provided for by this Clause 10.6 (Alternative rate of interest in absence of agreement) shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Facility Agent.

If the Borrower does not agree with an interest rate set by the Facility Agent under Clause 10.6 (Alternative rate of interest in absence of agreement), the Borrower may give the Facility Agent not less than 15 Business Days’ notice of their intention to prepay at the end of the interest period set by the Facility Agent.

A notice under Clause 10.7 (Notice of prepayment) shall be irrevocable; the Facility Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower’s notice of intended prepayment; and:

The provisions of Clause 7 (Prepayment and cancellation) shall apply in relation to the prepayment under Clause 10.8 (Prepayment; termination of Commitments) (as applicable).

paid by the Borrower on a day other than the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.

The Borrower shall pay all fees in accordance with any Fee Letter.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

The Obligors shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability which that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

supply to the Facility Agent:

in each case after the date of this Agreement; or

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

that Obligor shall, as an independent obligation, on demand, indemnify each Secured Party to which that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower shall within 3 Business Days of any demand by the Facility Agent, pay to the Facility Agent for the account of the relevant Lender, such amount which any Lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate it for complying with:

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

which, in each case, is referable to that Lender’s participation in the Loan.

Each Obligor shall within 3 Business Days of any demand, indemnify the Facility Agent against:

The Obligors shall, within three days of any demand, pay the Facility Agent, the Security Agent and the Arrangers the amount of all costs and expenses (including pre-agreed legal fees) reasonably incurred by any Secured Party in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

If:

the Obligors shall, within three days of any demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by each Secured Party in responding to, evaluating, negotiating or complying with that request or requirement.

The Obligors shall within 3 Business Days of any demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

SECTION 7

GUARANTEES

Each Guarantor irrevocably and unconditionally:

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Borrower under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 17 (Guarantee and Indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of each Guarantor under this Clause 17 (Guarantee and Indemnity) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:

Until all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:

All rights which a Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 (Guarantee and Indemnity):

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 33 (Payment Mechanics).

This guarantee and any other Security given by each Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

Clauses 17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver of defences), 17.5 (Immediate recourse), 17.6 (Appropriations), 17.7 (Deferral of Parent Guarantor’s rights) and 17.8 (Additional security) shall apply, with any necessary modifications, to any Security which a Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

Each Obligor makes the representations and warranties set out in this Clause 18 (Representations) to each Finance Party on the date of this Agreement.

GSL is authorized to issue an aggregate of 1,000,000 preferred shares, each with a par value of $0.01, of which as of 24 March 2021:

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

All Authorisations required or desirable:

No:

has been taken or, to its knowledge, threatened in relation to any Transaction Obligor; and none of the circumstances described in Clause 26.7 (Insolvency) applies to any Transaction Obligor.

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except the registration of the Mortgage at the applicable ship registry of the Republic of Liberia; which registration will be made promptly after the date of the relevant Finance Documents.

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

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

The Ship is subject to the Initial Charter and has been delivered to the Initial Charterer.

All Environmental Laws relating to the ownership, operation and management of the Ship and, to the best of each Obligor’s knowledge, the business of each other Transaction Obligor (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

No Environmental Claim has been made or threatened against any member of the Group or any Ship which is reasonably expected to have a Material Adverse Effect.

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred which is reasonably expected to have a Material Adverse Effect.

All requirements of the ISM Code and the ISPS Code as they relate to the Borrower, the Approved Technical Manager and the Ship have been complied with.

No Obligor (other than GSL) has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

No Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.

It has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast) (the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in Greece and it has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

No Obligor has any employees or any liabilities under any pension scheme.

No Obligor nor any of its respective assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceedings (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement).

No Transaction Obligor nor any of their Subsidiaries, directors or officers, or, to the best of their knowledge, any affiliate, agent or employee of them, has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction (including, without limitation, the US Foreign Corrupt Practices Act of 1977, as amended) and each Transaction Obligor has instituted and maintain policies and/or internal procedures designed to prevent violation of such laws, regulations and rules.

The Ship is:

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of the Utilisation Request and the first day of each Interest Period.

The undertakings in this Clause 19 (Information Undertakings) remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.

The Parent Guarantor shall supply to the Facility Agent in sufficient copies for all the Lenders:

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

Each Obligor shall and shall procure that each other Transaction Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

as any Finance Party (through the Facility Agent) may reasonably request; and

proceedings or investigation against it with respect to Sanctions by any Sanctions Authority (in sufficient copies for all the Lenders, if the Facility Agent so requests).

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Facility Agent shall notify the Obligors accordingly and each Obligor shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

If an Obligor notifies the Facility Agent under sub-paragraph (i) or (v) of paragraph (c) above, all information to be provided by the Obligors under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

obliges a Finance Party (or, in the case of sub paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, 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, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for such Finance Party or, in the case of the event described in sub-paragraph (iii) above, 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.

The Parent Guarantor shall, on each Testing Date and throughout the Security Period, comply with the following covenants:

The Net Worth of the Parent Guarantor shall not be less than $50,000,000.

The Value Adjusted Leverage Ratio shall not exceed 75 per cent.

The Consolidated Liquidity of the Parent Guarantor shall, on each Testing Date, be equal to the higher of (i) $6,650,000 and (ii) the product of $350,000 and the number of Fleet Vessels (other than the Ship) owned by the Subsidiaries of the Parent Guarantor at that time.

