(1)

THETA NAVIGATION LTD, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands as a borrower (“Borrower A”)

(2)

MOONSPRITE SHIPPING CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as a borrower (“Borrower B”)

(3)

OKEANIS ECO TANKERS CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as guarantor (the “Parent Guarantor”)

(4)

ALPHA BANK S.A., acting through its office at 93, Akti Miaouli, GR 185 38, Piraeus, Greece as lender (the “Original Lender”)

(A)

The Lender has agreed to make available to the Borrowers a secured term facility of up to the lesser of (i) $130,000,000 and (ii) 60 per cent. of the aggregate Initial Market Value of the Ships, in two Advances for the purposes of:

(i)

refinancing Existing Indebtedness A by way of a loan in a principal amount of up to the lesser of (i) $66,000,000 and (ii) 60 per cent. of the Initial Market Value of Ship A;

(ii)

refinancing Existing Indebtedness B by way of a loan in a principal amount of up to the lesser of (i) $64,000,000 and (ii) 60 per cent. of the Initial Market Value of Ship B; and

(iii)

providing liquidity to the Group for working capital purposes.

(B)

The Lender has agreed to enter into interest rate swap transactions with the Borrowers from time to time to hedge the Borrowers’ exposure under this Agreement to interest rate fluctuations.

1

Definitions and Interpretation

1.1

Definitions

(a)

in relation to Advance A, 30 June 2025; and

(b)

in relation to Advance B, 30 August 2025.

(a)

the amount of the outstanding Loan; and

(b)

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

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b)

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and

(c)

in relation to the United Kingdom, the UK Bail-In Legislation.

(a)

New York, Piraeus and Athens; and

(b)

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

(a)

on and from the date of this Agreement and until the Lender notifies the Borrowers that paragraph (b) below is applicable, an interest bearing USD current account; or

(b)

at all other times, a non-interest bearing USD current account opened or (as the context may require) to be opened by the Borrowers in the name of that Borrower with the Lender,

(a)

information that:

(i)

is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 42 (Confidential Information); or

(ii)

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

(iii)

is known by the Lender before the date the information is disclosed to it by any member of the Group or any of its advisers or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(b)

any Funding Rate.

(a)

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

(b)

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

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

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

(a)

the following, save to the extent that any of them is, with the prior written consent of the Lender, pooled or shared with any other person:

(i)

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

(ii)

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

(iii)

compensation payable to a Borrower or the Lender in the event of requisition of that Ship for hire or use;

(iv)

remuneration for salvage and towage services;

(v)

demurrage and detention moneys;

(vi)

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

(vii)

all moneys which are at any time payable under any Insurances in relation to loss of hire;

(viii)

all monies which are at any time payable to a Borrower in relation to general average contribution; and

(b)

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

(a)

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

(b)

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

(c)

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

(a)

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

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than any Ship and which involves a collision between any Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or potentially liable to be arrested,

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from a Ship and in connection with which a Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or other manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

(a)

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

(b)

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

(c)

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

(a)

this Agreement;

(b)

the Nominated Family Side Letter;

(c)

each Utilisation Request;

(d)

any Security Document;

(e)

any Hedging Agreement;

(f)

any Subordination Agreement;

(g)

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

(h)

any other document designated as such by the Lender and the Borrowers.

(a)

moneys borrowed;

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(a)

that Ship’s Earnings, its Insurances and any Requisition Compensation in relation to that Ship; and

(b)

any Charter and any Charter Guarantee in relation to that Ship,

(a)

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

(b)

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

(a)

either:

(i)

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

(ii)

if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, the most recent SOFR for a day which is no more than five US Government Securities Business Days (and no less than two US Government Securities Business Days) before the Quotation Day; and

(b)

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

(a)

either

(i)

the applicable Term SOFR (as of the Specified Time) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that part of the Loan; or

(ii)

if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, SOFR for the day which is two US Government Securities Business Days before the Quotation Day; and

(b)

the applicable Term SOFR (as of the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan.

(a)

the Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become the Lender in accordance with Clause 28 (Changes to the Lender),

(a)

in respect of Borrower A, SEA 290 LEASING CO. LIMITED, whose registered office is at 27/F, Three Exchange Square, 8 Connaught Place, Hong Kong in its capacity as seller under MOA A; and

(b)

in respect of Borrower A, SEA 112 LEASING CO. LIMITED, whose registered office is at 46/F, Champion Tower, 3 Garden Road, Central, Hong Kong in its capacity as seller under MOA B.

(a)

subject to paragraph (b) below, 1.40 per cent. per annum; and

(b)

for the duration of any relevant Interest Period, 0.60 per cent. per annum for any part of the Loan in respect of which an amount of at least $1,000,000 is deposited and blocked for the whole of such Interest Period in any of the Cash Collateral Accounts in accordance with Clause 8.5 (Cash Collateral).

