Euroseas (ESEA) 20-F2022 FY Annual report (foreign)

Rena Shipping Ltd ("Borrower A") and Emmanuel Shipping Ltd ("Borrower B") each a company incorporated under the law of the Republic of Marshall Islands, with registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (together, the "Borrowers" and each a "Borrower") jointly and severally; and

HSBC BANK plc, of 8 Canada Square, London, E14 5HQ, England (the "Lender").

Borrower A has purchased Vessel A from Seller A on the terms of the MOA A and has registered Vessel A under the flag of the Republic of Marshall Islands. Borrower B has purchased Vessel B from Seller B on the terms of the MOA B and has registered Vessel B under the flag of the Republic of Marshall Islands.

The Lender has agreed to advance to the Borrowers up to the lesser of (a) $19,250,000 and (b) 55% of the aggregate Market Values of the Vessels in order to finance general corporate purposes of the Borrowers and the Guarantor.

Definitions and Interpretation

Definitions   In this Agreement:

in respect of Clauses 14.2 (Other indemnities), 18.1.26 (Sanctions), 21.2 (Sanctions), 21.4 (Compliance with laws), 21.5 (Sanctions and Vessel trading), a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified; and

in any other case, in relation to any person a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

information is published that reasonably confirms the administrator of the Term SOFR is insolvent and, at that time, there is no successor administrator to continue to provide that Term SOFR;

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

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

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

the supervisor of the Term SOFR publicly announces or publishes information stating that that Term SOFR for any Quoted Tenor is no longer or will no longer be representative of the underlying market and the economic reality that it is intended to measure and that such representativeness will not be restored (as determined by such supervisor), and with awareness that any such announcement or publication will engage certain triggers for fallback provisions in contracts which may be activated by any such pre-cessation announcement or publication.

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 Unpaid Sum to the last day of the current Interest Period in respect of the Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

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.

the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and

the lower bound of that target range.

Term SOFR for that US Government Securities Business Day; and

the Central Bank Rate prevailing at close of business on that US Government Securities Business Day, in each case as calculated by the Lender excluding the highest spread (and, if there is more than one highest spread, only one of those highest spreads) and lowest spread (or, if there is more than one lowest spread, only one of those lowest spreads).

the Business Day and time notified by the Lender to the Borrower pursuant to clause 10.2.1 of Changes to Reference Rate as the date and time at which the amendments to be effected pursuant to Changes to Reference Rate become effective and, if there is more than one utilisation, the Lender may specify Changes to Reference Rate Effective Dates for each Utilisation; or

the Business Day and time determined pursuant to clause 10.2.2 of Changes to Reference Rate as the date and time at which the amendments to be effected pursuant to Changes to Reference Rate become effective and, if there is more than one Utilisation the date determined for each such Utilisation.

is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 31 (Confidentiality); or

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

is known by the Lender before the date the information is disclosed to it by any Obligor, any other 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 any Obligor or any other member of 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.

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 Loan (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

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 preventing that, or any other Party:

from performing its payment obligations under the Finance Documents; or

from communicating with other Parties in accordance with the terms of the Finance Documents,

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

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than a Vessel and which involves a collision between a Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which that Vessel is actually or potentially liable to be arrested, attached, detained or injuncted and a Vessel, any Obligor, any operator or manager of a Vessel or any combination of them is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

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

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

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

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

Clause 1.10 (Contractual Recognition of Bail-In);

the definition of "Unpaid Sum";

Clause 12 (Tax Gross up and Indemnities); 

Clause 22.2 ‎(Acceleration); and

Clause 29.3 (Day Count Convention and Interest Calculation).

moneys borrowed and debit balances at banks or other financial institutions;

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

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

the amount of any liability in respect of any finance or capital lease;

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

any Treasury Transaction (and, when calculating the value of that Treasury 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 Treasury Transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of (i) an underlying liability of an entity which is not an Obligor which liability would fall within one of the other sections of this definition or (ii) any liabilities of any Obligor relating to any-post retirement benefit scheme;

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under GAAP;

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than thirty days after the date of supply;

any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in (a) to (j).

either:

the applicable Term SOFR for the longest period (for which Term SOFR is available) which is less than the relevant Interest Period; or

if the relevant Interest Period is less than one month, SOFR published on the day selected by the Lender for the purposes of the calculation; and

the applicable Term SOFR for the shortest period (for which Term SOFR is available) which exceeds the relevant Interest Period.

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

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

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

they will remain the commercial or technical manager of the Vessels (as the case may be); and

they will not, without the prior written consent of the Lender, subcontract or delegate the commercial or technical management of the Vessels (as the case may be) to any third party; and

the interests of the Managers in the Insurances (other than the right to be reimbursed for protection and indemnity claims under the "pay and be paid" rule) will be assigned to the Lender with first priority; and

(following the occurrence of an Event of Default which is continuing) all claims of the Managers against the Borrowers (as the same may be) shall be subordinated to the claims of the Lender under the Finance Documents.

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

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

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

any Transaction Encumbrance ;

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

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

liens for salvage;

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

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

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

not being enforced through arrest,

the target of Sanctions; or

located, organised or resident in a country or territory that is, or whose government is, the target of Sanctions (currently, the Crimea region, Cuba, Iran, North Korea and Syria).

the applicable Term SOFR for a period equal in length to that Interest Period; or

as otherwise determined pursuant to Clause 10 (Changes to the calculation of Interest),

its Original Jurisdiction;

any jurisdiction where any asset (other than a Vessel) subject to or intended to be subject to a Security Document to be executed by it is situated and, in relation to a Vessel the flag of that Vessel;

any jurisdiction where it conducts its business; and

the United States of America;

the United Nations;

the European Union;

the United Kingdom;

Hong Kong;

the respective Governmental Authorities of any of the foregoing, including without limitation, OFAC, the US Department of State and Her Majesty's Treasury; or

any other authority which may impose Sanctions that are binding upon any Obligor, any member of the Group or any Affiliate of any of them at any relevant time, as advised by the Lender to the Borrowers.

an actual, constructive, arranged, agreed or compromised total loss of a Vessel; or

the requisition for title or compulsory acquisition of a Vessel by any government or other competent authority (other than by way of requisition for hire); or

the capture, seizure, arrest, detention, hijacking, theft, condemnation as prize, confiscation or forfeiture of a Vessel (not falling within (b)), unless that Vessel is released and returned to the possession of the relevant Borrower within 60 days after the capture, seizure, arrest, detention, hijacking, theft, condemnation as prize, confiscation or forfeiture in question.

a Saturday or Sunday; and

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

an Obligor which is resident for tax purposes in the US; or

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

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

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

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

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

the "Lender", either "Borrower", any "Obligor", any "Secured Party" or any "Party" shall be construed so as to include its successors in title, permitted assignees and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

a document in "agreed form" is a document which is previously agreed in writing by or on behalf of the Borrowers and the Lender or, if not so agreed, is in the form specified by the Lender;

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

a "Finance Document", a "Security Document", a "Relevant Document" or any other agreement or instrument is a reference to that Finance Document, Security Document, Relevant Document or other agreement or instrument as amended, novated, supplemented, extended or restated from time to time;

"guarantee" means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

"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;

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

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

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

a time of day (unless otherwise specified) is a reference to London time.

