EX-10.1



 Exhibit 10.1 

Dated April 16, 2015 

DUNE SHIPPING CORP. and 

CITRINE SHIPPING CORPORATION 

as joint and several borrowers 

and 
 THE BANKS AND FINANCIAL
INSTITUTIONS 
 listed in Schedule 1 

as Lenders 
 and 

HSH NORDBANK AG 
 as Agent,
Mandated Lead Arranger, Bookrunner, 
 Underwriting Bank and Security Trustee 

LOAN AGREEMENT 
 in
relation to a senior secured post-delivery term loan facility of up to US$164,000,000 
 to part-finance the acquisition cost of two
super-post-panamax 
 13,100 TEU container vessels named 

“MSC CRISTINA” and “MSC RENEE” 







 Index 
  

							
	Clause	 	 	  	Page	 
	 1
	 	Interpretation	  	 	1	  
	 2
	 	Facility	  	 	17	  
	 3
	 	Position of the Lenders	  	 	17	  
	 4
	 	Drawdown	  	 	18	  
	 5
	 	Interest	  	 	19	  
	 6
	 	Interest Periods	  	 	21	  
	 7
	 	Default Interest	  	 	22	  
	 8
	 	Repayment and Prepayment	  	 	23	  
	 9
	 	Conditions Precedent	  	 	26	  
	 10
	 	Representations and Warranties	  	 	27	  
	 11
	 	General Undertakings	  	 	30	  
	 12
	 	Corporate Undertakings	  	 	35	  
	 13
	 	Insurance	  	 	36	  
	 14
	 	Ship Covenants	  	 	42	  
	 15
	 	Security Cover	  	 	47	  
	 16
	 	Payments and Calculations	  	 	48	  
	 17
	 	Application of Receipts	  	 	50	  
	 18
	 	Application of Earnings; Swap Payments	  	 	51	  
	 19
	 	Events of Default	  	 	53	  
	 20
	 	Fees and Expenses	  	 	58	  
	 21
	 	Indemnities	  	 	59	  
	 22
	 	No Set-off or Tax Deduction	  	 	62	  
	 23
	 	Illegality, etc	  	 	63	  
	 24
	 	Increased Costs	  	 	63	  
	 25
	 	Set-off	  	 	65	  
	 26
	 	Transfers and Changes in Lending Offices	  	 	66	  
	 27
	 	Variations and Waivers	  	 	70	  
	 28
	 	Notices	  	 	71	  
	 29
	 	Joint and Several Liability	  	 	73	  
	 30
	 	Supplemental	  	 	74	  
	 31
	 	Law and Jurisdiction	  	 	75	  
		
	 Schedules
	  			
		
	 Schedule 1 Lenders and Commitments
	  			
	 Schedule 2 Drawdown Notice
	  			
	 Schedule 3 Condition Precedent Documents
	  			
	 Part A
	  			
	 Part B
	  			
	 Schedule 4 Mandatory Cost Formula
	  			
	 Schedule 5 Transfer Certificate
	  			
	 Schedule 6 Power of Attorney
	  			
		
	 Execution
	  			
		
	 Execution Pages
	  	 	77	  








 THIS AGREEMENT is made on April 16, 2015 

BETWEEN 
  

	(1)	DUNE SHIPPING CORP. and CITRINE SHIPPING CORPORATION, each a corporation incorporated in the Marshall Islands whose registered office is at Ajeltake Road, Ajeltake Island, Majuro MH96960, The Marshall
Islands as joint and several Borrowers; 

  

	(2)	THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders; 

  

	(3)	HSH NORDBANK AG acting through its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Germany, as Agent; 

  

	(4)	HSH NORDBANK AG acting through its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Germany, as Mandated Lead Arranger; 


 

	(5)	HSH NORDBANK AG acting through its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Germany, as Bookrunner; 

  

	(6)	HSH NORDBANK AG acting through its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Germany, as Underwriting Bank; and 


 

	(7)	HSH NORDBANK AG acting through its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Germany, as Security Trustee. 


BACKGROUND 
 The Lenders have agreed to make available to
the Borrowers a senior secured post-delivery term loan facility of up to $164,000,000, in two advances, each being in the amount of up to the lesser of: 
  

	(a)	in respect of the advance to be used to part-finance the acquisition cost of m.v. “MSC CRISTINA”: 

  

	 	(i)	$81,000,000; and 

  

	 	(ii)	67.5 per cent. of the market value (determined pursuant to Clause 15.3(a)) of that ship; and 

  

	(b)	in respect of the advance to be used to part-finance the acquisition cost of m.v. “MSC RENEE”: 

  

	 	(i)	$83,000,000; and 

  

	 	(ii)	67.5 per cent. of the market value (determined pursuant to Clause 15.3(a)) of that ship. 

