(1)

OMEGA FOURTEEN MARINE CORP., 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 borrower (the “Borrower”)

(2)

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 “Corporate Guarantor”)

(3)

NATIONAL BANK OF GREECE S.A., acting through its office at 2, Bouboulinas Street & Akti Miaouli, Piraeus 18535, Greece, as lender (the “Original Lender”)

(A)

The Lender has agreed to make available to the Borrower a secured term loan facility, in a single advance, in an amount of up to the lesser of (i) $45,000,000, (ii) 46,5 per cent. of the Acquisition Cost of the Ship and (ii) 52 per cent. of the Initial Market Value of the Ship, for the purpose of financing part of the Acquisition Cost of the Ship.

(B)

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

1

Definitions and Interpretation

1.1

Definitions

(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)

in respect of any Term Rate Loan:

(i)

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

(ii)

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

(b)

in respect of any Compounded Rate Loan, any amount specified as such in the Compounded Rate Terms.

(a)

the fixing of an interest rate in respect of a Term Rate Loan;

(b)

any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

(c)

the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan or otherwise in relation to the determination of the length of such an Interest Period,

(a)

an interest bearing USD current account in the name of the Borrower or an Approved Manager held with the Account Bank designated [Approved Manager] – Cash Collateral Account; or

(b)

any other account in the name of the Borrower or an Approved Manager 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;

(c)

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

(a)

is agreed in writing by the Borrower and the Lender;

(b)

specifies the relevant terms which are expressed in this Agreement to be determined by reference to the Compounded Rate Terms; and

(c)

has been made available to the Borrower and the Lender.

(a)

is agreed in writing by the Borrower and the Lender;

(b)

specified a calculation methodology for that rate; and

(c)

has been made available to the Borrower and 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 41 (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 the Borrower or the Lender in the event of requisition of the 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 the 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 the Borrower in relation to general average contribution; and

(b)

if and whenever the 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 the Ship.

(a)

an account in the name of the Borrower with the Account Bank designated “Omega Fourteen Marine Corp. - Earnings Account”;

(b)

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

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from the Ship and in connection with which the Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of the 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 paragraphs (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 Utilisation Request;

(c)

any Compounded Rate Supplement;

(d)

any Compounding Methodology Supplement;

(e)

any Security Document;

(f)

any Hedging Agreement;

(g)

any Subordination Agreement;

(h)

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

(i)

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

(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 paragraphs (a) to (h) above.

(a)

the Earnings, the Insurances and any Requisition Compensation; and

(b)

any Charter and any Charter Guarantee,

(a)

all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association, effected in relation to the Ship, its Earnings or otherwise in relation to the 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 Additional Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Term Rate Loan; or

(ii)

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

(b)

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

(ii)

if no such Term SOFR is available for a period which is less than the Interest Period of that Term Rate Loan, the RFR for the day which is two Additional 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 that Term Rate 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 27 (Changes to the Lender),

(a)

subject to paragraph (b) below, 1.30 per cent. per annum; and

(b)

for the duration of any relevant Interest Period, 0.50 per cent. per annum for any part of the Loan in respect of which the equivalent amount is deposited and blocked for the whole of the relevant Interest Period in the Cash Collateral Account in accordance with Clause 9.6 (Cash Collateral).

(a)

in respect of the calculation of the Initial Market Value of the Ship, as at a date not more than 15 days prior to the Utilisation Date;

(b)

by an Approved Valuer (one selected by the Borrower and one selected by the Lender), appointed by and reporting to the Lender;

(c)

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

(d)

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 and any other encumbrances,

(a)

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

(b)

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

other than where paragraph (b) applies:

(b)

(subject to sub-paragraph (ii) 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;

(i)

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

(ii)

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.

(c)

in relation to an Interest Period for any Compounded Rate Loan (or any other period for the accrual of commission or fees after the Rate Switch Date) for which there are rules specified as “Business Day Conventions” in the Compounded Rate Terms, those rules shall apply.

(a)

which is a time, voyage or consecutive voyage charter;

(b)

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;

(c)

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

(d)

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

(a)

any Financial Indebtedness incurred under the Finance Documents; and

(b)

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 the Borrower, the subject of Subordinated Debt Security.