Headings   Section, Clause and Schedule headings are for ease of reference only.

Defined terms   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.

Default   A Default and/or an Event of Default is "continuing" if it has not been remedied or waived.

Rate for a period equal in length   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.

Currency symbols and definitions   "$", "USD" and "dollars" denote the lawful currency of the United States of America.

Third party rights

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

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

Any Receiver or Delegate may, subject to this Clause 1.8 and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

Offer letter   This Agreement supersedes the terms and conditions contained in any correspondence relating to the subject matter of this Agreement exchanged between the Lender and the Borrowers or their representatives before the date of this Agreement.

Contractual recognition of bail-in

In this Clause 1.10:

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;

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

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.

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;

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

in relation to any other applicable Bail-In Legislation:

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

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

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

any Bail-In Action in relation to any such liability, including (without limitation):

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it;

a cancellation of any such liability; and

a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability."

Sanctions

In this Clause 1.11:

The Sanctions Provisions shall only apply for the benefit of the Lender to the extent that the making, the receiving of the benefit of and/or, where applicable, the repetition of these representations and warranties, and the compliance with these undertakings do not result in a violation of or conflict with:

any provision of Council Regulation (EC) 2271/1996 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom;

if applicable, any provision of Council Regulation (EC) 2271/1996 of 22 November 1996 protecting against the effects of the extra-territorial application of legislation adopted by a third country, and actions based thereon or resulting therefrom (as it forms part of the domestic law of the United Kingdom by virtue of the 2018 Withdrawal Act) and any provisions of the Sanctions and Anti-Money Laundering Act 2018;

if applicable, section 7 of the German Foreign Trade Regulation (Außenwirtschaftsverordnung) (in conjunction with section 4 paragraph 1 of No.3 foreign trade law (AWG) (Außenwirtschaftsgesetz)); or

any similar applicable anti-boycott law or regulation.

The Loan

Purpose

Purpose   The Borrowers shall apply the Loan for the purposes referred to in Preliminary (B).

Monitoring   The Lender shall not be bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

Conditions of Utilisation

Initial conditions precedent

Further conditions precedent

no Default is continuing or would result from the advance of the Loan;

the representations made by the Borrowers under Clause 18 (Representations) are true in all material respects; and

no event or series of events has occurred which is likely to have a Material Adverse Effect.

Conditions subsequent   The Borrowers undertakes to deliver or to cause to be delivered to the Lender within fourteen (14) Business Days (or as specifically otherwise specified in Part II of Schedule 1 (Conditions Subsequent)) after the Utilisation Date the additional documents and other evidence listed in Part II of Schedule 1 (Conditions Subsequent).

No waiver   If the Lender in its sole discretion agrees to advance all or any part of the Loan to the Borrowers before all of the documents and evidence required by Clause 4.1 (Initial conditions precedent) have been delivered to or to the order of the Lender, the Borrowers undertake to deliver all outstanding documents and evidence to or to the order of the Lender no later than thirty (30) days after the Utilisation Date or such other date specified by the Lender.

Form and content   All documents and evidence delivered to the Lender under this Clause shall:

be in form and substance acceptable to the Lender; and

if required by the Lender, be certified, notarised, legalised or attested in a manner acceptable to the Lender.

Advance

Delivery of a Utilisation Request   The Borrowers may request the Loan to be advanced by delivery to the Lender of a duly completed Utilisation Request not more than ten (10) and not later than three (3) Business Days before the proposed Utilisation Date.

Completion of a Utilisation Request   A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

it is signed by an authorised signatory of each Borrower;

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

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

Currency The currency specified in a Utilisation Request must be dollars.

Lender's compliance with a Utilisation Request   Subject to Clauses 2 (The Loan), 3 (Purpose) and 4 (Conditions of Utilisation), the Lender shall comply with a Utilisation Request by advancing the Loan through the Facility Office.

Cancellation of undrawn amount   The availability of the Loan shall be cancelled at the end of the Availability Period to the extent that it is undrawn at that time.

Repayment

Repayment of Loan   The Borrowers agree to repay the Loan to the Lender by ten (10) consecutive quarterly instalments, the first nine (9) such instalments each in the amount of one million dollars ($1,000,000) and the tenth (10^th) and final such instalment in the sum of ten million two hundred and fifty thousand dollars $10,250,000 (comprising an instalment of one million ($1,000,000), and a balloon payment in the sum of nine million two hundred and fifty thousand dollars ($9,250,000) (the "Balloon")), the first instalment falling due on the date which is three (3) Months after the Utilisation Date and subsequent instalments falling due at consecutive intervals of three Months thereafter, with the tenth (10^th) and final instalment falling due not later than the Termination Date.

Reduction of Repayment Instalments   If the aggregate amount advanced to the Borrowers is less than nineteen million two hundred and fifty thousand dollars ($19,250,000) the amount of each Repayment Instalment (including the Balloon) shall be reduced pro rata to the amount actually advanced.

Reborrowing   The Borrowers may not reborrow any part of the Loan which is repaid.

Illegality, Prepayment and Cancellation

Illegality   If in any applicable jurisdiction it becomes unlawful (other than by reason of Sanctions) for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain the Loan or it becomes unlawful for any Affiliate of the Lender for the Lender to do so:

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

upon the Lender notifying the Borrowers, the availability of the Loan will be immediately cancelled; and

the Borrowers shall repay the Loan on the last day of the current Interest Period or, if earlier, the date specified by the Lender in the notice delivered to the Borrowers (being no earlier than the last day of any applicable grace period permitted by law).

Voluntary cancellation   The Borrowers may, if they give the Lender not less than fourteen (14) Business Days' (or such shorter period as the Lender may agree) prior notice, cancel the whole or any part (being a minimum amount of $200,000) of the undrawn amount of the Loan.

Voluntary prepayment of Loan   The Borrowers may prepay the whole or any part of the Loan freely and without penalty on the final day of an Interest Period (but, if in part, being an amount that reduces the Loan by an amount which is an integral multiple of $200,000 subject as follows:

they give the Lender not less than five (5) Business Days' (or such shorter period as the Lender may agree) prior notice);

the Loan may only be prepaid after the last day of the Availability Period; and

any prepayment under this Clause 7.3 shall satisfy the obligations under Clause 6.1 (Repayment of Loan) by reducing the amount of the remaining Repayment Instalments and the Balloon on a pro rata basis.

Right of cancellation and prepayment

If:

any sum payable to the Lender by the Borrowers is required to be increased under Clause 12.2.3 (Tax gross-up); or

the Lender claims indemnification from the Borrowers under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs);

On the last day of the Interest Period which ends after the Borrowers have given notice under Clause 7.4.1 (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay the Loan together with all interest and other amounts accrued under the Finance Documents.

