(b)

At any time after the date of this Charter, the Charterers shall be entitled to place two (2) representatives on board the Vessel until the Delivery Date strictly as observers only for the purpose of familiarization without interference with the Vessel's operation / schedule / manning, etc. The Owners agree to provide their utmost co-operation to the Charterers so that their representatives board the Vessel for maximum forty-five (45) calendar days or the last laden voyage whichever is longer. The Charterers shall pay to the Owners at the time of delivery US$30/day/person as victualling/accommodation fee.

(d)

The Charterers have the option to carry out, at the Charterers' risk and account, an inspection of the underwater parts of the Vessel at the port of delivery and prior to the delivery of the Vessel, always without interference with the Vessel's operation and/or schedule, by divers approved by the present Class in the presence of the Class surveyor arranged by the Owners at Charterer’s cost, provided that the Charterers declare their option to have an underwater inspection in writing to the Owners with divers’ company's full style, no later than seven (7) days prior to the expected date of readiness for delivery. If the Charterers fail to give such written notice, they shall lose their right to have an underwater inspection. In the event that the Class requires any repairs to be performed immediately (CoC), the repairs to be arranged prior to delivery of the Vessel from the Owners to the Charterers at Owners’ cost. The Owners shall at their cost and expense make the Vessel available for such inspection at the port of delivery. The Charterers’ representative(s) shall have the right to be present at such inspection as an observer only without interfering with the work or decisions of the Class surveyor or with the Vessel’s operation and delivery schedule.

(e)

When the Vessel is ready for delivery in line with this Agreement after her arrival at the place of delivery and during delivery period as per Box 14, the Owners shall tender to the Charterers a Notice of Readiness for Delivery (the “NOR”). The NOR can be tendered anytime, day and night, including Saturdays, Sundays and holidays.

(f)

The Charterers have accepted the Vessel after they voluntarily purchased and reviewed the superficial independent inspection report of the Vessel carried out by Idwal Marine Services Ltd at Nouadhibou, Mauritania on 26 – 27 of December 2024 (“Idwal Inspection report”) and examined the Vessel’s Class records, both of which are always under the Charterers’ sole discretion and responsibility for accepting same, therefore, this bareboat charter is outright and definite without further inspection by the Charterers and/or any other parties on or before delivery of the Vessel, except for the underwater inspection as provided in Clause 32. (d) hereof. For the avoidance of doubt, any clerical errors that may be contained in the Idwal Inspection report shall not affect the terms and conditions of the Vessel's sale stated in this Agreement or delay the Vessel’s delivery to the Charterers. In the event of a conflict between the provisions of this paragraph and any other implied or expressed provision of this Agreement and any addenda thereto, this paragraph shall always prevail to the extent of such conflict.

(a)	For the purposes of this Charter, the term "Total Loss" shall mean any actual or constructive or compromised or agreed or arranged total loss of the Vessel including any such total loss as may arise during a Requisition for Hire.

(b)	The Charterers undertake with the Owners that throughout the Charter Period:

(i)

without prejudice to their obligations under Clause 13 hereof, they (the Charterers) shall keep the Vessel insured on the basis of the London Underwriters “Institute Time Clause-Hull” and “Institute War and Strikes Clauses” as amended, or on such similar terms with such top rated insurers as the Charterers shall choose (including Hull &Machinery, War Risk and P&I associations), and as shall be reasonably acceptable to the Owners, provided that any P&I association shall be a member of the International Group of P&I Clubs and current H&M underwriters shall be deemed to be pre-approved (it being agreed and understood by the Charterers that there shall be no element of self-insurance or insurance through captive insurance companies without the prior written consent of the Owners). The Charterers agree that the Owners shall be assured as the co-assured in such insurances;

(ii)

the policies in respect of the insurances against fire and usual marine risks and the policies or entries in respect of the insurances against war risks shall, in each case, be endorsed to the effect that payment of a claim for a Total Loss shall be made to the Owners (who shall upon the receipt thereof apply the same in the manner described in Clause 34(e) hereof);

(iii)

the Charterers shall procure that duplicates of all cover notes, policies and certificates of entry shall be furnished electronically to the Owners for their custody, upon request;

(iv)

the Charterers shall procure that the insurers and the war risk and protection and indemnity associations with which the Vessel is entered shall:

(A)

furnish the Owners with a letter or letter of undertaking in such form as may from time to time be reasonably required by the Owners; and

(B)

supply to the Owners such information in relation to the insurances effected, or to be effected, with them as the Owners may from time to time reasonably require; and

(v)

the Charterers shall procure that the policies, entries or other instruments evidencing the insurances are endorsed to the effect that the insurers shall give to the Owners not less than five (5) days prior written notification of any amendment, suspension, cancellation or termination of the insurances, unless subject to any automatic termination/cancellation of cover provisions in the relevant insurances, in which event, if such insurances are automatically terminated/cancelled, Owners shall be advised promptly and Charterers shall immediately procure re-instatement or replacement insurances of those terminated/cancelled insurances.