 IT IS
AGREED as follows: 
  

	1	INTERPRETATION 

  

	1.1	Definitions 

 Subject to Clause 1.5, in this Agreement: 

“Account” means each of the Earnings Accounts and the Retention Account in the plural, means all of them; 







 “Account Pledge” means, in relation to each Account, a pledge agreement
creating security in respect of that Account in the Agreed Form and, in the plural, means all of them; 
 “Additional
Charterparty” has the meaning given in Schedule 7; 
 “Advance” means, each of Advance A and Advance B and,
in the plural, means both of them; 
 “Advance A” means an amount equal to the relevant Maximum Advance Amount in
respect of that Advance to be used in or towards financing in part the Contract Price of Ship A or, as the context may require, the principal amount outstanding of that Advance at any relevant time;  

“Advance B” means an amount equal to the relevant Maximum Advance Amount in respect of that Advance to be used in or towards
financing in part the Contract Price of Ship B or, as the context may require, the principal amount outstanding of that Advance at any relevant time;  

“Affected Lender” has the meaning given in Clause 5.7; 

“Agency and Trust Agreement” means the agency and trust agreement dated the same date as this Agreement and made
between the same parties; 
 “Agent” means HSH Nordbank AG, acting in such capacity through its office at
Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Germany, or any successor of it appointed under clause 5 of the Agency and Trust Agreement; 

“Agreed Form” means in relation to any document, that document in the form approved in writing by the Agent (acting on
the instructions of all the Lenders) or as otherwise approved in accordance with any other approval procedure specified in any relevant provisions of any Finance Document; 

“Approved Auditor” means any auditors acceptable to the Lenders; 

“Approved Broker” means Howe Robinson & Co Ltd London, Arrow Valuations Ltd United Kingdom, Barry Rogliano
Salles, H. Clarkson & Co. Ltd., SSY Valuation Services Ltd., Maersk Brokers K/S or Fearnleys A/S and, in the plural, means all of them; 

“Approved Charter” has the meaning given in Schedule 7; 

“Approved Charterer” has the meaning given in Schedule 7; 

“Approved Flag” means, in relation to each Ship, the Liberian flag or such other flag as the Agent may approve (with
the authorisation of the Majority Lenders) as the flag on which the Ship is or, as the case may be, shall be registered; 

“Approved Flag State” means, in relation to each Ship, Liberia or any other country in which the Agent may approve
(with the authorisation of the Majority Lenders) that that Ship is or, as the case may be, shall be registered; 

“Approved Manager” has the meaning given in Schedule 7; 

“Approved Manager’s Undertaking” means a letter of undertaking executed or, as the context may require, to be
executed by that Approved Manager in respect of the Ship in favour of the Security Trustee in the Agreed Form agreeing certain matters in relation to that Approved Manager, serving as manager of that Ship and subordinating its rights against that
Ship and that Borrower to the rights of the Creditor Parties under the Finance Documents and, in the plural, means both of them; 

  
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 “Availability Period” means the period commencing on the date of this
Agreement and ending on: 
  

	 	(a)	in relation to: 

  

	 	(i)	Advance A, 29 May 2015; and 

  

	 	(ii)	Advance B, 30 September 2015, 

 (or such later date as the Agent may, with the
authorisation of the Lenders, agree with the Borrowers); or 
  

	 	(b)	if earlier, the date on which the Total Commitments are fully borrowed, cancelled or terminated; 


“Balloon Instalment” has the meaning given in Clause 8.1(b)(ii); 

“Basel III” means, together: 
  

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

  

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

  

	 	(c)	any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”; 


“Bookrunner” means HSH Nordbank AG, acting in such capacity through its office at Gerhart-Hauptmann-Platz 50, D-20095
Hamburg, Germany; 
 “Borrower” means each of Borrower A and Borrower B and, in the plural, means both of
them; 
 “Borrower A” means Dune Shipping Corp., a corporation incorporated and existing in the Marshall
Islands whose registered office is at Ajeltake Road, Ajeltake Island, Majuro MH96960, The Marshall Islands; 

“Borrower B” means Citrine Shipping Corporation, a corporation incorporated and existing in the Marshall Islands whose
registered office is at Ajeltake Road, Ajeltake Island, Majuro MH96960, The Marshall Islands; 
 “Break Costs”
has the meaning given in Clause 21.2; 
 “Business Day” means a day (other than a Saturday or Sunday) on which
banks are open for general business in London, Piraeus and Hamburg and, in respect of a day on which a payment is required to be made under a Finance Document, also in New York City; 

“Cancellation Notice” has the meaning given in Clause 8.11; 