Mandatory prepayment on sale or Total Loss If a Vessel is sold by a Borrower or becomes a Total Loss, the Borrowers shall, simultaneously with any such sale or on the earlier of the date falling one hundred and twenty (120) days after any such Total Loss and the date on which the proceeds of any such Total Loss are realised, make a prepayment of the Loan in an amount equivalent to the aggregate of (a) the amount equal to the amount of the Loan on the date on which such prepayment is required to be made multiplied by the relevant Prepayment Ratio and (b) any additional amount in respect of the remaining Loan as may be required to ensure that the VTL Coverage in respect of the remaining Vessel is fully complied with following such sale or Total Loss.

Mandatory prepayment on change of ownership of Guarantor

If, without the prior written consent of the Lender (such consent not be unreasonably withheld), there is a Change of Control, the Borrowers shall promptly notify the Lender upon becoming aware of that event and, if the Lender so requires, the Lender shall, by no less than ten (10) days' notice to the Borrowers declare the Loan, together with accrued interest and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Loan and all such outstanding interest and amounts will become immediately due and payable provided that in the case of Clause 7.6.2(b) below, the Borrowers will first have the option to rectify the Security Cover Ratio within fifteen (15) Business Days.

For the purpose of paragraph 7.6.1 above, "Change of Control" means:

the members of the Nominated Family cease to own directly or indirectly more than 10% of the shares (and the voting rights attaching to those shares) in the Guarantor; or

the members of the Nominated Family own directly or indirectly between 10.1% to 19.9%, (inclusive) of the shares (and the voting rights attaching to those shares) in the Guarantor and the Security Cover Ratio is equal to or less than 143% of the Loan.

The Borrowers shall (and shall procure that the Guarantor shall) promptly notify the Lender of any covenants regarding the Change of Control of the Guarantor agreed with its financiers and if the Lender (acting reasonably) considers that those terms agreed with any other financiers are more favourable than those set out in this Clause 7.6, then the Borrowers shall (and shall procure that the Guarantor shall) provide amended terms on equivalent terms to those deemed by the Lender (acting reasonably) to be more favourable and acceptable to the Lender (acting reasonably).

Restrictions   

Any notice of prepayment or cancellation given under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant prepayment or cancellation is to be made and the amount of that prepayment or cancellation.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs (if paid on a date that is not an Interest Payment Date) and subject to Clause 7.3 (Voluntary prepayment of Loan), Clause 7.5 (Mandatory prepayment on sale or Total Loss) and Clause 7.6 (Mandatory prepayment on change of ownership of Guarantor), without premium or penalty.

The Borrowers shall not repay, prepay or cancel all or any part of the Loan except at the times and in the manner expressly provided for in this Agreement.

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

Interest

Calculation of interest   The rate of interest on the Loan for each relevant Interest Period is the percentage rate per annum which is the aggregate of the applicable:

Margin; and

the Reference Rate.

Payment of interest   The Borrowers shall pay accrued interest on the Loan on the last day of each Interest Period.

Default Interest In the event of a failure by the Borrowers to pay any amount on the date on which such amount is due and payable pursuant to this Agreement and/or any of the other Finance Documents (unless otherwise specifically provided in any Finance Document) and following notice by the Lender to the Borrowers in respect of such failure, the Borrowers shall pay interest at the rate of two per cent (2%) higher than the rate provided under Clause 8.1 (Payment of Interest), up to the date of actual payment (both before and after judgment), compounded at such intervals as the Lender shall in its discretion determine. Any interest accruing under this Clause 8.3 (Default Interest) in respect of an unpaid amount shall be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount and shall be due and payable at the end of the period by reference to which is calculated or such other date or dates as the Lender may specify by written notice to the Borrowers.

Notifications

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

The Lender shall promptly notify the Borrowers of the determination of a rate of interest to which Clause 10 (Changes to the calculation of Interest) applies.

Hedging arrangements

Each of the Borrowers may:

enter into and maintain each Hedging Agreement and effect and maintain such trades under it as the Lender shall approve or require, including but not limited to ensuring that each Hedging Agreement has a term expiring on the Termination Date and has scheduled payment dates that coincide with the Repayment Dates;

at all times comply with the terms of each Hedging Agreement;

on request from the Lender reduce the notional amount of the hedging arrangement effected under a Hedging Agreement by an amount and in a manner satisfactory to the Lender where the Lender considers the nominal amount of such arrangements exceeds the amount of the Loan; and

(subject to Clause 8.6.1(a) above) ensure no Borrower shall enter into any other hedging or currency management arrangements, options or other derivative transactions without the prior written consent of the Lender.

No Borrower may amend or waive the terms of any Hedging Agreement without the prior written consent of the Lender.

No Borrower shall assign, novate or encumber or in any other way transfer any of their rights or obligations under a Hedging Agreement.

The Lender may amend or waive any term of a Hedging Agreement in accordance with the terms of such Hedging Agreement if that amendment or waiver does not breach another term of this Agreement.

Interest Periods

Selection of Interest Periods   The Borrowers may select in a written notice to the Lender the duration of an Interest Period for the Loan subject as follows:

each notice is irrevocable and must be delivered to the Lender by the Borrowers not later than 11.00 a.m. on the Quotation Day;

if the Borrowers fail to give a notice in accordance with Clause 9.1.1, the relevant Interest Period will, subject to Clauses 9.1 (Interest Periods to meet Repayment Dates) and 9.3 (Non-Business Days), be three (3) Months;

subject to this Clause 9, the Borrowers may select an Interest Period of three Months;

an Interest Period shall not extend beyond the Termination Date; and

each Interest Period shall start on the Utilisation Date or (if the Loan is already made) on the last day of its preceding Interest Period and end on the date which numerically corresponds to the Utilisation Date or the last day of the preceding Interest Period in the relevant calendar month except that, if there is no numerically corresponding date in that calendar month, the Interest Period shall end on the last Business Day in that Month.

Interest Periods to meet Repayment Dates   If an Interest Period will expire after the next Repayment Date, there shall be a separate Interest Period for a part of the Loan equal to the Repayment Instalment due on that next Repayment Date and that separate Interest Period shall expire on that next Repayment Date.

Non-Business Days   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).

Changes to the Calculation of Interest

Unavailability of Term SOFR

If no Term SOFR is available for an Interest Period, the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to that Interest Period.

If (a) no Term SOFR is available for an Interest Period and (b) it is not possible to calculate the Interpolated Term SOFR for that Interest Period, the applicable Reference Rate for that Interest Period shall be the most recent Term SOFR for a period equal in length to that Interest Period on a day which is no more than three US Government Securities Business Days before the first day of that Interest Period (the "Term SOFR Fallback");

If (a) no Term SOFR is available for an Interest Period, (b) it is not possible to calculate the Interpolated Term SOFR for that Interest Period and (c) no Term SOFR Fallback is available for that Interest Period, the applicable Reference Rate shall be the most recent Interpolated Term SOFR for a period equal in length to that Interest Period on a day which is no more than three US Government Securities Business Days before the first day of that Interest Period (the "Interpolated Term SOFR Fallback").