(a)

the market value of that Ship or vessel shown by a valuation prepared:

(i)

in relation to the Initial Market Value, as at a date not more than 30 days previously;

(ii)

at all other times 30 days previously;

(iii)

by an Approved Valuer selected and appointed by the Borrower and acceptable to the Lender;

(iv)

with or without physical inspection of that Ship or vessel (as the Lender may require); and

(v)

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

(b)

an amount determined by the Lender as being an amount equal to the amount of the usual and reasonable expenses which would be reasonably likely to be incurred in connection with a sale described in sub-paragraph (v) of paragraph (a) above.

(a)

the business, operations, property or condition (financial or otherwise) or prospects of any member of the Group or the Group as a whole; or

(b)

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

(c)

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

(a)

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

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

(a)

in relation to each Borrower, the unaudited financial statements for its financial year ended 31 December 2024; and

(b)

in relation to the Parent Guarantor, the audited consolidated financial statements for its financial year ended 31 December 2024.

(a)

a Charter:

(i)

which is a time, a voyage or consecutive voyage charter;

(ii)

the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months plus a redelivery allowance of not more than 30 days;

(iii)

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

(iv)

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

(b)

and any other Charter which is approved in writing by the Lender.

(a)

until a Utilisation Date, the relevant Existing Indebtedness;

(b)

any Financial Indebtedness incurred under the Finance Documents; and

(c)

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

(a)

Security created by the Finance Documents;

(b)

in relation to each Borrower, until the Utilisation Date of the Advance relating to the Ship to be owned by that Borrower, the Existing Security;

(c)

liens for unpaid master’s and crew’s wages in accordance with first class ship ownership and management practice and not being enforced through arrest;

(d)

liens for salvage;

(e)

liens for master’s disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and management practice and not being enforced through arrest; and

(f)

any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship:

(i)

not as a result of any default or omission by any Borrower;

(ii)

not being enforced through arrest; and

(iii)

subject, in the case of liens for repair or maintenance, to Clause 24.17 (Restrictions on chartering, appointment of managers etc.),

(a)

listed on, or owned or controlled by a person, entity or party listed on any Sanctions List; or

(b)

located in, incorporated under the laws of, or owned or controlled by or acting on behalf of a person, entity or party located in or organised under the laws of a Sanctioned Country; or

(c)

being otherwise a target of Sanctions; or

(d)

with which the Lender is prohibited from dealing or otherwise engaging in any transaction pursuant to OFAC, United Nations, European Union or His Majesty’s Treasury Sanctions; or

(e)

acting or purporting to act on behalf of any of the parties listed in paragraphs (a) through (e) above.

(a)

its Original Jurisdiction;

(b)

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

(c)

any jurisdiction where it conducts its business; and

(d)

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

(a)

any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b)

any capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever.

(a)

imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of America; or

(b)

otherwise imposed by any law or regulation binding on a Transaction Obligor or to which a Transaction Obligor is subject.

(a)

the aggregate Market Value of the Ships then subject to a Mortgage; plus

(b)

the Minimum Liquidity; plus

(c)

the net realisable value of additional Security previously provided under Clause 25 (Security Cover) expressed as a percentage of the Loan and any Hedging Close-Out Liabilities.

(a)

any Mortgage;

(b)

any Deed of Covenant;

(c)

any General Assignment;

(d)

any Account Security;

(e)

any Manager’s Undertaking;

(f)

any Charterparty Assignment;

(g)

any Hedging Agreement Security;

(h)

any Subordinated Debt Security;

(i)

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

(j)

any other document designated as such by the Lender and the Borrowers.

(a)

the Transaction Security expressed to be granted in favour of the Lender and all proceeds of that Transaction Security;

(b)

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

(c)

the Lender’s interest in any turnover trust created under the Finance Documents,

(a)

a Transaction Obligor; or

(b)

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

(a)

a Subordinated Loan Agreement; and

(b)

any other document relating to or evidencing Subordinated Liabilities.

(a)

the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

(b)

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

(a)

Advance A, the date falling seven years from the Utilisation Date of Advance A; and

(b)

Advance Bm the date falling seven years from the Utilisation Date of Advance B.

(a)

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

(b)

any Requisition of that Ship unless that Ship is returned to the full control of the relevant Borrower within 45 days of such Requisition.

(a)

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

(b)

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

(i)

the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and

(ii)

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

(c)

in the case of a Requisition, the date on which that Requisition occurs; and

(d)

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

(a)

a Finance Document;

(b)

a Subordinated Finance Document;

(c)

any MOA;

(d)

any Deed of Release;

(e)

any Charter; or

(f)

any other document designated as such by the Lender and a Borrower.