(c)

Notwithstanding anything to the contrary contained in Clause 13 and any other provisions hereof, the Vessel shall be kept insured during the Charter Period in respect of marine and war risks on hull and machinery basis (including increased value) for not less than the amounts specified below during the Charter Period (hereinafter referred to as the "Minimum Insured Value"):

(d)	If the Vessel becomes a Total Loss or becomes subject to Compulsory Acquisition the chartering of the Vessel to the Charterers hereunder shall cease and the Charterers shall:

(i)

immediately pay to the Owners all hire, and any other amounts, which have fallen due for payment under this Charter and have not been paid as at up to the date on which the Total Loss or Compulsory Acquisition occurred as described below (the "Date of Loss") together with interest thereon as set out in Clause 11(f), if applicable, and shall cease to be under any liability to pay any hire or any other amounts, thereafter becoming due and payable under this Charter. All hire and any other amounts prepaid by the Charterers relating to the period after the Date of Loss shall be forthwith refunded by the Owners and any hire paid in advance to be adjusted/reimbursed.

(ii)

For the purpose of ascertaining the Date of Loss:

(A)

an actual total loss of the Vessel shall be deemed to have occurred at noon (London time) on the actual date the Vessel was lost but in the event of the date of the loss being unknown the actual total loss shall be deemed to have occurred at noon (London time) on the date on which it is acknowledged by the insurers to have occurred;

(B)

a constructive, compromised, agreed, or arranged total loss of the Vessel shall be deemed to have occurred at noon (London time) on the date that notice claiming such a total loss of the Vessel is given to the insurers, or, if the insurers do not admit such a claim, at the date and time at which a total loss is subsequently admitted by the insurers or the date and time adjudged by a competent court of law or arbitration tribunal to have occurred. Either the Owners or, with the prior written consent of the Owners (such consent not to be unreasonably withheld), the Charterers shall be entitled to give notice claiming a constructive total loss but prior to the giving of such notice there shall be consultation between the Charterers and the Owners and the party proposing to give such notice shall be supplied with all such information as such party may request; each of the Owners and the Charterers, upon the request of the other, shall promptly execute such documents as may be required to enable the other to abandon the Vessel and claim a constructive total loss and shall give all possible assistance in pursuing the said claim; and

(C)

Compulsory Acquisition shall be deemed to have occurred at the time of occurrence of the relevant circumstances described in Clause 25(b) hereof.

(e)

All moneys payable under the insurance effected by the Charterers pursuant to Clauses 13 and 34, or other compensation, in respect of a Total Loss or pursuant to Compulsory Acquisition of the Vessel shall be received in full by the Owners (or the Mortgagees, if any, as assignees thereof) and applied by the Owners (or, as the case may be, the Mortgagees, if any):

(f)

In respect of partial losses, any payment by insurance underwriters not exceeding USD1,500,000 shall be paid directly to the Charterers who shall apply the same to effect the repairs in respect of which payment is made. Any moneys in excess of USD1,500,000 payable under such insurance other than Total Loss shall be paid to the Charterers subject to the prior written consent of the Owners but such consent shall not be unreasonably withheld or delayed. In the absence of such prior written consent the money shall be paid to the Owners or Owners’ bank who shall apply the same for Charterers’ effect of the repairs in respect of which payment is made.

(g)	The provisions of Clauses 13 and 34 hereof shall not apply in any way to the proceeds of any additional insurance cover effected by the Owners and / or the Charterers for their own account and benefit.