If (a) no Term SOFR is available for an Interest Period, (b) it is not possible to calculate the Interpolated Term SOFR for that Interest Period, (c) no Term SOFR Fallback is available for that Interest Period and (d) it is not possible to calculate the Interpolated Term SOFR Fallback, the applicable Reference Rate shall be the percentage rate per annum which is the aggregate of:

the Central Bank Rate at close of business on the first day of that Interest Period; and

the applicable Central Bank Rate Adjustment.

In the event of a Benchmark Transition Event, the applicable Reference Rate shall be the sum of:

the alternate benchmark rate (which may be a simple or compounded risk-free rate or, as appropriate, a central bank rate, fixed rate, a term rate or such other rate calculated by the Lender) that has been selected by the Lender giving due consideration to:

any selection or recommendation of a replacement rate or the mechanism for determining such a rate by a relevant Governmental body (or committee convened by such body); or

any evolving or then-prevailing market convention for determining a rate of interest as a replacement for the then current Reference Rate; and

the Margin; and

the Benchmark Replacement Adjustment,

Changes to Reference Rate

On or after the occurrence of a Benchmark Transition Event, the Lender may amend this Agreement to replace the then current interest rate benchmark with a Benchmark Replacement. Any such amendment will become effective on the Changes to Reference Rate Effective Date without any further action or consent of the Borrowers, provided that the Lender has not received written notice of objection to such amendment from the Borrowers by 5:00 p.m. (Athens time) on the tenth Business Day after the Lender has provided such amendment to the Borrower.

If the Lender receives written notice of objection in accordance with Clause 10.2.1, the Borrowers and Lender shall promptly enter into negotiations in good faith with a view to agreeing the amendments to this Agreement to replace the existing interest rate benchmark with a Benchmark Replacement as soon as reasonably practicable after the Lender has received written notice of objection and in any event within 30 Business Days from the start of such negotiations. Any such amendments will become effective on such date as agreed between the Lender and the Borrowers as the Changes to Reference Rate Effective Date.

In connection with the implementation of a Benchmark Replacement, the Lender will have the right to make any consequential changes that the Lender determines are appropriate to reflect the adoption, implementation and administration of such Benchmark Replacement from time to time and any changes to include fallbacks in the event the Benchmark Replacement is not available. Any amendments implementing such changes will become effective after the Lender has provided such amendment to the Borrowers without the need for any further action or consent of the Borrowers.

The Lender will notify the Borrowers if it proposes to exercise its rights under Clause 10.2.1. Any determination, decision or election that may be made by the Lender pursuant to Changes to Reference Rate will be conclusive and binding absent manifest error and may be made in the Lender’s sole discretion.

Each Borrower shall, at the request of the Lender, take such action as is available to it for the purpose of authorising or giving effect to the amendments effected or to be effected pursuant to Changes to Reference Rate and, if any security or guarantee has been granted in respect of this Agreement, to ensure the perfection, protection or maintenance of any such security or guarantee.

The terms of this Clause 10.2 shall apply notwithstanding any other provision of this Agreement

Break Costs

The Borrowers shall, within three (3) Business Days of demand by the Lender, pay to the Lender its Break Costs (if any) attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrowers on a day prior to the last day of an Interest Period for the Loan or Unpaid Sum.

The Lender shall, as soon as reasonably practicable after a demand by the Borrowers, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become, or may become, payable.

Fees

Commitment Fee   The Borrowers shall pay to the Lender a fee computed at the rate of zero point five per cent (0.5%) per annum on the undrawn amount of the Loan for the period commencing on the signing date of this Agreement and ending on the earlier of (a) the last date of the Availability Period, (b) the Utilisation Date and (c) (on the cancelled amount of the Loan) at the time the cancellation of the Loan is effective. The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period, on the Utilisation Date and (on the cancelled amount of the Loan) at the time the cancellation is effective.

Arrangement fee The Borrowers shall pay to the Lender on the Utilisation Date an arrangement fee in an amount equal to zero point six per cent (0.6%) of the final amount to be advanced to the Borrowers by the Lender under this Agreement.

Tax Gross Up and Indemnities

Definitions   In this Agreement:

is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

is:

a company resident in the United Kingdom for United Kingdom tax purposes;

a partnership each member of which is:

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

is a Treaty Lender.

a company resident in the United Kingdom for United Kingdom tax purposes;

a partnership each member of which is:

a company so resident in the United Kingdom; or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

is treated as a resident of a Treaty State for the purposes of the Treaty;

does not carry on a business in the United Kingdom through a permanent establishment with which the Loan is effectively connected.

Tax gross-up

Each Borrower shall (and the Borrowers shall procure that each other Obligor will) make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law, subject as follows.

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

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

A payment shall not be increased under Clause 12.2.3 by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

the payment could have been made to the Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date the Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

the Lender is a Qualifying Lender solely by virtue of (b) of the definition of Qualifying Lender and:

an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a "Direction") under section 931 of the ITA which relates to the payment and the Lender has received from the Obligor making the payment a certified copy of that Direction; and

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

the Lender is a Qualifying Lender solely by virtue of (b) of the definition of "Qualifying Lender" and:

the Lender has not given a Tax Confirmation to the Borrowers; and

the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrowers, on the basis that the Tax Confirmation would have enabled the Borrowers to have formed a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the ITA; or

the Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had the Lender complied with its obligations under Clause 12.2.7 or Clause 12.2.7 (as applicable).

If an Obligor is required to make a Tax Deduction, the Borrowers shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrowers shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) deliver to the Lender a statement under section 975 of the ITA or other evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority;

Subject to 12.2.7(b), if the Lender is a Treaty Lender, the Lender and each Borrower shall co-operate (and each Borrower shall procure that each other Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate) in completing any procedural formalities necessary for that Borrower (or other Obligor) to obtain authorisation to make that payment without a Tax Deduction.

If the Lender is a Treaty Lender which holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, the Lender shall confirm its scheme reference number and its jurisdiction of tax residence to the Borrowers, and, having done so, the Lender shall be under no obligation pursuant to 12.2.7(a).

Tax indemnity

Each Borrower shall (within three (3) Business Days of demand by the Lender) pay to the Lender, if the Lender is a Protected Party, an amount equal to the loss, liability or cost which the Lender determines will be or has been (directly or indirectly) suffered for or on account of Tax by the Lender in respect of a Finance Document.

Clause 12.3.1 shall not apply:

with respect to any Tax assessed on the Lender:

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

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

to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 12.2 (Tax gross-up);

would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in Clause 12.2.4 (Tax gross-up) applied; or

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

If the Lender makes or intends to make a claim under Clause 12.3.1 as a Protected Party, the Lender shall promptly notify the Borrowers of the event which will give, or has given, rise to the claim.