(a)

Security created by the Finance Documents;

(b)

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;

(c)

liens for salvage;

(d)

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

(e)

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

(i)

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

(ii)

not being enforced through arrest; and

(iii)

subject, in the case of liens for repair or maintenance, to Clause 23.16 (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 country or territory that is the target of country-wide Sanctions, or whose government is the target of Sanctions, as applicable; or

(c)

located, berthed or anchored at prohibited ports; or

(d)

being otherwise a target of Sanctions; or

(e)

with which the Lender is prohibited from dealing or otherwise engaging in any transaction pursuant to OFAC, United Nations, European Union and HMT Sanctions; or

(f)

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

(A)

the administrator of Term SOFR or its supervisor publicly announces that such administrator is insolvent; or

(B)

information is published in any order, decree, notice or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of Term SOFR is insolvent,

(ii)

the administrator of Term SOFR publicly announces that it has ceased or will cease, to provide Term SOFR for any Quoted Tenor permanently or indefinitely and, at that time, there is no successor administrator to continue to provide Term SOFR for that Quoted Tenor;

(iii)

the supervisor of the administrator of Term SOFR publicly announces that Term SOFR has been or will be permanently or indefinitely discontinued for any Quoted Tenor; or

(iv)

the administrator of Term SOFR or its supervisor publicly announces that Term SOFR for any Quoted Tenor may no longer be used; or

(b)

the Lender gives notice in writing to the Borrower that it has or will become contrary to any law or regulation applicable to it for it to make, maintain or fund the Loan or any part of the Loan if interest is determined by reference to Term SOFR or to determine or charge interest in respect of the Loan based upon Term SOFR, or it becomes unlawful for any Affiliate of the Lender to do so; or

(c)

upon the Borrower giving at least 60 days prior written notice to the Lender, the Borrower and the Lender agree in writing that interest under this Agreement should be calculated by reference to the Compounded Reference Rate.

(a)

in the case of an occurrence of a Rate Switch Trigger Event described in sub-paragraph (i) of paragraph (a) of the definition of Rate Switch Trigger Event, the date on which Term SOFR ceases to be published or otherwise becomes unavailable;

(b)

in the case of an occurrence of a Rate Switch Trigger Event described in sub-paragraph (ii), (iii) or (iv) of paragraph (a) of the definition of Rate Switch Trigger Event, the date on which Term SOFR for the relevant Quoted Tenor ceases to be published or otherwise becomes unavailable;

(c)

in the case of an occurrence of a Rate Switch Trigger Event described in paragraph (b) of the definition of Rate Switch Trigger Event, the date specified by the relevant Lender; and

(d)

in the case of an occurrence of a Rate Switch Trigger Event described in paragraph (c) of the definition of Rate Switch Trigger Event, following a 60 days’ prior notice made by the Borrower to the Lender which the Borrower and the Lender agree in writing.

(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/he conducts its/his business; and

(d)

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

(a)

any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of the 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 the Ship (including any hijacking or theft) by any person whatsoever.

(a)

imposed by law or regulation of Greece, the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of America whether or not the Borrower or any other Transaction Obligor or any Affiliate or any of them is legally bound to comply with the foregoing; or

(b)

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

(c)

otherwise imposed by the respective governmental institutions and agencies of any of the foregoing, including without limitation, OFAC, HMT, the Council of the European Union, the United Nations or its Security Council (together, the “Sanctions Authorities”).

(a)

the Market Value of the Ship; plus

(b)

the net realisable value of any additional Security provided under Clause 24 (Security Cover) expressed as a percentage of (i) the Loan and (ii) any Hedging Close-Out Liabilities.

(a)

any Mortgage;

(b)

any General Assignment;

(c)

any Charterparty Assignment;

(d)

any Account Security;

(e)

any Manager’s Undertaking;

(f)

any Hedging Agreement Security;

(g)

any Assignment of Insurances;

(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 Borrower.

(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 that Term Rate Loan;

(b)

as otherwise determined pursuant to Clause 11.1 (Unavailability of Term SOFR before Rate Switch Date),

(a)

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

(b)

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

(a)

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

(b)

in the case of a constructive, compromised, agreed or arranged total loss of the 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 Borrower with the Ship’s insurers in which the insurers agree to treat the 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)

the MOA;

(c)

any Subordinated Finance Document;

(d)

any Charter; or

(e)

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

(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 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)

any “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)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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;

(vii)

“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;

(viii)

“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;

(ix)

“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;

(x)

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);

(xi)

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;

(xii)

a reference to the “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;

(xiii)

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

(xiv)

a time of day is a reference to London time;

(xv)

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;

(xvi)

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

(xvii)

“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 reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(f)

Any Compounded Rate Supplement overrides anything in:

(i)

Schedule 7 (Compounded Rate Terms); or

(ii)

any earlier Compounded Rate Supplement;

(g)

A Compounding Methodology Supplement relating to the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(i)

Schedule 8 (Cumulative Compounded RFR Rate), as the case may be or;

(ii)

any earlier Compounding Methodology Supplement.