  
 3 








 “Charterparty” means, in relation to each Ship, any time charterparty in
relation to that Ship (including, without limitation, any Approved Charter in relation to that Ship) for a duration exceeding 11 months (or having an unexpired duration exceeding, or capable of exceeding, 11 months) and any guarantee of such charter
or any bareboat charter in respect of that Ship to be entered into by the Borrower owning that Ship and a charterer and, in the plural, means all of them; 

“Charterparty Assignment” means, in relation to each Ship an assignment of the rights of the Borrower which is the
owner of that Ship under any Charterparty relative thereto executed or, as the context may require, to be executed by that Borrower in favour of the Security Trustee in the Agreed Form and, in the plural, means all of them;  

“Commitment” means, in relation to a Lender, the amount set opposite its name in Schedule 1, or, as the case may
require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and “Total Commitments” means the aggregate of the Commitments of all the
Lenders); 
 “Compliance Certificate” means a certificate in the form set out in Schedule 1 of the Corporate
Guarantee (or in any other form which the Agent approves or requires) to be provided at the times and in the manner set out in Clause 11.18; 

“Confirmation Agreement” means: 
  

	 	(a)	in relation to Ship A, an agreement dated 18 December 2014 entered into between Seller A, the Corporate Guarantor and Borrower A in relation to the retrofit costs referred to in addendum No. 4
to the relevant Initial Approved Charter; and 

  

	 	(b)	an agreement dated 9 March 2015 entered into between Seller B, the Corporate Guarantor and Borrower B in relation to the retrofit costs referred to in addendum No. 5 to the relevant Initial
Approved Charter, 

 and, in the plural, means both of them. 

“Contractual Currency” has the meaning given in Clause 21.6; 

“Contract Price” means, in relation to each Ship, $147,750,000; 

“Contribution” means, in relation to a Lender, the part of the Loan which is owing to that Lender; 

“Corporate Guarantee” means a corporate guarantee of the obligations of the Borrowers under this Agreement and the
other Finance Documents to which it is a party in the Agreed Form; 
 “Corporate Guarantor” means Navios
Maritime Partners L.P. a limited partnership incorporated in the Republic of the Marshall Islands whose registered office is at Ajeltake Road, Ajeltake Island, Majuro MH96960, The Marshall Islands; 

“Creditor Party” means the Agent, the Security Trustee, the Mandated Lead Arranger, the Bookrunner, the Underwriting
Bank or any Lender, whether as at the date of this Agreement or at any later time and, in the plural, means all of them; 

“Delivery Date” means, in relation to each Ship, the date on which title to and possession of that Ship is transferred
from the relevant Seller to the relevant Borrower pursuant to the relevant MOA; 
 “Dollars” and
“$” means the lawful currency for the time being of the United States of America; 

  
 4 








 “Drawdown Date” means, in respect of each Advance, the date requested by
the Borrowers for that Advance to be borrowed, or (as the context requires) the date on which that Advance is actually borrowed; 

“Drawdown Notice” means a notice in the form set out in Schedule 2 (or in any other form which the Agent approves or
reasonably requires); 
 “Earnings” `means, in relation to each Ship, all moneys whatsoever which are now, or
later become, payable (actually or contingently) to the Borrower owning that Ship or the Security Trustee and which arise out of the use or operation of that Ship, including (but not limited to): 

 

	 	(a)	except to the extent that they fall within paragraph (b): 

  

	 	(i)	all freight, hire and passage moneys; 

  

	 	(ii)	compensation payable to that Borrower or the Security Trustee in the event of requisition of the Ship owned by it for hire; 

  

	 	(iii)	remuneration for salvage and towage services; 

  

	 	(iv)	demurrage and detention moneys; 

  

	 	(v)	damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship; and 


 

	 	(vi)	all moneys which are at any time payable under any Insurances in respect of loss of hire; and 

  

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

 “Earnings Account” means, in relation to
each Ship, an account in the name of the Borrower owning that Ship with the Agent in Hamburg designated “[Name of Borrower] - Earnings Account”, or any other account (with that
or another office of the Agent) which replaces this account and is designated by the Agent as the Earnings Account in respect of that Ship for the purposes of this Agreement in accordance with the Agent’s instructions and, in the plural, means
both of them; 
 “Environmental Claim” means: 

 

	 	(a)	any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or 


 

	 	(b)	any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident, 


and “claim” means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not
similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset; 

“Environmental Incident” means, in relation to each Ship : 

 

	 	(a)	any release of Environmentally Sensitive Material from that Ship; or 


  
 5 









	 	(b)	any incident in which Environmentally Sensitive Material is released from a vessel other than that Ship and which involves a collision between that Ship and such other vessel or some other incident of navigation or
operation, in either case, in connection with which that Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or that Ship and/or the Borrower which is the owner thereof and/or any operator or manager of that
Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or 

  