Tax Credit   If an Obligor makes a Tax Payment and the Lender determines that:

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 required; and

the Lender has obtained and utilised that Tax Credit,

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

VAT

All amounts expressed to be payable under a Finance Document by any Obligor to the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by the Lender to any Obligor under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and the Lender must promptly provide an appropriate VAT invoice to the Borrowers).

Where a Finance Document requires any Obligor to reimburse or indemnify the Lender for any cost or expense, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or expense, including such part thereof 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.

Any reference in this Clause 12.6 to any Obligor shall, at any time when such Obligor is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994) or any equivalent person in any jurisdiction other than the United Kingdom.

In relation to any supply made by the Lender to any Obligor under a Finance Document, if reasonably requested by the Lender, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) promptly provide the Lender with details of that Obligor's VAT registration and such other information as is reasonably requested in connection with the Lender's VAT reporting requirements in relation to such supply.

FATCA information

Subject to Clause 12.7.3, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party;

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

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

If a Party confirms to another Party pursuant to Clause 12.7.1(b) 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.

Clause 12.7.1 shall not oblige the Lender to do anything, and Clause 12.7.1(c) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with Clause 12.7.1(a) or 12.7.1(b) (including, for the avoidance of doubt, where Clause 12.7.3 applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

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

where a Borrower is a US Tax Obligor, the date of this Agreement; or

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

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

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

If any withholding certificate, withholding statement, document, authorisation or waiver provided to a Borrower by the Lender pursuant to Clause 12.7.5 is or becomes materially inaccurate or incomplete, the Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to that Borrower unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify that Borrower).

FATCA Deduction

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

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

Increased Costs

Increased costs   Subject to Clause 13.4 (Exceptions) the Borrowers shall, within three (3) Business Days of a demand by the Lender, pay to the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation or (iii) the implementation or application of or compliance with Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, the Lender or any of the Lender's Affiliates).

In this Agreement:

"Basel III" means:

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

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

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

"CRD IV" means EU CRD IV and UK CRD IV.

"EU CRD IV" means:

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

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.

"UK CRD IV" means:

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 as it forms part of domestic law of the United Kingdom by virtue of the 2018 Withdrawal Act;

the law of the United Kingdom or any part of it, which immediately before IP Completion Day (as defined in the 2020 Withdrawal Act) implemented Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and its implementing measures; and

direct EU legislation (as defined in the 2018 Withdrawal Act), which immediately before IP Completion Day (as defined in the 2020 Withdrawal Act) implemented EU CRD IV as it forms part of domestic law of the United Kingdom by virtue of the 2018 Withdrawal Act.

"Increased Costs" means:

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

an additional or increased cost; or

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

Increased cost claims

If the Lender intends to make a claim pursuant to Clause 13.1 (Increased costs) the Lender shall promptly notify the Borrowers of the event giving rise to the claim.

The Lender shall, as soon as practicable after a demand by the Borrowers, provide a certificate confirming the amount of its Increased Costs.

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

attributable to a Tax Deduction required by law to be made by the Borrowers;

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

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

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

Hedging Agreement  This Clause 13 shall not apply to any Hedging Agreement.

Other Indemnities

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

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

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

Other indemnities

The Borrowers shall, within five (5) Business Days of demand, indemnify each Secured Party against any cost, loss or liability incurred by that Secured Party as a result of:

the occurrence of any Event of Default which is continuing;

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

funding, or making arrangements to fund, the Loan following delivery by the Borrowers of the Utilisation Request but the Loan not being advanced 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

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

The Borrowers shall promptly indemnify the Lender, each Affiliate of the Lender and each officer or employee of the Lender or its Affiliate (each such person for the purposes of this Clause 14.2 an "Indemnified Person") against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Encumbrance constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, a Vessel, unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person. Any Affiliate or any officer or employee of the Lender or its Affiliate (subject to the caveats contained herein) may rely on this Clause 14.2 subject to Clause 1.8 (Third party rights) and the provisions of the Third Parties Act.

Subject to any limitations set out in Clause 14.2.2, the indemnity in that Clause shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

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

in connection with any Environmental Claim.

The Borrowers shall promptly indemnify the Lender as holder of any of the Security Documents and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

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

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

the taking, holding, protection or enforcement of the Security Documents;

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;

any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents to which it is a party; or

acting as holder of any of the Security Documents, Receiver or Delegate or otherwise relating to any of the Security Assets (otherwise, in each case, than by reason of the relevant Lender's, Receiver's or Delegate's gross negligence or wilful misconduct).

Indemnity survival   The indemnities contained in this Agreement shall survive repayment of the Loan.

Mitigation by the Lender

Mitigation   The Lender shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in the Loan ceasing to be available or any amount becoming payable under or pursuant to any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. The above does not in any way limit the obligations of any Obligor under the Finance Documents.

Limitation of liability   The Borrowers shall promptly indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 15.1 (Mitigation). The Lender is not obliged to take any steps under Clause 15.1 (Mitigation) if, in its opinion (acting reasonably), to do so might be prejudicial to it.

Costs and Expenses

Transaction expenses   The Borrowers shall on demand and in any event by not later than thirty (30) days following such demand, pay the Lender and any Receiver or Delegate the amount of all costs and expenses (including, without limitation, all agreed legal fees, VAT, disbursements and correspondent lawyers’ fees provided that the demand for payment is accompanied by the respective invoice) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

this Agreement and any other documents referred to in this Agreement;

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

any other document which may at any time be required by the Lender to give effect to any Finance Document or which the Lender is entitled to call for or obtain under any Finance Document (including, without limitation, any valuation of a Vessel and a Fleet Vessel, subject to Clause 17.15); and

any discharge, release or reassignment of any of the Security Documents.

Amendment costs   If an Obligor requests an amendment, waiver or consent the Borrowers shall, within three (3) Business Days of demand, reimburse the Lender for the amount of all costs and expenses (including legal fees and currency exchange costs) reasonably incurred by the Lender and any Receiver or Delegate in responding to, evaluating, negotiating or complying with that request or requirement provided that no sum shall be payable under this Clause if the relevant request for an amendment, notice, waiver or consent are rejected by the Lender and/or are not granted (as applicable).

Enforcement and preservation costs   The Borrowers shall, within three (3) Business Days of written demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Encumbrances and any proceedings instituted by or against the Secured Party as a consequence of entering into a Finance Document taking or holding the Transaction Encumbrances or enforcing those rights including (without limitation) any losses, costs and expenses which that Secured Party may from time to time sustain, incur or become liable for by reason of that Secured Party being mortgagee of a Vessel and/or a lender to the Borrowers, or by reason of that Secured Party being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of a Vessel.