(a)

a Saturday or a Sunday; and

(b)

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

(a)

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

(b)

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

(a)

any value added tax imposed by the Value Added Tax Act 1994;

(b)

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

(c)

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

(a)

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

(b)

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

(c)

in relation to any other applicable Bail-In Legislation:

(i)

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

(ii)

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

1.2

Construction

(a)

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

(i)

the “Account Bank”, the “Lender”, any “Obligor”, any “Party”, any “Transaction Obligor” or any other person shall be construed so as to include its successors in title and permitted assigns;

(ii)

“applicable Sanctions” includes (but is not limited to):

(A)

any Sanctions applicable to any of the Obligors or any other member of the Group or any of their Affiliates, directors, officers or employees; and

(B)

any Sanctions which would otherwise apply either directly or indirectly to the performance of any of the Parties’ rights and obligations under this Agreement;

(iii)

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

(iv)

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

(v)

the Lender’s “cost of funds” in relation to the funding of the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a notional basis) which the Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of the Loan or that part of the Loan for a period equal in length to the Interest Period of the Loan or that part of the Loan;

(vi)

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

(vii)

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

(viii)

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

(ix)

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(x)

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

(xi)

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

(xii)

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(xiii)

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

(xiv)

a reference to a “Ship”, its name, its flag and, if applicable, its port of registry shall include any replacement name, flag and, if applicable, replacement port of registry, in each case, as may be approved in writing from time to time by the Lender;

(xv)

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

(xvi)

a time of day is a reference to London time;

(xvii)

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

(xviii)

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

(xix)

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

(b)

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

(c)

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

(d)

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

(e)

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

(a)

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

(b)

in any other form agreed in writing between each Borrower and the Lender.

1.5

Third party rights

(a)

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.

(b)

Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(c)

Any Affiliate, Receiver or Delegate or any other person described in paragraph (d) of Clause 14.2 (Other indemnities), may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

2

The Facility

2.1

The Facility

2.2

Borrowers’ Agent

(a)

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

(i)

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

(ii)

the Lender to give any notice, demand or other communication to that Borrower pursuant to the Finance Documents to the Parent Guarantor,

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent Guarantor or given to the Parent Guarantor under any Finance Document on behalf of a Borrower or in connection with any Finance Document (whether or not known to any Borrower) shall be binding for all purposes on that Borrower as if that 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 any Borrower, those of the Parent Guarantor shall prevail.

3

Purpose

3.1

Purpose

3.2

Monitoring

4

Conditions of Utilisation

4.1

Initial conditions precedent

4.2

Further conditions precedent

(a)

on the date of the Utilisation Request and on the proposed Utilisation Date and before the Advance is made available:

(i)

no Default is continuing or would result from the proposed Advance;

(ii)

the Repeating Representations to be made by each Transaction Obligor are true in all material respects;

(iii)

in the case of an Advance, the Ship in respect of which such Advance is to be made has neither been sold nor become a Total Loss; and

(iv)

no material adverse change in any Obligor’s assets, business or financial condition has occurred since the date of this Agreement; and

(b)

the Lender has received on the Delivery Date of each Ship, or is satisfied that it will receive when the proposed Advance is released to the Lessor in accordance with the terms of each Escrow Agreement respectively, all of the documents and other evidence listed in Part B (Conditions precedent to Utilisation) of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.

4.3

Notification of satisfaction of conditions precedent

4.4

Waiver of conditions precedent

5

Utilisation

5.1

Delivery of a Utilisation Request

(a)

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

(b)

The Borrowers may not deliver more than one Utilisation Request under each Advance.

5.2

Completion of a Utilisation Request

(a)

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

(i)

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

(ii)

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

(iii)

all applicable deductible items have been completed; and

(iv)

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

(b)

Only one Advance may be requested in each Utilisation Request.

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request must be dollars.

(b)

The amount of the proposed Advance must be an amount which is not more than:

(i)

in respect of Advance A, the lower of (i) $66,000,000 and (ii) 60 per cent. of the Initial Market Value of Ship A; and

(ii)

in respect of Advance B, the lower of (i) $64,000,000 and (ii) 60 per cent. of the Initial Market Value of Ship B.

(c)

The amount of the proposed Advance must be an amount which is not more than the Available Facility.

5.8

Prepositioning of funds

(b)

the date on which the Prepositioned Funds are prepositioned shall be constituted the Utilisation Date;

(c)

the Obligors agree to pay interest on the amount of the Prepositioned Funds and if the funds so prepositioned are not released, that interest shall be paid within three Business Days of demand by the Lender; and

(d)

the Obligors shall, without duplication, indemnify the Lender against any costs, loss or liability it may incur in connection with such arrangement.

6

Repayment

6.1

Repayment of each Advance

(a)

Advance A shall be repaid by:

(i)

28 equal consecutive quarterly instalments, in the amount of $900,000 each (each an “Instalment A” and collectively, the “Instalments A”), the first of which shall be repaid on the date falling 3 Months after the Utilisation Date of Advance A, each subsequent Instalment shall be repaid at quarterly intervals thereafter and the last Instalment shall be repaid on the relevant Termination Date; and

(ii)

a balloon payment in an amount equal to $40,800,000 (the “Balloon Instalment A” and together with the Instalments A, “Repayment Instalments A”) which shall be repaid on the relevant Termination Date.