(h)

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.

1.3

Construction of insurance terms

1.4

Agreed forms of Finance Documents

(a)

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

(b)

in any other form agreed in writing between the 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)

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

(c)

Any Affiliate, Receiver or Delegate or any other person described in paragraph (d) of Clause 15.2 (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

Borrower’s Agent

(a)

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

(i)

the Corporate 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 the Borrower notwithstanding that they may affect the Borrower, without further reference to or the consent of the Borrower; and

(ii)

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

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Corporate Guarantor or given to the Corporate Guarantor under any Finance Document on behalf of the Borrower or in connection with any Finance Document (whether or not known to the Borrower) shall be binding for all purposes on the Borrower as if the Borrower had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Corporate Guarantor and the Borrower, those of the Corporate Guarantor shall prevail.

3

Purpose

3.1

Purpose

3.2

Monitoring

4

Conditions of Utilisation

4.1

Initial conditions precedent

4.2

Conditions precedent to prepositioning of funds

(a)

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

(i)

no Default has occurred or would result from the proposed Loan;

(ii)

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

(iii)

there has been no material adverse change in the assets, business or financial condition of any Obligor; and

(b)

the Lender has received on or before the Utilisation Date, or is satisfied that it will receive when the Loan is released to the Seller in accordance with Clause (Payment to the Borrower and prepositioning of funds), 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

Conditions precedent to release of prepositioned funds

(a)

on the Delivery Date and before the Loan is released:

(i)

no Default has occurred or would result from the proposed Loan;

(ii)

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

(iii)

there has been no material adverse change in the assets, business or financial condition of the Borrower and the Corporate Guarantor; and

(b)

on the Delivery Date, the Lender has received or is satisfied it will receive when the Loan is released, all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent) as they relate to the Loan, in form and substance satisfactory to the Lender.

4.4

Notification of satisfaction of conditions precedent

4.5

Waiver of conditions precedent

5

Utilisation

5.1

Delivery of a Utilisation Request

(a)

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

(a)

The currency specified in a Utilisation Request must be dollars.

5.4

Loan

5.5

Cancellation of Commitment

5.6

Payment to the Borrower and prepositioning of funds

(a)

The Borrower has agreed with the Seller pursuant to the terms of the MOA part of the balance funds relating to the acquisition of the Ship following its delivery, should be remitted directly to the Builder.

(b)

The Lender shall, on the Utilisation Date, at the request of the Borrower, on terms acceptable to the Lender in its absolute discretion and subject to the provisions of Clause 4.2 (Conditions precedent to prepositioning of funds), pay the Loan to the Earnings Account for further

(i)

the amount remitted shall be held in suspense in the Builder’s account of the Relevant Bank to the order of the Lender and shall only be released pursuant to the conditions set out in the MT199 conditional payment agreed between the Lender, the Builder, the Borrower and the Relevant Bank;

(ii)

such amount will only be released to the Builder upon the receipt of (a) the protocol of delivery and acceptance duly signed by (i) the Seller and (ii) the Builder under the Shipbuilding Contract, (b) the protocol of delivery and acceptance duly signed by (i) the Seller and (ii) the Borrower under the MOA and (c) the Lender’s release instructions in the form agreed pursuant to the terms of the MT199 irrevocable swift instructions;

(iii)

in the event that none of the said amount so remitted is released in accordance with the Lender’s instructions or any part thereof is not so released, the money held by the Relevant Bank, upon the Lender’s notice to the Relevant Bank, is returned to the account specified in the Lender’s remittance instructions within one Business Day after receipt by the Relevant Bank of such notice (or such other period as the Lender may specify in tis remittance instructions) and shall be applied towards prepayment of the Loan and payment of any other amounts due under the Finance Documents;

(iv)

such prepositioning shall constitute the making of the Loan and the Borrower shall at that time become indebted, as principal and direct obligor, to the Lender in an amount equal to the Loan;

(v)

the date on which the Loan is prepositioned shall constitute the Utilisation Date; and

(vi)

the Borrower:

(A)

agrees to pay interest on the amount of the funds so prepositioned at the rate described in Clause 9.1 (Calculation of interest – Term Rate Loans) and 9.2 (Calculation of interest – Compounded Rate Loans) on the basis of successive interest periods of one day and so that interest shall be paid together with the first payment of interest on the Loan after the Utilisation Date or, if the Utilisation Date does not occur, within three Business Days of demand by the Lender; and

(B)

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

5.7

Release of prepositioned funds

6

Repayment

6.1

Repayment of the Loan

(a)

The Borrower shall repay the Loan by:

(i)

32 equal consecutive quarterly instalments, in the amount of $525,000 each (each a “Repayment Instalment” and collectively, the “Repayment Instalments”); and

6.3

Termination Date

6.4

Reborrowing

7.1

Illegality

(a)

If it becomes unlawful in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain all or any part of the Loan, or it becomes unlawful for any Affiliate of the Lender for the Lender to do so, or

(b)

the Lender shall promptly notify the Borrower upon becoming aware of that event and the Commitment will be immediately cancelled; and

(c)

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

7.2

Voluntary and automatic cancellation

(b)

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

7.3

Voluntary prepayment of Loan

7.4

Mandatory prepayment on sale or Total Loss

(a)

If the Ship is sold (without prejudice to paragraphs (a) and (b) of Clause 21.12 (Disposals)) or becomes a Total Loss, the Borrower shall prepay the Loan together with accrued interest and all other amounts accrued under the Finance Documents. Such repayment shall be made:

(i)

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

(A)

the date falling 90 days after the Total Loss Date; and

(B)

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

7.5

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 Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(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 Agreement in connection with that prepayment and, subject to any Break Costs on a Repayment Date or Interest Payment Date, without premium or penalty.

(d)

The Borrower may not reborrow any part of the Facility which is prepaid or cancelled.

(e)

The Borrower shall not 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.

(f)

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

8

Rate Switch

8.1

Switch to Compounded Reference Rate

(a)

use of the Compounded Reference Rate will replace the use of the Term Reference Rate for the calculation of interest for the Loan only once during the Security Period; and

(b)

the Loan or Unpaid Sum shall be a “Compounded Rate Loan” and Clause 9.2 (Calculation of interest – Compounded Rate Loans) shall apply to the Loan or Unpaid Sum.

8.2

Delayed switch for existing Term Rate Loans

(a)

the Loan, relevant part of the Loan or Unpaid Sum (as applicable) shall continue to be a Term Rate Loan for that Interest Period and Clause 9.1 (Calculation of interest – Term Rate Loans) shall continue to apply to the Loan, relevant part of the Loan or Unpaid Sum (as applicable) for that Interest Period;

(b)

any provision of this Agreement which is expressed to relate solely to a Compounded Rate Loan shall not apply in relation to the Loan, relevant part of the Loan or Unpaid Sum (as applicable) for that Interest Period; and

(c)

on and from the first day of the next Interest Period (if any) for the Loan, relevant part of the Loan or Unpaid Sum (as applicable):

(i)

the Loan or Unpaid Sum (as applicable) shall be a “Compounded Rate Loan”; and

(ii)

Clause 9.2 (Calculation of interest – Compounded Rate Loans) shall apply to it.

8.3

Notifications by the Lender

(a)

Following the occurrence of a Rate Switch Trigger Event, the Lender shall:

(i)

promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Borrower of that occurrence; and

(ii)

promptly upon becoming aware of the date of the Rate Switch Trigger Event Date applicable to that Rate Switch Trigger Event, notify the Borrower of that date.

(b)

The Lender shall, promptly upon becoming aware of the occurrence of the Rate Switch Date, notify the Borrower of that occurrence.

9

Interest

9.1

Calculation of interest – Term Rate Loans

(a)

the Margin; and

(b)

the Term Reference Rate.

9.2

Calculation of interest – Compounded Rate Loans

(a)

the Margin; and

(b)

the Compounded Reference Rate.

9.3

Payment of interest

(a)

In respect of a Term Rate Loan, the Borrower shall pay accrued interest on the Loan or any part of the Loan on the earlier of (i) the last day of each Interest Period and (ii) the next Repayment Date; and

(b)

In respect of a Compounded Rate Loan, the Borrower shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period,

9.4

Default interest

(a)

If a Transaction Obligor fails to pay any amount payable by it/him 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 9.4 (Default interest) shall be immediately payable by the Obligors on demand by the Lender.

(b)

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

(b)

The Lender shall promptly notify the Borrower of each Funding Rate relating to the Loan or any part of the Loan.