36.1	The Charterers are obliged to purchase the Vessel at the end of the Charter Period, at USD 22,500,000.- (hereinafter the “Purchase Obligation Price“):

36.2

The full amount of the Purchase Obligation Price shall be paid to the Owners’ nominated bank account upon delivery of the Vessel by the Owners to the Charterers. Payment of the Purchase Obligation Price shall be made by the Charterers or Charterers’ financiers by conditional payment with SWIFT message (MT 103/199 – wording of MT199 to be agreed between Owners, Owners’ bank, Charterers and Charterers’ financiers) or if the Owners’ nominated bank or the Charterers’ or Charterers’ financiers’ bank cannot make or accept payment by way of an MT 199, the Purchase Obligation Price shall be remmitted to the escrow account of a reputable law firm in Japan to act as escrow agent, mutually acceptable to the Owners, the Charterers and the Charterers’ financiers, if any. The cost for the escrow agent to be shared 50:50 between Owners and Charterers. The Owners in accordance with this Clause shall receive the Purchase Obligation Price in full free of bank charges and without any set-off or counterclaim, and free and clear of and without deduction or withholding of any kind.

(i)

original Legal Bill(s) of Sale in a form recordable in the flag state which the Charterers may nominate, transferring title of the Vessel and stating that the Vessel is free from all mortgages, encumbrances, taxes and maritime liens or any other debts and liabilities whatsoever and is not subject to Port State or other administrative detentions, duly notarial attested and legalised by Apostille;

(ii)

evidence that all necessary corporate, shareholder and other action has been taken by the Owners to authorise the sale and delivery of the Vessel to the Charterers and the execution, delivery and performance of all documentation and actions in relation thereto, duly notarial attested and legalised by Apostille;

(iii)

a Power of Attorney of the Owners appointing one or more representatives to act on their behalf in the sale and delivery of the Vessel to the Charterers, duly notarial attested and legalised by Apostille (as appropriate);

(iv)

an electronic (PDF) original Certificate of Good Standing of the Owners issued by the Panamanian Consulate in Tokyo, Japan confirming the Owners to be duly registered and in good legal standing under the laws of the Republic of Panama and identifying the name, directors, registered agent, capital and address of the Sellers, dated not more than fifteen (15) Japanese Banking Days before the date of delivery; such directors and officers being the same directors and officers as at the date of the resolutions/minutes referred to under item (ii) above;

(v)

Certificate or Transcript of Registry issued by the competent authorities of the relevant flag State (as stated in Box 5) on the date of delivery evidencing the Owners’ ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by such authority to the place of documentary closing with the original to be sent to the Charterers as soon as possible after delivery of the Vessel;

(vi)

if the Charterers wish to register the Vessel other than on the flag of the applicable flag State at the time, a Certificate of Deletion of the Vessel from the Vessel's flag registry (as stated in Box 5) or other official evidence of deletion appropriate to the Vessel's registry at the time of delivery, as well as the closed CSR for the Vessels, or, in the event that the registry does not as a matter of practice issue such documentation immediately, a written undertaking by the Owners to effect deletion from the Vessel's registry forthwith and provide a certificate or other official evidence of deletion to the Charterers, including also the closed CSR, promptly and latest within four (4) weeks after the proposed transfer date;

(vii)

electronic (PDF) of the Certification of the Permission to transfer/sell the Vessel from the Owners to the Charterers, issued by the Panama Maritime Authority of the Republic of Panama and dated not more than thirty (30) running days prior to the delivery of the Vessel to the Charterers;

(viii)

a commercial invoice for the Vessel; and

(ix)

any such additional documents as may reasonably be required by the competent authorities of the flag state nominated by the Charterers for the purpose of registering the Vessel, provided the Charterers notify the Owners promptly;

(x)

all classification, technical and other documents/certificates (including drawings) in the possession of the Owners in relation to the Vessel.

36.7	At the time of delivery the Charterers shall provide the Owners with:

(i)

evidence that all necessary corporate, shareholder and other action has been taken by the Charterers or their nominee to authorise the acquisition of the Vessel by the Charterers or their nominee and the execution, delivery and performance of all documentation and actions in relation thereto, duly legalized by Apostille by the Special Agent of the Marshall Islands in Piraeus, Greece; and

(ii)

Power of Attorney of the relevant purchaser appointing one or more representatives to act on its behalf in the acquisition of the Vessel, be duly legalized by Apostille by the Special Agent of the Marshall Islands in Piraeus, Greece.

36.8	(a) If any of the documents listed in Clauses 36.6 and 36.7 are not in the English language they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language;

36.9

The Owners shall warrant that the Vessel, at the time of sale and delivery under this Clause 36, shall be free from all registered encumbrances, mortgages or other security interests, debts or maritime lines whatsoever created by the Owners and that the Owners have not committed any act or omissions which would impair title to the Vessel. The Owners hereby agree to indemnify and hold harmless the Charterers in respect of any and all damages, costs and expenses whatsoever resulting from any breach of such warranty.