(b)

Advance B shall be repaid by:

(i)

28 equal consecutive quarterly instalments, in the amount of $1,000,000 each (each an “Instalment B” and collectively, the “Instalments B” and together with the Instalments A, the “Instalments” ), the first of which shall be repaid on the date falling 3 Months after the Utilisation Date of Advance B, each subsequent Instalment shall be repaid at quarterly intervals thereafter and the last Instalment shall be repaid on the relevant Termination Date; and

(ii)

a balloon payment in an amount equal to $36,000,000 (the “Balloon Instalment B” and together with the Instalments B, each a “Repayment Instalment B” and together with the Repayment Instalments A, the “Repayment Instalments”) which shall be repaid on the relevant Termination Date.

6.2

Effect of cancellation and prepayment on scheduled repayments

(a)

If the whole or any part of the Commitment is cancelled under Clause 7.1 (Illegality) then the Repayment Instalments falling after that cancellation will reduce pro rata by the amount of the Commitment so cancelled.

(b)

If the whole or part of any Commitment is cancelled pursuant to Clause 5.5 (Cancellation of Commitment) or Clause 7.2 (Voluntary and automatic cancellation), the amount of each Advance then unutilised shall be reduced rateably and the Repayment Instalments for each Repayment Date falling after that cancellation will be reduced pro rata by the amount of the Commitment so cancelled.

(c)

If any part of the Loan is repaid or prepaid in accordance with Clause 7.1 (Illegality) then the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will be reduced pro rata by the amount of the Loan repaid or prepaid.

(d)

If any part of the Loan is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Loan) then the amount of the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will be reduced pro rata by the amount of the Loan repaid or prepaid.

(e)

Any partial prepayment of the Loan under Clause 7.4 (Mandatory prepayment on sale or Total Loss) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.

6.3

Termination Date

(a)

If it becomes unlawful and/or contrary to Sanctions, in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in the Utilisation or to determine or charge interest rates based upon Term SOFR, or it becomes unlawful for any Affiliate of the Lender for the Lender to do so, or

(b)

in the opinion of the Lender acting reasonably anything whatsoever is done or omitted to be done by a Transaction Obligor which would result in the Lender being in breach of or made subject to Sanctions:

(ii)

the Borrowers shall prepay the Loan on the last day of the Interest Period for the Loan occurring after the Lender has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Borrowers (being no earlier than the last day of any applicable grace period permitted by law) and the Commitment shall be cancelled; and

(iii)

accrued interest and all other amounts accrued for the Lender under the Finance Documents shall be immediately due and payable.

7.2

Voluntary and automatic cancellation

(a)

The Borrowers may, if they give the Lender not less than three Business Days’ (or such shorter period as the Lender may agree) prior notice, cancel the whole or any part (being a minimum amount of $500,000) of the Available Facility.

(b)

The unutilised Commitment (if any) shall be automatically cancelled at close of business on the relevant Utilisation Date.

7.4

Mandatory prepayment on sale or Total Loss

(a)

If a Ship is sold or becomes a Total Loss, the Borrowers shall on the Relevant Date prepay the Relevant Required Amount.

(b)

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

(i)

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

(ii)

in the case of a Total Loss of a Ship, on the earlier of:

(B)

the date of receipt by the Lender of the proceeds of insurance relating to such Total Loss.

(i)

an amount equal to the Loan multiplied by a fraction whose:

(A)

numerator is the Market Value of the Ship being sold or which has become a Total Loss determined on the date on which such sale is completed or, as the case may be, the date on which the Total Loss occurred; and

(B)

denominator is the aggregate Market Value of all Ships then subject to a Mortgage on the date on which that Ship is sold or becomes a Total Loss; and

(ii)

such part of the Loan which, after the application of the prepayment to be made of the amount referred to in paragraph (i) above, results in the Security Cover Ratio being the greater of (A) 120 per cent. and (B) the percentage which applied immediately prior to the applicable event described in paragraph (a) of this Clause 7.4 (Mandatory prepayment on sale or Total Loss).

7.6

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this

(b)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and, subject to any Break Costs, without premium or penalty.

(c)

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

(d)

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

(e)

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

8

Interest

8.1

Calculation of interest

(a)

at all times throughout the Security Period, subject to paragraph (b) below, the aggregate of the applicable:

(i)

Margin; and

(ii)

Term SOFR Reference Rate; and

(b)

on and from the date on which sub-paragraph (b)(ii) of Clause 8.5 (Cash Collateral) applies, 0.60 per cent. per annum, for any part of the Loan in respect of which an amount of $1,000,000 or more is deposited and blocked in any of the Cash Collateral Accounts in accordance with Clause 8.5 (Cash Collateral).

8.2

Payment of interest

(a)

The Borrowers shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an “Interest Payment Date”).

(b)

If an Interest Period is longer than three Months, the Borrowers shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three Monthly intervals after the first day of the Interest Period.