Other costs   The Borrowers shall, within three (3) Business Days of demand, pay to each Secured Party the amount of all sums which that Secured Party may pay or become actually or contingently liable for on account of a Borrower in connection with a Vessel (whether alone or jointly or jointly and severally with any other person) including (without limitation) all sums which that Secured Party may pay or guarantees which it may give in respect of the Insurances, any expenses incurred by that Secured Party in connection with the maintenance or repair of a Vessel or in discharging any lien, bond or other claim relating in any way to a Vessel, and any sums which that Secured Party may pay or guarantees which it may give to procure the release of a Vessel from arrest or detention and in relation to currency exchange cost.

Security Documents and Application of Moneys

Security Documents   As security for the payment of the Indebtedness, the Borrowers shall execute and deliver to the Lender or cause to be executed and delivered to the Lender the following documents in such forms and containing such terms and conditions as the Lender shall require:

a first preferred mortgage over each Vessel;

a first priority deed of assignment of the Insurances, Earnings, Charter Rights and Requisition Compensation of each Vessel;

a guarantee and indemnity from the Guarantor;

a first priority charge of all issued shares of each of the Borrowers from the Chargor;

a first priority account security deed in respect of all amounts from time to time standing to the credit of each of the Earnings Accounts;

a first priority account security deed in respect of all amounts from time to time standing to the credit of each of the Cash Collateral Accounts;

letters of undertaking, including an assignment of each Vessel's Insurances, from the Managers in respect of each Vessel;

first priority assignments of the Hedging Agreements; and

first priority assignment of each Vessel's Insurances from the Guarantor.

Accounts The Borrowers shall maintain the Earnings Accounts and the Cash Collateral Accounts with the relevant Account Holder for the duration of the Facility Period free of Encumbrances and rights of set off other than those created by or under the Finance Documents.

Earnings   Each Borrower shall procure that all Earnings in respect of its Vessel and any Requisition Compensation in respect of its Vessel are credited to its Earnings Account.

Application of the Earnings Accounts The Borrowers shall procure that there is transferred from the Earnings Accounts to the Lender:-

on each Repayment Date, the amount of the Repayment Instalment then due; and

on each Interest Payment Date, the amount of interest then due

Borrowers' obligations not affected   If for any reason the amount standing to the credit of the Earnings Accounts is insufficient to pay any Repayment Instalment or to make any payment of interest when due, the Borrowers' obligation to pay that Repayment Instalment or to make that payment of interest shall not be affected.

Release of surplus Any amount remaining to the credit of the Earnings Accounts following the making of any transfer required by Clause 17.4 (Application of the Earnings Accounts) shall (unless a Default shall have occurred and be continuing) be released to or to the order of the Borrowers.

Restriction on withdrawal   During the Facility Period no sum may be withdrawn from:

the Earnings Accounts without the prior written consent of the Lender (except in accordance with this Clause 17); and

the Cash Collateral Accounts without the prior written consent of the Lender.

Relocation of the Accounts  Any time after the occurrence of a Default which is continuing, the Lender may without the consent of the Borrowers instruct the relevant Account Holder to relocate any of the Accounts to any other branch of the relevant Account Holder, without prejudice to the continued application of this Clause 17 and the rights of the Secured Parties under the Finance Documents.

Access to information   The Borrowers agree that the Lender (and its nominees) may from time to time during the Facility Period review the records held by the relevant Account Holder (whether in written or electronic form) in relation to the Accounts and irrevocably waives any right of confidentiality which may exist in relation to those records.

Statements   Without prejudice to the rights of the Lender under Clause 17.9 (Access to information), the Borrowers shall procure that the relevant Account Holder provides to the Lender, no less frequently than each calendar month during the Facility Period, statements of account (in written or electronic form) showing all entries made to the credit and debit of each of the Accounts during the immediately preceding calendar month.

Application after acceleration   From and after the giving of notice to the Borrowers by the Lender under Clause 22.2 (Acceleration), the Borrowers shall procure that all sums from time to time standing to the credit of any of the Accounts are immediately transferred to the Lender or any Receiver or Delegate for application in accordance with Clause 17.12 (Application of moneys by Lender) and the Borrowers irrevocably authorise the Lender to instruct the relevant Account Holder to make those transfers.

Application of moneys by Lender   The Borrowers irrevocably authorise the Lender or any Receiver or Delegate to apply all moneys which it receives and is entitled to receive:

pursuant to a sale or other disposition of a Vessel or any right, title or interest in a Vessel; or

by way of payment of any sum in respect of the Insurances, Earnings, Charter Rights or Requisition Compensation; or

by way of transfer of any sum from any of the Accounts; or

otherwise under or in connection with any Security Document, in or towards satisfaction of the Indebtedness in the following order:

first, in or towards payment of any unpaid fees, costs, expenses and default interest due to the Lender and any Receiver or Delegate under all or any of the Finance Documents, such application to be apportioned between the Lender and any Receiver or Delegate pro rata to the aggregate amount of such items due to each of them;

second, in or towards payment of:

any periodical payments (not being payments as a result of termination) due but unpaid under a Hedging Agreement; and

any accrued interest, fee or commission due but unpaid under this Agreement,

third, in or towards payment of:

any sums due to be paid by the Borrowers but remaining unpaid as a result of termination under the Hedging Agreements; and

any principal due but unpaid under this Agreement,

fourth, in or towards payment of any other sum due and payable to the Lender but unpaid under all or any of the Finance Documents,

Retention on account   Moneys to be applied by the Lender or any Receiver or Delegate under Clause 17.12 (Application of moneys by Lender) shall be applied as soon as practicable after the relevant moneys are received by it, or otherwise become available to it.

Additional security Subject to Clause 7.6 (Mandatory Prepayment on change of ownership of Guarantor), if at any time the aggregate Market Values of the Vessels is less than 130% of the aggregate of (i) the Loan then outstanding (minus the value of any additional security (such value to be the face amount of the deposit in the case of cash), determined conclusively by appropriate advisers appointed by the Lender (in the case of other charged assets), and determined by the Lender in its reasonable discretion (in all other cases)) for the time being provided to the Lender under this Clause 17.14) and (ii) the amount certified by the Lender (such certificate being always issued absent manifest error) to be the amount which would be payable by the Borrowers to the Lender under any Hedging Agreement if an Early Termination Date were to occur at that time (the "VTL Coverage"), the Borrowers shall, within 30 days of the Lender's request, at the Borrowers' option:

pay to the Lender or to its nominee a cash deposit in the amount of the shortfall to be secured in favour of the Lender as additional security for the payment of the Indebtedness; or

give to the Lender other additional security in amount and form acceptable to the Lender in its discretion; or

prepay the Loan in the amount of the shortfall.

Valuation certificates

Subject to Clause 17.15.2, the Lender may obtain at the cost and expense of the Borrowers:

one valuation in respect of each Vessel from an Approved Shipbroker in order to certify the Initial Market Value of each Vessel for the purposes of determining the Maximum Vessel Loan Amount;

one valuation in respect of each Vessel per year from an Approved Shipbroker (a) for the purposes of determining the relevant percentage referred to in Clause 17.14 (Additional Security), (b) for the purposes of determining the relevant percentage referred to in Clause 7.5 (Mandatory prepayment on sale or Total Loss) and (c) for the purposes of determining the relevant percentage referred to in Clause 7.6 (Mandatory prepayment on change of ownership of Guarantor); and

one set of valuations for each Fleet Vessel from an Approved Shipbroker for the purposes of determining compliance with Clause 20.1 (Guarantor's Covenants).