9.6

Cash Collateral

(a)

The Lender and the Borrower agree that the Borrower shall, at all times during the Security Period, have the option to pledge in the Cash Collateral Account, prior to the beginning of an Interest Period, additional cash deposits (the “Cash Collateral”) which shall remain blocked therein for a period at least equal to the current Interest Period for the purpose of reducing the Margin in respect of the equivalent amount of the Loan and such amount may only be withdrawn pursuant to paragraph (d) below.

(b)

The Cash Collateral shall be placed at any time, on and from the date of this Agreement and until the Lender notifies the Borrower otherwise, in a Cash Collateral Account which is a time deposit and which shall bear interest at a rate equal to the Term Reference Rate.

(c)

The reduced Margin shall:

(i)

apply to that part of the Loan, which is equal to the Cash Collateral standing to the credit of a Cash Collateral Account at such time; and

(ii)

take effect on the first day of the next Interest Period.

(i)

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

(ii)

the Borrower 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.

9.7

Hedging

(a)

On or after the Utilisation Date, the Borrower may enter into a Hedging Agreement and shall after that date maintain such Hedging Agreement in accordance with this Clause 9.7 (Hedging).

(b)

The aggregate notional amount of the transactions in respect of the Hedging Agreement shall be at least 100 per cent. of the aggregate amount of the Loan.

(c)

The Hedging Agreement shall:

(i)

be with the Lender;

(ii)

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

(iii)

have settlement dates coinciding with the Interest Payment Dates;

(iv)

be based on a 2002 ISDA Master Agreement and otherwise in form and substance satisfactory to the Lender;

(v)

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

(d)

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

(e)

If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreement exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed 100 per cent. of the Loan at that time, the Borrower must, at the request of the Lender, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Lender so that it no longer exceeds or will not exceed 100 per cent. of the Loan then or that will be outstanding.

(f)

Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreement in accordance with paragraph (e) above will be apportioned as between those transactions pro rata.

(g)

Paragraph (e) above shall not apply to any transactions in respect of the Hedging Agreement under which the Borrower does not have any actual or contingent indebtedness.

10

Interest Periods

10.1

Selection of Interest Periods

(a)

The Borrower may select the Interest Period for the Loan in the Utilisation Request. Subject to paragraph (f) below and Clause 10.2 (Changes to Interest Periods), the Borrower 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 Borrower not later than the Specified Time.

(c)

If the Borrower fails to select an Interest Period in the Utilisation Request or fails 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 10.2 (Changes to Interest Periods), be 3 Months (or any other period shorter than 3 Months at the Lender’s option).

(d)

Subject to this Clause 10 (Interest Periods), the Borrower may select an Interest Period of one (1) or three (3) Months or any other period selected by the Borrower and accepted by the Lender.

(e)

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

(f)

In respect of a Repayment Instalment, the Borrower may request in the relevant Selection Notice that an Interest Period for a part of the Loan equal to such Repayment Instalment shall end on the Repayment Date relating to it and, subject to paragraph (d) above, select a longer Interest Period for the remaining part of the Loan.

(b)

If the Lender makes any change to an Interest Period referred to in this Clause 10.2 (Changes to Interest Periods), it shall promptly notify the Borrower.

(a)

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

(b)

In respect of any Compounded Rate Loan, if there are rules specified as “Business Day Conventions” in the Compounded Rate Terms those rules shall apply to each Interest Period for that Compounded Rate Loan.

11

Changes to the Calculation of Interest

11.1

Unavailability of Term SOFR before Rate Switch Date

(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 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 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 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)

If paragraph (a) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, there shall be no Term Reference Rate for the Loan or that part of the Loan (as

11.2

Interest calculation if no RFR

(a)

there is no RFR for an RFR Banking Day during an Interest Period for the Loan or any part of the Loan for the purposes of calculating the Cumulative Compounded RFR Rate for that Interest Period; and

(b)

“Cost of funds will apply as a fallback” is specified in the Compounded Rate Terms,

11.3

Market disruption

(a)

In the case of a Term Rate Loan, if before close of business in Athens on the Quotation Day for the relevant Interest Period the Lender notifies the Borrower that is cost of funds relating to the Loan or the relevant part of the Loan would be in excess of the Term Reference Rate then Clause 11.4 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

(b)

In the case of a Compounded Rate Loan, if:

(i)

a Compounded Market Disruption Rate is specified in the Compounded Rate Terms; and