8.3

Default interest

(a)

If a Transaction Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Agreement) on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2.00 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Lender. Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Obligor on demand by the Lender.

(b)

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

(i)

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

(ii)

the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2.00 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

(c)

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

8.4

Notification of rates of interest

(a)

The Lender shall promptly notify the Borrowers of the determination of a rate of interest under this Agreement.

(b)

The Lender shall promptly notify the Borrowers of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.

8.5

Cash Collateral

(a)

At any time during the Security Period, a Borrower shall have the option to pledge in its Cash Collateral Account, at the beginning of an Interest Period, additional cash deposits in a minimum amount of $1,000,000 (or any increments of $1,000,000) and up to the aggregate amount of the Loan outstanding at the time, which shall remain blocked but may be withdrawn pursuant to paragraph (c) below (any such sums deposited and blocked in the Cash Collateral Account of that Borrower at any relevant time, the “Cash Collateral”). For the avoidance of doubt, the Minimum Liquidity set out in Clause 21.1 (Minimum Liquidity) shall not be considered to be part of the Cash Collateral.

(b)

The Cash Collateral shall be placed:

(i)

at any time, on and from the date of this Agreement and until the Lender notifies the Borrowers otherwise, in a Cash Collateral Account which is a time deposit and which shall bear interest at a rate equal to the Term SOFR Reference Rate; or

(ii)

following the Lender’s confirmation that such option is available, in a Cash Collateral Account that shall bear no interest.

(c)

The Cash Collateral (or any part thereof) may not be withdrawn from a Cash Collateral Account other than at the Borrowers’ request on the last day of an Interest Period provided always that:

(i)

no Event of Default has occurred which is continuing or would occur as a result of any such withdrawal;

(ii)

the Borrowers shall have given the Lender notice not later than two Business Days before the beginning of the following Interest Period, of their intention to withdraw in whole or in part the relevant Cash Collateral; and

(iii)

after such withdrawal, the aggregate amount of the Cash Collateral shall comply with the provisions of paragraphs (a) and (b) above.

8.6

Hedging

(c)

Each Hedging Agreement shall:

(i)

be with the Lender;

(ii)

be for a term ending not later than the last Termination Date;

(iii)

have settlement dates coinciding with the Interest Payment Dates;

(iv)

be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Lender; and

(v)

provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be $.

(d)

The rights of each Borrower under the Hedging Agreement shall be charged by way of security under a Hedging Agreement Security.

9

Interest Periods

9.1

Selection of Interest Periods

(a)

The Borrowers may select the Interest Period for the Loan in the Utilisation Request for the first Advance. Subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), the Borrowers may select each subsequent Interest Period in respect of the Loan in a Selection Notice.

(b)

Each Selection Notice is irrevocable and must be delivered to the Lender by the Borrowers not later than the Specified Time.

(c)

If the Borrowers fail to select an Interest Period in the first Utilisation Request or fail to deliver a Selection Notice to the Lender in accordance with paragraphs (a) and (b) above, the relevant Interest Period will, subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), be three Months.

(d)

Subject to this Clause 9 (Interest Periods), the Borrowers may select an Interest Period of one Month, three Months or any other period agreed between the Borrowers and the Lender.

(e)

An Interest Period in respect of the Loan or any part of the Loan shall not extend beyond the final Termination Date.

(f)

In respect of a Repayment Instalment, the Borrowers may request in the relevant Selection Notice that an Interest Period for a part of the Loan equal to such Repayment Instalment shall

(g)

The first Interest Period for the Loan shall start on the first Utilisation Date and, subject to paragraph (h) below, each subsequent Interest Period shall start on the last day of the preceding Interest Period.

(h)

Except for the purposes of paragraph (f) above and Clause 9.2 (Changes to Interest Periods), the Loan shall have one Interest Period only at any time.

9.2

Changes to Interest Periods

(a)

In respect of a Repayment Instalment, prior to determining the interest rate for the Loan, the Lender may establish an Interest Period for a part of the Loan equal to such Repayment Instalment to end on the Repayment Date relating to it and the remaining part of the Loan shall have the Interest Period selected in the relevant Selection Notice, subject to paragraph (d) of Clause 9.1 (Selection of Interest Periods).

(b)

If the Lender makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods), it shall promptly notify the Borrowers.

9.3

Non-Business Days

10

Changes to the Calculation of Interest

10.1

Unavailability of Term SOFR

(a)

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

(b)

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

(c)

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

(d)

Cost of funds: If paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, there shall be no Term SOFR Reference Rate for the Loan or that part of the Loan (as applicable) and Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.

10.2

Market disruption

10.3

Cost of funds

(a)

If this Clause 10.3 (Cost of funds) applies, the rate of interest on the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(e)

If this Clause 10.3 (Cost of funds) applies pursuant to Clause ‎10.2 (Market disruption) and the Funding Rate is less than the Market Disruption Rate, the Lender’s cost of funds relating to the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate.