36.10

Any taxes, fees and expenses in connection with the purchase and registration of the Vessel in the flag state nominated by the Charterers shall be for the Charterers’ account and, if required, similar charges in connection with the closing of the applicable flag State register and permission to transfer to another flag at the time shall be for the Owners’ account.

36.11

The Vessel with everything belonging to her shall be at the Owners’ risk and expense until she is delivered to the Charterers. Without prejudice to Clause 36.9, the Vessel shall be delivered strictly as she is and where she is at the time of delivery without any recourse to or representation or warranty from the Owners for matters which the Charterers had undertaken to maintain/perform in accordance with this Charter. Without prejudice to Clause 36.10, each party hereto shall bear its own registration, legal or other expenses whatsoever incurred in transferring the title from the Owners to the Charterers.

36.12

Should the Purchase Obligation Price not be paid in full to the Owners on the proposed transfer date, the Owners have the right to cancel the sale and delivery of the Vessel under this Clause 36.

36.13

Should the Owners fail to validly complete a legal transfer on or before the proposed transfer date, the Charterers shall have the option of cancelling their option to acquire the Vessel and claim compensation for any loss and damages, or as the case may be, no longer be obliged to acquire the Vessel. Should the Owners fail to be ready to validly complete a legal transfer as aforesaid the provisions of Clause 42 shall apply.

36.14

Upon completion of such purchase of the Vessel as set out in this Clause, the Charter and all further rights and obligations of the parties hereunder shall terminate.

36.15

For the avoidance of doubt, the Purchace Option Price includes the value of any belongings to the Vessel at the time of delivery under this Clause.

37.1

Upon Owners request (acting reasonably), the Charterers, during the Charter Period, shall (i) inform the position and voyage details of the Vessel and other relevant information (including but not limited to the name of the immediate sub-charterers and the managers of the Vessel) in a manner satisfactory to the Owners and (ii) provide a copy of relevant documents of compliance (DOC) and safety management certificate (SMC) of ISM code to the Owners which shall be procured and complied with by the Charterers and the “Company” (as defined by the ISM code and so defined in this Charter) at expense, cost and time of the Charterers during the Charter Period.

37.2	The Owners are entitled to inspect copies of the Vessel's logs and records at any reasonable time.

38.1

The Charterers and the Owners hereby respectively undertake to each other that no person/s or entity/ies worked for or engaged by the Charterers or, as the case may be, the Owners regarding this Charter will be designated under any applicable national or international law, regulations or treaties imposing trade and economic sanctions.

38.2	The Charterers and the Owners further undertake to each other that any performance under this Charter will not infringe any sanctions or restrictions under any applicable national law, regulation, treaties or trade or economic sanctions.

38.3

The Owners hereby guarantee that on the Delivery Date the Vessel and/or the Owners are not blacklisted, or under any kind of sanctions, by any state or organization, such as, but not limited to ITF, OFAC, EU, UK, any marine insurance providers, including P&I clubs, or the Arab Boycott League and that the Vessel has not trade in the last 24 months in any of the following countries/area, Cuba, Iran, North Korea, Crimea and Syria.

39.1	This Charter shall be binding upon and ensure for the benefit of the Owners and the Charterers and their respective successors and permitted assigns.

39.2

The Owners shall not be entitled to assign or transfer any of their rights or obligations under this Charter, unless with the prior written consent of the Charterers. Any assignment or transfer by the Owners under this Clause shall be effected at no cost to the Charterers and without varying any of the rights of the Charterers under this Charter. The Owners agree that in case of assignment by the Owners of this Charter in accordance with this Clause 39, the Charterers shall not be obliged to make any payments or incur any additional costs which they would not have made if such assignment, transfer or change had not occurred. For the avoidance of doubt, the provisions of Clause 36.2 shall always apply.

39.3

During the Charter Period, the Owners shall not sell the Vessel except with the prior written consent of the Charterers, provided always that, notwithstanding such change, this Charter will continue on identical terms (save for logical, necessary and consequential amendments satisfactory to the Charterers) and that such change will not cause any adverse effect on the operation of the Vessel or the quiet enjoyment of the Vessel by the Charterers. All costs or expenses whatsoever arising in relation to any such transfer shall be borne by the Owners.

39.4	The Owners shall procure that there shall be no change to its shareholding during the Charter Period without the prior written consent of the Charterers.