(ii)

before the Reporting Time for the Loan or any part of the Loan the Lender notified the Borrower that its cost of funds relating to the Loan or that part of the Loan would be in excess of that Compounded Market Disruption Rate,

11.4

Cost of funds

(a)

If this Clause 11.4 (Cost of funds) applies to the Loan or any part of the Loan for an Interest Period, neither Clause 9.1 (Calculation of interest – Term Rate Loans) nor Clause 9.2 (Calculation of interest – Compounded Rate Loans) shall apply to the Loan or that part of the Loan for that Interest Period and, 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

(ii)

the rate notified by the Lender to the Borrower as soon as practicable and, in any event:

(A)

in relation to a Term Rate Loan, before the date on which interest is due to be paid in respect of that Interest Period; or

(B)

in relation to a Compounded Rate Loan, by the Reporting Time for that Compounded Rate Loan,

(b)

If this Clause 11.4 (Cost of funds) applies and the Lender or the Borrower so requires, the Lender and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c)

Subject to Clause 40.1 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, be binding on all Parties.

11.5

Break Costs

13.1

Definitions

(b)

Unless a contrary indication appears, in this Clause 13 (Tax Gross Up and Indemnities) reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

13.2

Tax gross-up

(b)

The Borrower 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 Borrower and that Obligor on becoming so aware in respect of a payment payable to the Lender.

(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.

13.3

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)

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

(c)

The Lender shall, if making, or intending to make, a claim under paragraph (a) above, promptly notify the Obligors of the event which will give, or has given, rise to the claim.

13.4

Tax Credit

(a)

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

(b)

the Lender has obtained and utilised that Tax Credit,

(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.

(c)

Any reference in this Clause 13.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

(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.

13.7

FATCA Information

(a)

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

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(iii)

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

(b)

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

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(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.

(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.

14.1

Increased costs

(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.

(ii)

“CRD IV” means:

(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

(C)

any other law or regulation which implements Basel III.

(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;

(B)

an additional or increased cost; or

(C)

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

14.2

Increased cost claims

14.3

Exceptions

(a)

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

(b)

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

(c)

compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied);

(d)

compensated for by any payment made pursuant to Clause 15.3 (Mandatory Cost); or

(e)

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

15

Other Indemnities

15.1

Currency indemnity

(a)

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

(i)

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

(ii)

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

(b)

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

(c)

This Clause 15.1 (Currency indemnity) does not apply to any sum due to the Lender under the Hedging Agreement.

15.2

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 which is continuing;

(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, the Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by the Lender alone); or

(D)

the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; 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 the Lender’s gross negligence or wilful misconduct) or, in the case of any cost, loss or

(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 15.2 (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, the 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 the 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/him 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).

(f)

Any Affiliate or Receiver or Delegate or any officer or employee of the Lender, or of any of its Affiliates or any Receiver or Delegate (as applicable) may rely on this Clause 15.2 (Other indemnities) and the provisions of the Third Parties Act, subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

15.3

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),

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 pursuant to Clause 29.6 (Change of currency); 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

16.4

Reference rate transition costs

(a)

the negotiation or entry into of any Compounded Rate Supplement or Compounding Methodology Supplement; or

(b)

any amendment, waiver or consent relating to:

(i)

the transition to the Compounded Reference Rate;

(ii)

any Compounded Rate Supplement or Compounding Methodology Supplement; or

(iii)

any change arising as a result of an amendment required under Clause 40.1 (Changes to reference rates).

17

Guarantee and Indemnity

17.1

Guarantee and indemnity

(a)

guarantees to the Lender punctual performance by each Transaction Obligor other than the Corporate 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 itself) does not pay any amount when due under or in connection with any Finance Document, the Corporate 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 itself) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it/him under any Finance Document on the date when it would have been due. The amount payable by the Corporate Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity) 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 Corporate 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 Corporate Guarantor or on account of the Corporate Guarantor’s liability under this Clause 17 (Guarantee and Indemnity).

17.7

Deferral of Corporate 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 Corporate 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

Representations

18.1

General

18.2

Status

(a)

It 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.

18.3

Shares and ownership

(a)

The Borrower is authorised to issue 500 registered shares of no par value common stock, all of which shares have been issued in registered form fully paid.

(b)

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

(c)

The aggregate number of shares of stock that the Corporate Guarantor is authorised to issue is 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 35,433,544 Common Shares have been issued and are outstanding (without taking into account any shares held in treasury).

(d)

The legal title to and beneficial interest in the shares in the Corporate Guarantor is held by the persons disclosed to the Lender, free of any Security (other than Permitted Security) or any other claim.