10.4

Break Costs

11

Fees

11.1

Commitment fee

(a)

The Borrowers shall pay to the Lender a fee computed at the rate of 0.20 per cent. per annum on Advance B from time to time during the period commencing on the date of this Agreement and ending on the Utilisation Date of Advance B.

(b)

The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period of Advance B, on the earlier of (i) the last day of the Availability Period in respect of Advance B and (ii) the Utilisation Date of Advance B and, if cancelled, on the cancelled amount of the Available Facility at the time the cancellation is effective.

11.2

Arrangement fee

12

Tax Gross Up and Indemnities

12.1

Definitions

(a)

In this Agreement:

(b)

Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

(c)

This Clause 12 (Tax Gross Up and Indemnities) shall not apply to any Hedging Agreement.

12.2

Tax gross-up

(a)

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

(b)

The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrowers and that Obligor on becoming so aware in respect of a payment payable to the Lender.

(c)

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

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

(e)

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

12.3

Tax indemnity

(a)

The Obligors shall (within three Business Days of demand by the Lender) pay to the Lender an amount equal to the loss, liability or cost which the Lender determines will be or has been

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on the Lender:

(A)

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

(B)

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

(ii)

to the extent a loss, liability or cost:

(B)

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

(b)

the Lender has obtained and utilised that Tax Credit,

12.6

VAT

(b)

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

(d)

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

(a)

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

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party; and

(iii)

any duty of confidentiality.

(d)

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

12.8

FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.

(i)

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

(ii)

compliance with any law or regulation made,

(iii)

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

(b)

In this Agreement:

(i)

“Basel III” means:

(A)

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

(B)

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

(A)

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as amended by, amongst others, Regulation (EU) 2019/876;

(B)

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended by, amongst others, Directive (EU) 2019/878; and

(iii)

“Increased Costs” means:

(A)

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

(C)

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

13.3

Exceptions

(c)

compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);

14.1

Currency indemnity

14.2

Other indemnities

(a)

Each Obligor shall, on demand, indemnify the Lender and any Receiver and Delegate against:

(i)

any cost, loss or liability incurred by it as a result of:

(A)

the occurrence of any Event of Default;

(B)

a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date;

(C)

funding, or making arrangements to fund, an Advance requested by the Borrowers in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by the Lender alone);

(D)

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

(E)

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

(ii)

any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Lender (otherwise than by reason of

(b)

Each Obligor shall, on demand, indemnify the Lender, each Affiliate of the Lender and any Receiver and Delegate and each officer or employee of the Lender or its Affiliate or any Receiver or Delegate (as applicable) (each such person for the purposes of this Clause 14.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

(c)

No Party other than the Lender or the Receiver or Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Lender or the Receiver or Delegate (as applicable) in respect of any claim it might have against the Lender or the Receiver or Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property.

(d)

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

(i)

arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or

(ii)

in connection with any Environmental Claim.; and

(e)

Each Obligor shall, on demand, indemnify the Lender and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:

(i)

in relation to or as a result of:

(A)

any failure by a Borrower to comply with its obligations under Clause 16 (Costs and Expenses);

(B)

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

(C)

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

(D)

the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Lender and each Receiver and Delegate by the Finance Documents or by law;

(E)

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

(F)

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

(G)

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

(ii)

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

14.3

Mandatory Cost

(a)

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

(b)

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

15

Mitigation by the Lender

15.1

Mitigation

(a)

The Lender shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities), Clause 13 (Increased Costs) or paragraph (a) of Clause 14.3 (Mandatory Cost) including (but not limited to) assigning its rights under the Finance Documents to another Affiliate or Facility Office.

(b)

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

15.2

Limitation of liability

(a)

Each Obligor shall, on demand, indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 15.1 (Mitigation).

(b)

The Lender is not obliged to take any steps under Clause 15.1 (Mitigation) if either:

(i)

a Default has occurred and is continuing; or

(ii)

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

16

Costs and Expenses

16.1

Transaction expenses

(a)

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

(b)

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

16.2

Amendment costs

(a)

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

(b)

an amendment is required either pursuant to Clause 30.6 (Change of currency) or as contemplated in Clause 41.1 (Changes to reference rate); or

(c)

a Transaction Obligor requests, and the Lender agrees to, the release of all or any part of the Security Assets from the Transaction Security,

16.3

Enforcement and preservation costs

17

Guarantee and Indemnity – Parent Guarantor

17.1

Guarantee and indemnity

(a)

guarantees to the Lender punctual performance by each Transaction Obligor other than the Parent Guarantor of all such other Transaction Obligor’s obligations, under the Finance Documents;

(b)

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

(c)

agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of a Transaction Obligor (other than the Parent Guarantor) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity – Parent Guarantor) if the amount claimed had been recoverable on the basis of a guarantee.

17.2

Continuing guarantee

17.3

Reinstatement

17.4

Waiver of defences

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

any insolvency or similar proceedings.