39.5	Any and all performances of the Charterers hereunder shall be guaranteed by Seanergy Maritime Holdings Corp. (the “Charterers’ Guarantor”) in the form of a performance guarante saticfactory to the Owners and the Charterers’ Guarantor.

40.1

The Vessel shall be registered in the ownership of the Owners under the Panama flag for the Charter Period on Owners’ account. The Owners shall arrange for the termination of Vessel’s registration in their name under the Panama Flag at the end of the Charter Period and upon payment of the Purchase Option Price.

40.2

Notwithstanding Clause 40.1 above and Clause 10(d), the Charterers shall be entitled to register the Vessel in their name as bareboat charters under the Marshall Islands flag as Bareboat Charter Registry on the condition that any expenses and costs of such registration in the Bareboat Charter Registry shall be for the Charterers’ account. The Owners hereby undertake to take all such steps to obtain and furnish such documents (including but not limited to any consent letter of the Owners and/or the mortgagee (if any)) and take such other actions as the Charterers may reasonably request in order to facilitate the bareboat charter registration of the Vessel under the Bareboat Charter Registry. In addition, the Charterers shall arrange (at their risk, time and cost) for the termination of the Bareboat Charter Registry at the end of the Charter Period or termination of this Charter, if earlier. The Owners hereby undertake to take all such steps to obtain and furnish such documents and take such other actions as the Charterers may reasonably request in order to facilitate the sale and registration of the Vessel in the name of the Charterers under Bareboat Charter Registry the Charterers may designate and the termination of the Bareboat Charter Registry.

40.3

Subject only to prior notification to the relevant authorities of the flag State of the Vessel at the time, the Charterers shall be entitled from time to time to change the name of the Vessel provided however that any costs incurred by the Owners, shall be for the account of the Charterers. The Owners shall have no right to change the name and/or flag of the Vessel during the Charter Period.

41.	Owners’ covenants

41.1

The Owners hereby covenant and undertake, that the Charterers shall not be disturbed or interfered with their quiet use, possession and enjoyment of the Vessel and their operation of the Vessel (except as expressly provided for herein).  The Owners and Charterers acknowledge that this provision is not contradictory with any other rights of the Owners under this Charter.

41.2

If the Vessel is under arrest, detention, seizure or confiscation as a result of the Owners’ default, omission, negligence or misconduct, the Owners shall arrange immediately for the release of the Vessel from such arrest, detention, seizure or confiscation, provided that there is not any contributory negligence from the Charterers prohibiting the Owners from effecting such a release.

41.3

During the Charter Period the Owners shall do all that may be necessary to maintain such documentation and registration in force and so that the Owners shall be held to be the sole and absolute owners of the whole of the Vessel, provided that any annual tonnage taxes and reasonable expenses and fees and other expenses whatsoever for maintenance and operation of such documentation and registration (including fees payable to lawyers) shall be borne and paid by the Charterers in accordance with this Charter.

42	Owners’ defaults

42.1	It is hereby agreed between the Owners and the Charterers that upon occurrence of any of the following events or any other act or omission in breach of the Owners’ obligations under this Charter (a “Default”) which is proven by the Charterers:

(a)

title of the Vessel is or has become invalid due to any misconduct or negligence of the Owners which has the effect of causing registration of the Vessel to be cancelled or annulled;

(b)

ownership of the Vessel is transferred by the Owners in violation of this Charter;

(c)

the Owners fail to maintain their corporate existence or any required authorisation which may at any time be required for the continued performance of all of the Owners’ obligations under or with respect to this Charter;

(d)

the Vessel is under arrest, detention, seizure or confiscation as a result of the Owners’ default, negligence, omission or misconduct and the Owners fail to procure the release of the Vessel within forty-five (45) days of the arrest, detention, seizure, confiscation;

(e)

there is a change in the legal and/or beneficial owner of the shares in the Owners without the Charterers’ prior written approval;

(f)

the Owners fail to transfer to the Charterers or their nominee legal title to the Vessel when required under this Charter;

(g)

the Owners are clearly in breach of the quiet enjoyment covenants provided under Clause 41.1; or

(h)

the Owners are in breach of Clause 36.2,

(i)

stop paying charterhire from the date of such Default until such Default is rectified to the satisfaction of the Owners (whereupon the Charterers must again pay Charterhire in full) without any interest being accruing in respect of such unpaid Charterhire under Clause 11 or otherwise; and

(ii)

if such Default is not remedied within fourteen (14) running days after its occurrence, terminate this Charter and to acquire the Vessel in accordance with the term of Clause 36. Upon receiving the relevant payment the Owners shall transfer to the Charterers or their nominee title to the Vessel on substantially the terms set out in Clause 36. Any losses or damages sustained by the Charterers and caused by the Owners’ default will be set-off against the Purchase Option Price.