(e)

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

18.4

Binding obligations

18.5

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.

18.6

Non-conflict with other obligations

(a)

any law or regulation applicable to it;

(b)

its constitutional documents; or

(c)

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

18.7

Power and authority

(a)

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

(i)

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

(ii)

in the case of the Borrower, its registration of the Ship under the 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.

18.8

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,

18.9

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.

18.10

Insolvency

(a)

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

(b)

creditors’ process described in Clause 26.9 (Creditors’ process),

18.11

No filing or stamp taxes

18.12

Deduction of Tax

18.13

No default

(a)

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

(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 to which its assets are subject.

18.14

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.

18.15

Financial Statements

(a)

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

(b)

Its Original Financial Statements give a true and fair view (if audited) or fairly present (if unaudited) its financial condition as at the end of the relevant financial year and the results of operations during the relevant financial year (consolidated in the case of the Corporate Guarantor).

(c)

Since 10 December 2025, there has been no material adverse change in its assets, business or financial condition (or the assets, business or financial condition of any Obligor which, in the Lender’s absolute discretion, may affect its compliance with the Finance Documents and the performance of its obligations thereunder).

(d)

Its most recent financial statements delivered pursuant to Clause 18.15 (Financial statements):

(i)

have been prepared in accordance with Clause 19.4 (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 Corporate Guarantor).

18.16

Since the date of the most recent financial statements delivered pursuant to Clause 19.2 (Financial statements) there has been no material adverse change in its or any Obligor’s business, assets or financial condition.

18.17

Pari passu ranking

18.18

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 have been started or threatened against it or any other Transaction Obligor or any other member of the Group.

(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 has been made against it or any other Transaction Obligor or any other member of the Group.

18.19

Validity and completeness of the Transaction Documents

(a)

Each of the Transaction Documents to which the Seller and each Transaction Obligor is a party constitutes legal, valid, binding and enforceable obligations of the Seller and each Transaction Obligor.

(b)

The copies of the Transaction Documents delivered to the Lender before the date of this Agreement are true and complete copies.

(c)

No amendments or additions to the Transaction Documents have been agreed nor has any of the Seller or any Transaction Obligor waived any of its respective rights under a Transaction Document.

18.20

No rebates etc.

18.21

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.

18.22

No breach of laws

18.23

No Charter

18.24

Compliance with Environmental Laws

18.25

No Environmental Claim

18.26

No Environmental Incident

18.27

ISM and ISPS Code compliance

18.28

No money laundering

(a)

The Borrower confirms that it is acting for its own account and that it shall, and shall procure that each Transaction Obligor and each other member of the Group (to the extent applicable) will not, in connection with the performance and discharge of their respective obligations and liabilities under this Agreement or any of the other Finance Documents, and the transactions and other arrangements effected or contemplated by the Finance Documents to which the Borrower is a party, use the proceeds of the Loan for any purpose which would breach or might breach applicable anti-corruption laws, including but not limited to the UK Bribery Act 2010, the United States Foreign Practices Act 1977, each as amended and in force or other similar legislation in other jurisdictions,

(b)

The Borrower shall (and shall procure that each other Transaction Obligor and each other member of the Group (to the extent applicable) will) (i) use the proceeds of the Loan for its own benefit, under its full responsibility and exclusively for the purposes specified in this Agreement and (ii) that the foregoing will not contravene or permit any subsidiary to contravene any law, official requirements or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of Directive 2015/849/EC of the Council of the European Communities as amended and in force) and comparable United States Federal laws.

(c)

The Borrower shall further submit any documents and declarations on the Lender’s reasonable request, if such documents or declarations are required by the Lender to comply with its domestic money laundering and/or legal identification requirements.

18.29

Taxes paid

(a)

It is not and no other Transaction Obligor or other member of the Group is overdue in the filing of any Tax returns and it is not and no other Transaction Obligor or 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 likely to be, made or conducted against it (or any other Transaction Obligor or any other member of the Group) with respect to Taxes.

18.30

Financial Indebtedness

18.31

Overseas companies

18.32

Good title to assets

18.33

Ownership

(a)

The Borrower, on the delivery date of the Ship, will be the sole legal and beneficial owner of the Ship, its Earnings and its Insurances.

(b)

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.