17.5

Immediate recourse

17.6

Appropriations

(a)

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

(b)

hold in an interest-bearing suspense account any moneys received from the Parent Guarantor or on account of the Parent Guarantor’s liability under this Clause 17 (Guarantee and Indemnity – Parent Guarantor).

17.7

Deferral of Parent Guarantor’s rights

(a)

to be indemnified by a Transaction Obligor;

(b)

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

(c)

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

(d)

to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Parent Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity);

(e)

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

(f)

to claim or prove as a creditor of any Transaction Obligor in competition with the Lender.

17.8

Additional security

17.9

Applicability of provisions of Guarantee to other Security

18

Joint and Several Liability of the Borrowers

18.1

Joint and several liability

18.2

Waiver of defences

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(j)

any insolvency or similar proceedings.

18.3

Principal Debtor

18.4

Borrower restrictions

(a)

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

exercise or assert any combination of the foregoing.

(b)

If during the Security Period, the Lender, by notice to a Borrower, requires it to take any action referred to in paragraph (a) above in relation to any other Borrower, that Borrower shall take that action as soon as practicable after receiving the Lender’s notice.

18.5

Deferral of Borrowers’ rights

(a)

to be indemnified by any other Borrower; or

(b)

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

19

Representations

19.1

General

19.2

Status

(a)

Each Obligor is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.

(b)

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

19.3

Share capital and ownership

(a)

Each Borrower is authorised to issue 500 registered and/or bearer shares of no par value common stock, all of which shares have been issued and are fully paid and non-assessable.

(b)

The legal title to and beneficial interest in the shares in each Borrower is held by the Parent Guarantor free of any Security (other than Permitted Security) or any other claim.

(c)

None of the shares in any Borrower is subject to any option to purchase, pre-emption rights or similar rights.

(d)

The aggregate number of shares of stock that the Parent Guarantor is authorised to issue 600,000,000 registered shares of capital stock with a par value of $0.001 each, of which (i) 500,000,000 registered shares of common stock, each with a par value US$0.001 per share (the “Common Shares”) and (ii) 100,000,000 registered shares of preferred stock, each with a par value of US$0.001, of which 32,890,000 Common Shares have been issued.

(e)

The Approved Commercial Manager is authorised to issue 500 registered and/or bearer shares of no par value common stock, all of which shares have been issued in registered form fully paid.

(f)

The legal title to and beneficial interest in the shares in the Approved Commercial Manager is held by the Parent Guarantor.

(g)

The Approved Technical Manager is authorised to issue 600 registered shares of no par value common stock, all of which shares have been issued in registered form fully paid.

(h)

The legal title to and beneficial interest in the shares in the Approved Technical Manager is held by the members of the Nominated Family.

19.4

Binding obligations

19.5

Validity, effectiveness and ranking of Security

(a)

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

(b)

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

(c)

The Transaction Security granted by it to the Lender has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking Security.

(d)

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

19.6

Non-conflict with other obligations

(a)

any law or regulation applicable to it;

(b)

the constitutional documents of any member of the Group; or

(c)

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

19.7

Power and authority

(a)

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

(i)

in the case of Borrower A, its registration of Ship A under its Approved Flag; and

(ii)

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

(b)

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

19.8

Validity and admissibility in evidence

(a)

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

(b)

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

19.9

Governing law and enforcement

(a)

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

(b)

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

19.10

Insolvency

(a)

corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 27.8 (Insolvency proceedings); or

(b)

creditors’ process described in Clause 27.9 (Creditors’ process),

19.11

No filing or stamp taxes

19.12

Deduction of Tax

19.13

No default

(a)

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

(b)

No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or

19.14

No misleading information

(a)

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

(b)

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

(c)

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

19.15

Financial Statements

(a)

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

(b)

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

(c)

There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent Guarantor) since 31 December 2024 .

(d)

Its most recent financial statements delivered pursuant to Clause 20.2 (Financial statements):

(i)

have been prepared in accordance with Clause 20.4 (Requirements as to financial statements); and

(ii)

give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of the Parent Guarantor).

(e)

Since the date of the most recent financial statements delivered pursuant to Clause 20.2 (Financial statements) there has been no material adverse change in its or any Transaction Obligor’s business, assets or financial condition.

19.16

Pari passu ranking

19.17

No proceedings pending or threatened

(a)

No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its

(b)

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

19.18

Validity and completeness of each Deed of Release and each MOA

(a)

Each Deed of Release and each MOA constitutes legal, valid, binding and enforceable obligations of the Lessor.

(b)

The copies of each Deed of Release and each MOA delivered on the Delivery Date of each Ship accordingly are true and complete copies.

(c)

No amendments or additions to each Deed of Release and each MOA have been agreed nor have any rights under each Deed of Release and each MOA been waived.

19.19

No rebates etc.