Any time after the occurrence of an Event of Default which is continuing, as many sets of valuations per year as may be necessary or desirable to the Lender from the required number of Approved Shipbrokers in order to certify the Market Value of each Vessel and any Fleet Market Value.

Representations

Representations   Each Borrower makes the representations and warranties set out in this Clause 18 to the Lender:-

Status  

Each of the Obligors:

Is duly incorporated and validly existing under its Original Jurisdiction; and

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

The Guarantor is in compliance with the Republic of Marshall Islands Economic Substance Regulations 2018.

Binding obligations   Subject to the Legal Reservations:

the obligations expressed to be assumed by each of the Obligors in each of the Relevant Documents to which it is a party are legal, valid, binding and enforceable obligations; and

(without limiting the generality of Clause 18.1.2(a)) each Security Document to which it is a party creates the security interests which that Security Document purports to create and those security interests are valid and effective.

Non-conflict with other obligations   The entry into and performance by each of the Obligors of, and the transactions contemplated by, the Relevant Documents and the granting of the Transaction Encumbrances do not and will not conflict with:

any law or regulation applicable to such Obligor;

the constitutional documents of such Obligor; or

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

Power and authority

Each of the Obligors has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Relevant Documents to which it is or will be a party and the transactions contemplated by those Relevant Documents.

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

Validity and admissibility in evidence   All Authorisations required or desirable:

to enable each of the Obligors lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party or to enable the Lender to enforce and exercise all its rights under the Relevant Documents; and

to make the Relevant Documents to which any Obligor is a party admissible in evidence in its Relevant Jurisdictions,

Governing law and enforcement

The choice of governing law of any Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Obligor.

Any judgment obtained in relation to any Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Obligor.

Insolvency   No corporate action, legal proceeding or other procedure or step described in Clause 22.1.7 (Insolvency proceedings) or creditors' process described in Clause 22.1.8 (Creditors' process) has been taken or, to the knowledge of either Borrower, threatened in relation to an Obligor; and none of the circumstances described in Clause 22.1.5 (Insolvency) applies to an Obligor.

No filing or stamp taxes   Under the laws of the Relevant Jurisdictions of each relevant Obligor it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in any of those jurisdictions or that any stamp, registration, notarial or similar Tax or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except for the registration of each Mortgage at the Ships Registry where title to the relevant Vessel is registered in the ownership of the relevant Borrower and payment of associated fees, which registration and fees will be made and paid promptly after the date of the relevant Finance Document.

Deduction of Tax   None of the Obligors is required under its Original Jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Lender which is:

a Qualifying Lender falling within (a) of the definition of Qualifying Lender; or, except where a Direction has been given under section 931 of the ITA in relation to the payment concerned, a Qualifying Lender falling within (b) of the definition of Qualifying Lender; or

a Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).

No default

No Event of Default and, on the date of this Agreement and on the Utilisation Date, no Default is continuing or is reasonably likely to result from the advance of the Loan or the entry into, the performance of, or any transaction contemplated by, any of the Relevant Documents.

No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on any of the Obligors or to which its assets are subject which has or is reasonably likely to have a Material Adverse Effect.

No misleading information   Save as disclosed in writing to the Lender prior to the date of this Agreement:

all material information provided to the Lender by or on behalf of any of the Obligors or any other member of the Group on or before the date of this Agreement and not superseded before that date is accurate and not misleading in any material respect and all projections provided to the Lender on or before the date of this Agreement have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied; and

all other written information provided by any of the Obligors or any other member of the Group (including its advisers) to the Lender was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

Financial statements

The Original Financial Statements were prepared in accordance with GAAP consistently applied unless expressly disclosed to the Lender in writing to the contrary.

The unaudited Original Financial Statements fairly represent the Guarantor's consolidated financial condition and results of operations for the relevant financial year unless expressly disclosed to the Lender in writing to the contrary prior to the date of this Agreement.

The audited Original Financial Statements give a true and fair view of Guarantor's consolidated financial condition and results of operations during the relevant financial year unless expressly disclosed to the Lender in writing to the contrary prior to the date of this Agreement.

There has been no material adverse change in any Obligor's assets, business or financial condition since the date of the Original Financial Statements.

The Guarantor's most recent financial statements delivered pursuant to Clause 19.1 (Financial statements):

have been prepared in accordance with GAAP as applied to the Original Financial Statements; and

give a true and fair view of (if audited) or fairly represent (if unaudited) its consolidated financial condition as at the end of, and its consolidated results of operations for, the period to which they relate.

Since the date of the most recent financial statements delivered pursuant to Clause 19.1 (Financial statements) there has been no material adverse change in the business, assets or financial condition of any of the Obligors.

No proceedings pending or threatened No litigation, arbitration, or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against any of the Obligors.

No breach of laws   None of the Obligors or any other member of the Group has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

Environmental laws

Each of the Obligors and each other member of the Group is in compliance with Clause 21.5 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.

No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any of the Obligors or any other member of the Group where that claim has or is reasonably likely, if determined against that Obligor or other member of the Group, to have a Material Adverse Effect.

Taxation

None of the Obligors is materially overdue in the filing of any Tax returns or is overdue in the payment of any amount in respect of Tax.

No claims or investigations are being, or are reasonably likely to be, made or conducted against any of the Obligors with respect to Taxes.

Each of the Obligors (other than the Managers) is resident for Tax purposes only in its Original Jurisdiction.

Anti-corruption law    None of the Obligors, or any member of the Group nor to the knowledge of a Borrower, any director, officer, agent, employee, Affiliate or other person acting on behalf of a Borrower or an Obligor or any of their Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-corruption and anti-bribery law, including but not limited to, the UK Bribery Act and the FCPA. Furthermore, each Borrower and, to the knowledge of each Borrower, its Affiliates any member of the Group and each Obligor have conducted their businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

No Encumbrance or Financial Indebtedness

No Encumbrance (other than any Permitted Encumbrance) exists over (i) all or any of the present or future assets of either of the Borrowers and (ii) the shares of the Chargor in each of the Borrowers; and

No Borrower has any Financial Indebtedness outstanding other than as permitted by this Agreement.

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

No adverse consequences

It is not necessary under the laws of the Relevant Jurisdictions of any of the Obligors:

in order to enable the Lender to enforce its rights under any Finance Document; or

by reason of the execution of any Finance Document or the performance by it of its obligations under any Finance Document,

The Lender is not and will not be deemed to be resident, domiciled or carrying on business in any of the Relevant Jurisdictions of any of the Obligors by reason only of the execution, performance and/or enforcement of any Finance Document.