42.2

Upon termination of this Charter by the Charterers in accordance with Clause 42.1 and provided that the Charterers do not seek to acquire the Vessel, the Owners shall also bear the additional reasonable cost to take redelivery of the Vessel incurred by the Charterers due to such Default, refund the Advanced Hire (as per Clause 32(b)) and bear all costs and expenses for the termination of the Bareboat charter registration with the Bareboat Charter Registry (but the Charterers shall remain liable to redeliver the Vessel to the Owners in accordance with the relevant provisions hereof relating to the redelivery of the Vessel).

43.1

Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address, facsimile number or e-mail address appearing below (or at such other address, facsimile number or e-mail address as such party may hereafter specify for such purposes to the other by notice in writing):

(a)

if to the Owners at:

43.2

A written notice includes a notice by facsimile or e-mail. A notice or other communication received on a non-working day or after business hours in the place of receipt shall be deemed to be served on the next following working day in such place. Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received on delivery to the addressee of such communication, any communication by e-mail shall be deemed to be received upon receipt of the transmission by the addressee in fully legible form and any communication by facsimile shall be deemed to be received upon appropriate acknowledgment by the addressee’s receiving equipment.

43.3	All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certified English translation.

(a)	each Party may make disclosures with respect to this Agreement with the express prior written consent of the other Party; and

(b)

each Party may make appropriate disclosures on a need to know basis and subject to similar disclosure restrictions to their respective shareholders or prospective shareholders, bankers or other financiers, auditors or professional advisors, or as necessary to rating agencies, or as required by the rules or regulations of any applicable stock exchange or similar body (whether or not having the force of law), or as required by any court order or applicable law, rule or regulation.

46.	Miscellaneous

46.3	The remedies provided in this Charter are cumulative and are not exclusive of any remedies provided by law.

46.4	If any provision of this Charter is prohibited or unenforceable in any jurisdiction such prohibition or unenforceability shall not invalidate the remaining provisions hereof or affect the validity or enforceability of such provision in any other jurisdiction.

46.5	This Charter may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Charter by signing any such counterpart.

46.6	Any person who is not a party to this Charter shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

46.7	In the event of any inconsistency in the terms set out in Part I and Part II of this Charter and the Additional Clauses (i.e. Clauses 32 to 48) of this Charter, then the terms of the Additional Clauses shall prevail.

46.8

The Owners shall, in agreement with the Charterers, take all reasonable steps to mitigate any circumstances which arise and which would result in any gross up or other increased amounts becoming payable under or pursuant to any Clause of this Charter including (but not limited to) transferring its rights and obligations under this Charter to an Affiliate.

47.1

The provisions of this clause shall apply in relation to any sanction, prohibition or restriction imposed on any specified persons, entities or bodies including the designation of specified vessels or fleets under United Nations Resolutions or trade or economic sanctions, laws or regulations of the European Union or the United States of America.

47.2

The Owners and the Charterers respectively warrant for themselves that at the date of this fixture and throughout the duration of this Charter they are not subject to any of the sanctions, prohibitions, restrictions or designation referred to in Clause 47.1 which prohibit or render unlawful any performance under this Charter or any sublet or any Bills of Lading.

47.3

If at any time during the performance of this Charter either party becomes aware that the other party is in breach of warranty as aforesaid, the party not in breach shall comply with the laws and regulations of any Government to which that party or the Vessel is subject, and follow any orders or directions which may be given by anybody acting with powers to compel compliance, including where applicable the Owners’ flag State. In the absence of any such orders, directions, laws or regulations, the party not in breach may, in its option, terminate the Charter forthwith or, if cargo is on board, direct the Vessel to any safe port of that party’s choice and there discharge the cargo or part thereof.

47.4	If, in compliance with the provisions of this Clause, anything is done or is not done, such shall not be deemed a deviation but shall be considered due fulfilment of this Charter.

47.5	Notwithstanding anything in this Clause to the contrary, the Owners or the Charterers shall not be required to do anything which constitutes a violation of the laws and regulations of any State to which either of them is subject.

47.6	The Owners or the Charterers shall be liable to indemnify the other party against any and all documented claims, losses, damage, costs and fines whatsoever suffered by the other party directly resulting from any breach of warranty as aforesaid.