19.20

Valuations

(a)

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

(b)

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

(c)

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

19.21

No breach of laws

19.22

No Charter

19.23

Compliance with Environmental Laws

19.24

No Environmental Claim

19.25

No Environmental Incident

19.26

ISM and ISPS Code compliance

19.27

Taxes paid

(a)

It is not and no other member of the Group is materially overdue in the filing of any Tax returns and it is not (and no other member of the Group is) overdue in the payment of any amount in respect of Tax.

(b)

No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any other member of the Group) with respect to Taxes.

19.28

Financial Indebtedness

19.29

Overseas companies

19.30

Good title to assets

19.31

Ownership

(a)

With effect on and from the Delivery Date of Ship A, Borrower A is the sole legal and beneficial owner of Ship A, its Earnings and its Insurances.

(b)

With effect on and from the Delivery Date of Ship B, Borrower B is the sole legal and beneficial owner of Ship B, its Earnings and its Insurances.

(c)

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

(d)

The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrowers on creation or enforcement of the security conferred by the Security Documents.

19.32

Centre of main interests and establishments

19.33

Place of business

19.34

No employee or pension arrangements

19.35

Sanctions

(a)

No Transaction Obligor, and none of its Subsidiaries and none of their respective directors, officers or employees or, to the best of the knowledge of each such Transaction Obligor, its agents:

(i)

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

(ii)

owns or controls or is an Affiliate of a Prohibited Person;

(iii)

is in breach of applicable Sanctions; or

(iv)

has received notice of or is aware of any claim, action, suit, proceedings or investigation against it with respect to Sanctions.

(b)

Each Transaction Obligor, its Subsidiaries and their respective directors, officers and employees and, to the best of the knowledge of each such Transaction Obligor its agents, are in compliance with applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in such Transaction Obligor being designated as a Prohibited Person.

(c)

None of the Ships is a Sanctioned Ship.

19.36

US Tax Obligor

19.37

Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws

(a)

Each Obligor and every other member of the Group has conducted its businesses in compliance with any Anti Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws applicable to it, and has instituted and maintains as at the date of this Agreement adequate policies and procedures, designed to promote and achieve compliance with such laws.

(b)

Neither any member of the Group, nor any agent, director, employee or officer of any member of the Group has, to the best of its knowledge and belief (having made due and careful enquiry), made or received, or directed or authorised any other person to make or receive, any offer, payment or promise to pay, of any money, gift or other thing of value, directly or indirectly, to or for the use or benefit of any person, where this violates or would violate, or creates or would create liability for it or any other person under, any Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.

(c)

Neither any Obligor nor any member of the Group, nor any agent, director, employee or officer of any Obligor or member of the Group is, to the best of its knowledge and belief (having made due and careful enquiry), being investigated by any agency, or party to any proceedings, in each case in relation to any Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.

(d)

Each Obligor further represents and warrants that no funds or other consideration that each such Obligor or any member of the Group contributes in connection with any transaction under this Agreement will have been derived from or related to any activity that is deemed criminal under Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.

19.38

Repetition

20

Information Undertakings

20.1

General

20.2

Financial statements

(a)

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

(i)

their respective unaudited financial statements for that financial year; and

(ii)

the audited consolidated financial statements of the Parent Guarantor for that financial year; and

(b)

as soon as the same become available, but in any event within 90 days after the end of each quarter of the financial year of the Parent Guarantor the consolidated unaudited financial statements of the Parent Guarantor for that financial quarter (commencing with the financial statements for the 3-month period, ending on 31 August 2025).

20.3

Compliance Certificate

(a)

The Parent Guarantor shall supply to the Lender, with each set of financial statements delivered pursuant to Clause 20.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b)

Each Compliance Certificate shall be signed by either the Chief Financial Officer or the Treasurer of the Parent Guarantor.

20.4

Requirements as to financial statements

(a)

Each set of financial statements delivered by an Obligor pursuant to Clause 20.2 (Financial statements) shall be certified by an officer of the relevant company as fairly presenting (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up.

(b)

The Obligors shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.2 (Financial statements) is prepared using IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in IFRS, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Lender:

(i)

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

(ii)

sufficient information, in form and substance as may be required by the Lender, to enable the Lender to determine whether Clause 21 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.

20.5

DAC6

(a)

In this Clause 20.5 (DAC6), “DAC6” means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any replacement legislation applicable in the United Kingdom.

(b)

The Borrowers shall supply to the Lender:

(i)

promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Transaction Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6 or is required to be disclosed pursuant to The International Tax Enforcement (Disclosable Arrangements) Regulations 2023; and

(ii)

promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 or under The International Tax Enforcement (Disclosable Arrangements) Regulations 2023 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available).

20.6

Information: miscellaneous

(a)

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

(b)

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

(c)

promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member of the Group and which might have a Material Adverse Effect;

(d)

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

(e)

promptly, such further information and/or documents regarding:

(i)

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

(ii)

the Security Assets;

(iii)

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

(iv)

the financial condition, business and operations of any member of the Group,

(f)

promptly, such further information and/or documents as the Lender may reasonably request so as to enable the Lender to comply with any laws applicable to it or as may be required by any regulatory authority.