Ownership of the Borrowers Each Borrower is a wholly owned Subsidiary of the Chargor.

Disclosure of material facts   No Borrower is aware of any material facts or circumstances which have not been disclosed to the Lender and which might, if disclosed, have adversely affected the decision of a person considering whether or not to make loan facilities of the nature contemplated by this Agreement available to the Borrowers.

Completeness of Relevant Documents The copies of any Relevant Documents provided or to be provided by the Borrowers to the Lender in accordance with Clause 4 (Conditions of Utilisation) are, or will be, true and accurate copies of the originals and represent, or will represent, the full agreement between the parties to those Relevant Documents in relation to the subject matter of those Relevant Documents and there are no commissions, rebates, premiums or other payments due or to become due in connection with the subject matter of those Relevant Documents other than in the ordinary course of business or as disclosed to, and approved in writing by, the Lender.

No Immunity   No Obligor or any of its assets is immune to any legal action or proceeding.

Money laundering   Any borrowing by a Borrower under this Agreement, and the performance of its obligations under this Agreement and under the other Finance Documents, will be for its own account and will not involve any breach by it of any law or regulatory measure relating to "money laundering" as defined in Article 1 of the Directive ((EU) 2015/849) of the European Parliament and of the Council of the European Communities (as it forms part of the domestic law of the United Kingdom by virtue of the 2018 Withdrawal Act).

Sanctions

None of the Obligors, none of their Subsidiaries, no director or officer or any employee, agent, or Affiliate of an Obligor nor any of its Subsidiaries:

is a Prohibited Person; or

is acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person,

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

Valuations

All information supplied by an Obligor or (with an Obligor's knowledge) on its behalf to an Approved Shipbroker for the purposes of a valuation in evidence of the Market Value 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.

No Obligor has omitted to supply any information to an Approved Shipbroker in its possession or knowledge which, if disclosed, would adversely affect any such valuation in any material respect.

To the best of each Obligor's knowledge, there has been no change to the factual information supplied in relation to any such valuation between the date such information was supplied and the date of that valuation which renders that information untrue or misleading in any material respect.

US Tax Obligor No Obligor is a US Tax Obligor.

Guarantor   The Guarantor is a US NASDAQ listed company. The Lender acknowledges that the Guarantor is a US NASDAQ listed company on the date of this Agreement.

Repetition   Each Repeating Representation is deemed to be repeated by each Borrower by reference to the facts and circumstances then existing on the date of the Utilisation Request, on the Utilisation Date, on the first day of each Interest Period and, in the case or those contained in Clauses 18.1.12(d) and 18.1.12(f) (Financial statements) and for so long as any amount is outstanding under the Finance Documents or any part of the Loan is undrawn and available, on each day.

Information Undertakings

Financial statements   The Borrowers shall procure that the Guarantor will supply to the Lender:

as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each of the Guarantor's financial years, the Guarantor's consolidated audited financial statements (including annual profit and loss accounts and annual balance sheets) for that financial year; and

as soon as the same become available, but in any event within ninety (90) days after the end of each half year during each of the Guarantor's financial years, the Guarantor's consolidated unaudited semi-annual financial statements for that half year.

Compliance Certificate

The Borrowers shall procure that the Guarantor will supply to the Lender, with each set of its annual consolidated financial statements delivered pursuant to Clause 18.1.1 (Financial statements) and each set of its semi-annual consolidated financial statements delivered pursuant to Clause 18.1.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up.

Each Compliance Certificate shall be signed by two directors of each of the Borrowers and the Guarantor, and shall be reported on by the Guarantor's auditors in the form agreed by the Borrowers, the Guarantor and the Lender before the date of this Agreement.

Requirements as to financial statements

shall be certified by a director of the Guarantor as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up;

shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Lender:

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

sufficient information, in form and substance as may be reasonably 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 the Original Financial Statements.

Information: miscellaneous   Each Borrower shall supply to the Lender:

at the same time as they are dispatched, copies of all documents dispatched by that Borrower to its shareholders generally (or any class of them) or dispatched by that Borrower or any other Obligor to its creditors generally (or any class of them);

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Obligor, and which, if adversely determined, are reasonably likely to have a Material Adverse Effect;

promptly, such information as the Lender may reasonably require about the Security Assets and compliance of the Obligors with the terms of any Security Documents including without limitation cash flow analyses and details of the operating costs of any Vessel; and

promptly on request, such further information regarding the financial condition, affairs, commitment, assets and operations of any Obligor, or any other member of the Group (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by any Obligor under this Agreement and an up to date copy of its shareholders' register (or equivalent in its Original Jurisdiction)) as the Lender may reasonably request.

Notification of default

Each Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

Promptly upon a request by the Lender, each Borrower shall supply to the Lender a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

"Know your customer" checks   If:

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;

any change in the status of an Obligor after the date of this Agreement; or

a proposed assignment or transfer by the Lender of any of its rights and obligations under this Agreement; or

any of the Lender's internal compliance rules, policies and procedures,

Financial Covenants

Guarantor's Covenants   The Borrowers shall procure that the Guarantor shall maintain at all times during the Facility Period:

Maximum Leverage not higher than 75%;

Liquidity of an amount of not less than $200,000 in respect of each Fleet Vessel; and

Net Worth of not less than fifteen million dollars ($15,000,000).

Cash Collateral Amount Each Borrower shall, as long as its Vessel remains mortgaged in favour of the Lender pursuant to this Agreement, at all times during the Facility Period maintain in its Cash Collateral Account an amount of $300,000 (the "Cash Collateral Amount"), such amount to be charged in favour of the Lender free of any Encumbrances other than in favour of the Lender and in case of prepayment under clause 7.3 (Voluntary prepayment of Loan) the Cash Collateral Amount is to be released to the relevant Borrower.

General Undertakings

Authorisations   Each Borrower shall promptly:

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

supply certified copies to the Lender of,

enable any Obligor to perform its obligations under the Finance Documents to which it is a party;

ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

enable any Obligor to carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

Sanctions  

No Borrower will (and the Borrowers shall procure that no Obligor will), directly or indirectly, use the proceeds of the Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person:

to fund any activities or business of or with any person, or in any country or territory, that, at the time of such funding, is, or whose government is, the target of Sanctions; or

in any other manner that would result in a violation of Sanctions by any person (including any person participating in the Loan, whether as underwriter, advisor investor or otherwise) other than to the extent that such covenant would result in a violation of Council Regulation (EC) No 2271/96, as amended (or any implementing law or regulation in any member state of the European Union) or any similar applicable blocking or anti-boycott law or regulation in the United Kingdom.

Each Borrower shall comply (and the Borrowers shall procure that each other Obligor, each other member of the Group and each Affiliate of any of them shall comply) in all respects with all Sanctions.

Compliance with laws

comply, or procure compliance with all laws or regulations to which it may be subject:

relating to its business generally; and

relating to any Vessel, its ownership, employment, operation, management and registration,

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