The Borrower shall ensure that from the date of this Agreement and at all times throughout the Security Period an amount of not less than $500,000 is standing to the credit of the Earnings Account.

At all times during the Security Period, GSL shall:

Notwithstanding paragraph (b) above, GSL 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 Majority Lenders), enter into such documentation which amends and supplements this Agreement and the other Finance Documents, as the Majority Lenders may require in order to achieve parity with the creditors under the relevant financing of GSL.

Compliance with the undertakings contained in this Clause 20 (Financial Covenants) shall be determined on each Testing Date and evidenced by the Compliance Certificate.

The undertakings in this Clause 21 (General Undertakings) remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit (and in the case of Clause 21.12 (Disposals), 21.13 (Merger), 21.15 (Financial Indebtedness), 21.19 (Other transactions), 21.22 (No amendment to Initial Charter), such permission not to be unreasonably withheld).

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of the Ship to enable it to:

Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws (including, without limitation, Sanctions) and regulations to which it may be subject.

Each Obligor shall, and shall procure that each other Transaction Obligor will:

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly upon becoming aware of the same, inform the Facility Agent in writing of:

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Facility Agent if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

No Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 18.30 (Centre of main interests and establishments) and it will create no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

Each Obligor shall, and shall procure that each other Transaction Obligor will, ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

No Obligor shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction (for the purposes of this Clause 21.13 (Merger), each “a process”) provided that in the case of GSL, such process is permitted without restrictions so long as (i) GSL remains the surviving entity of any such process, (ii) no Default has occurred at the relevant time or would be triggered as a result of such process and (iii) such process does not have a Material Adverse Effect.

The Borrower shall not incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

The Borrower shall not incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, chartering, maintaining and repairing the Ship.

The Borrower shall not:

The Borrower will not:

No Obligor shall do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

The Borrower will not agree to any material amendment or supplement to, or waive or fail to enforce, the Initial Charter or any of its provisions (and, without limitation, any reduction to the charter hire rate or to the fixed duration of the Initial Charter (without taking into account any optional extensions), shall be considered a material amendment for the purposes of this Clause 21.22 (No amendments to the Initial Charter)) provided that the Borrower is permitted at any time to enter into an extension of the Initial Charter so long as it is on the same, or more favourable to the Borrower, terms and conditions without material amendments relating to the Borrower’s rights under the Initial Charter.

No Obligor shall, and the Parent Guarantor shall procure that no other member of the Group shall, directly or indirectly, use, lend, contribute or otherwise make available any proceeds of the Loan or other transaction contemplated by this Agreement for the purpose of financing any trade, business or other activities with any Prohibited Person.

The undertakings in this Clause 22 (Insurance Undertakings) remain in force from the date of this Agreement throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit (and in the case of paragraph (a) of Clause 22.13 (Settlement of claims) such permission not to be unreasonably withheld).

The Borrower shall keep the Ship insured at its expense against:

The Borrower shall effect such insurances:

In addition to the terms set out in Clause 22.3 (Terms of obligatory insurances), the Borrower shall procure that the obligatory insurances effected by it shall:

and every other named insured has undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall be apportioned between the Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

The Borrower shall:

The Borrower shall ensure that the Approved Brokers provide the Security Agent with:

The Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship is entered provide the Security Agent with:

The Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through which the insurances are effected or renewed.

The Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Facility Agent or the Security Agent.

The Borrower shall use its best endeavours to procure that a protection and indemnity or war risks association issues any guarantees as may be required always in accordance with their respective rules and conditions and shall further use its best endeavours to procure that such guarantees are issued as promptly as practically possible and that they remain in full force and effect.

The Borrower shall not make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

The Borrower shall:

The Borrower shall provide the Security Agent, upon the Security Agent’s request, with copies of all written communications between the Borrower and:

which relate directly or indirectly to:

The Borrower shall provide the Facility Agent (or any persons which it may designate) upon the Facility Agent’s request with any information which the Facility Agent (or any such designated person) requests for the purpose of:

and the Borrower shall, forthwith upon demand, indemnify the Security Agent in respect of all fees and other expenses incurred by or for the account of the Security Agent in connection with any such report as is referred to in paragraph (a) above.

such insurers and generally in such manner as the Security Agent acting on the instructions of the Majority Lenders may from time to time consider appropriate, acting reasonably.

The undertakings in this Clause 23 (General Ship Undertakings) remain in force on and from the date of this Agreement and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit (and in the case of Clauses 23.2 (Ship’s name and registration), 23.3 (Repair and classification), 23.4 (Modifications), 23.5 (Removal and installation of parts), 23.14 (Restrictions on chartering, appointment of managers etc.) and 23.19 (Sharing of Earnings) such permission not to be unreasonably withheld).

The Borrower shall:

The Borrower shall keep the Ship in a good and safe condition and state of repair:

The Borrower shall not make any modification or repairs to, or replacement of, the Ship or equipment installed on it which would or might materially and adversely alter the structure, type or performance characteristics of the Ship or materially reduce its value.

The Borrower shall submit the Ship regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Facility Agent, provide the Facility Agent, with copies of all survey reports.

The Borrower shall permit the Security Agent (acting through surveyors or other persons appointed by it for that purpose) to board the Ship at all reasonable times, without interfering with the Ship’s trading schedule, to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections. The costs of such inspection (only once in each 12-month period, starting on the Utilisation Date unless an Event of Default has occurred) shall be for the account of the Borrower.