(c)

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

18.34

Centre of main interests and establishments

18.35

Place of business

18.36

No employee or pension arrangements

18.37

Sanctions

(a)

No Transaction Obligor or any Affiliate of any of them:

(i)

is a Prohibited Party;

(ii)

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

(iii)

owns or controls a Prohibited Party;

(iv)

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

(v)

is domiciled or is incorporated in any of the restricted, embargoed or sanctioned countries according to applicable Sanctions (as that term is defined in the most recent applicable laws and regulations in respect of Sanctions);

(b)

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

(c)

No proceeds, funds or benefit from any activity or dealing with a Prohibited Party are used in discharging any obligation due or owing to the Lender or are credited to any bank account held with the Lender (including without limitation, all the Accounts), and that no payment is effected, whether to discharge any obligation due or owing to such party or for any other purpose, through the use of any bank account held with the Lender.

(d)

Each Transaction Obligor and each Affiliate of any of them is in compliance with all Sanctions.

(e)

The Borrower, each other Transaction Obligor and each Affiliate of any of them (to the extent permitted by law and promptly upon becoming aware of them) supplies to the Lender details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.

18.38

US Tax Obligor

18.39

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.

18.40

Repetition

19

Information Undertakings

19.1

General

19.2

Financial statements

(a)

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

(i)

the annual audited financial statements of the Corporate Guarantor for that financial year; and

(ii)

upon the Lender’s request, the management prepared financial statements of the Borrower for that financial year; and

(b)

as soon as the same become available, but in any event within 120 days after the end of each half of its respective financial years:

(i)

the semi-annual unaudited financial statements of the Corporate Guarantor for that financial half year; and

(ii)

upon the Lender’s request, the semi-annual unaudited financial statements of the Borrower for that financial year.

19.3

Compliance Certificate

(a)

The Corporate Guarantor shall supply to the Lender, with each set of financial statements delivered pursuant to Clause 19.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b)

Each Compliance Certificate shall be signed by the Chief Financial Officer of the Corporate Guarantor.

19.4

Requirements as to financial statements

(a)

Each set of financial statements delivered by an Obligor pursuant to Clause 19.2 (Financial statements) shall be certified by an officer of the relevant company as giving a true and fair view (if audited) or fairly representing (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 delivered pursuant to Clause 19.2 (Financial statements) is prepared using IFRS, accounting practices and financial reference

(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 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.

(c)

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

19.5

DAC6

(a)

In this Clause 19.5 (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 Corporate Guarantor 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; 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 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available).

(c)

The Lender does not provide, under the terms of this present service agreement, any kind of tax advice to any Obligor in relation to its cross-border transactions or tax advice on the use of the loan facility or any kind of advisory services in relation to DAC6 opinions or any suggestions, amendments or contributions to the relevant cross-border arrangement and is not involved under any circumstances in the tax planning of any Obligor.

19.6

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;

(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;

(d)

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

(e)

promptly, such further information and/or documents regarding:

(i)

the Ship, goods transported on the Ship, the Earnings and the 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 request so as to enable the Lender to comply with any laws applicable to it or as may be required by any regulatory authority.

19.7

Notification of Default

(a)

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

(b)

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

19.8

“Know your customer” checks

(a)

If:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)

any change in the status of a Transaction Obligor (or the Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor or the Holding Company of a Transaction Obligor) after the date of this Agreement; or

(iii)

a proposed assignment by the Lender of any of its rights under this Agreement,

20

Financial Covenants

20.1

Corporate Guarantor’s Financial Covenants

(a)

the Market Adjusted Leverage shall not exceed 75 per cent.;

(b)

Liquid Funds shall not be less than (i) $10,000,000 on a consolidated basis and (ii) $750,000 per Fleet Vessel; and

(c)

its Consolidated Net Worth shall not be less than $100,000,000.

(a)

any amounts payable by the Corporate Guarantor under leases or similar arrangements over their respective periods;

(b)

any credit to the Corporate Guarantor from a supplier of goods or under any instalment purchase or other similar arrangement;

(c)

the aggregate amount then outstanding of liabilities and obligations of third parties to the extent that they are guaranteed by the Corporate Guarantor;

(d)

any contingent liabilities (including any taxes or other payments under dispute or arbitration) which have been or should be recorded in the notes to the Corporate Guarantor’s financial statements or, as the case may be, management accounts; and

(e)

any deferred tax liabilities.

(a)

the Consolidated Total Liabilities less Liquid Funds; to

(b)

the Consolidated Market Value Adjusted Total Assets.

21

General Undertakings

21.1

General

21.2

Authorisations

(a)

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

(b)

supply certified copies to the Lender of,