	 	(c)	any other incident in which Environmentally Sensitive Material is released otherwise than from that Ship and in connection with which that Ship is actually or potentially liable to be arrested and/or where the Borrower
which is the owner thereof and/or any operator or manager of that Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; 


“Environmental Law” means any law relating to pollution or protection of the environment, to the carriage of
Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material; 

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

“Event of Default” means any of the events or circumstances described in Clause 19.1; 

“Fee Letter” means a fee letter issued or to be issued by the Borrowers to the Agent in the Agreed Form; 

“Finance Documents” means together: 
  

	 	(a)	this Agreement; 

  

	 	(b)	the Corporate Guarantee; 

  

	 	(c)	the Agency and Trust Agreement; 

  

	 	(d)	the General Assignments; 

  

	 	(e)	the Mortgages; 

  

	 	(f)	the Account Pledges; 

  

	 	(g)	any Charterparty Assignment; 

  

	 	(h)	the Approved Manager’s Undertakings; 

  

	 	(i)	the Fee Letter; and 

  

	 	(j)	any other document (whether creating a Security Interest or not) which is executed at any time by either Borrower, the Corporate Guarantor, any Approved Manager or any other person as security for, or to establish any
form of subordination or priorities arrangement in relation to, any amount payable to the Lenders under this Agreement or any of the other documents referred to in this definition and, in the singular, means any of them; 


“Final Maturity Date” means, in respect of an Advance, the date falling on the earlier of (i) the seventh
anniversary of the Drawdown Date of that Advance and (ii) 29 May 2022; 

  
 6 








 “Financial Indebtedness” means, in relation to a person (the
“debtor”), any actual or contingent liability of the debtor: 
  

	 	(a)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor; 

  

	 	(b)	under any loan stock, bond, note or other security issued by the debtor; 

  

	 	(c)	under any acceptance credit, guarantee or letter of credit facility made available to the debtor; 

  

	 	(d)	under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor; 


 

	 	(e)	under any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities,
the liability of the debtor for the net amount; 

  

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

  

	 	(g)	under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within (a) to (e) if the references to the debtor referred to the
other person; 

 “Financial Year” means, in relation to the Borrowers, the Corporate Guarantor and the
Group, each period of 1 year commencing on 1 January in respect of which their individual or, as the case may be, consolidated accounts are or ought to be prepared; 

“General Assignment” means, in relation to each Ship, a general assignment of (inter alia) the Earnings, the Insurances
and any Requisition Compensation in respect of that Ship in executed or, as the context may require, to be executed by the Borrower which is the owner thereof in favour of the Security Trustee in the Agreed Form and, in the plural, means both of
them; 
 “Group” means, together, the Corporate Guarantor and its subsidiaries (including, but not limited to,
the Borrowers) and “member of the Group” shall be construed accordingly; 
 “IACS” means the
International Association of Classification Societies; 
 “Initial Approved Charter” has the meaning given in
Schedule 7; 
 “Initial Market Value” means, in relation to each Ship, the Market Value of the Ship calculated
in accordance with the valuations relative thereto referred to in Clause 15.3(a); 
 “Instalment” has the
meaning given in Clause 8.1(b)(i); 
 “Insurances” means, in relation to each Ship: 

 

	 	(a)	all policies and contracts of insurance (including, without limitation, any loss of hire insurance) and any reinsurance, policies or contracts, including entries of that Ship in any protection and indemnity or war risks
association, effected in respect of that Ship, its Earnings or otherwise in relation to it; and 

  

	 	(b)	all rights (including, without limitation, any and all rights or claims which the Borrower owning that Ship may have under or in connection with any cut-through clause relative to any reinsurance contract relating to
the aforesaid policies or contracts of insurance) and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium; 


  
 7 








 “Interest Period” means a period determined in accordance with Clause
6; 
 “ISM Code” means the International Safety Management Code (including the guidelines on its
implementation), adopted by the International Maritime Organisation as the same may be amended or supplemented from time to time (and the terms “safety management system”, “Safety Management Certificate” and
“Document of Compliance” have the same meanings as are given to them in the ISM Code); 
 “ISPS
Code” means the International Ship and Port Facility Security Code as adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time; 

“ISSC” means a valid and current International Ship Security Certificate issued under the ISPS Code; 

“Lender” means, subject to Clause 26.6, a bank or financial institution listed in Schedule 1 and acting through its
branch indicated in Schedule 1 (or through another branch notified to the Agent under Clause 26.16) or its transferee, successor or assign; 

“LIBOR” means, for an Interest Period: 
  


	 	(a)	the rate per annum equal to the offered quotation for deposits in Dollars for a period equal to, or as near as possible equal to, the relevant Interest Period which appears on the Screen Rate; or 


 

	 	(b)	if no rate is quoted on the Screen Rate, the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest one-sixteenth of one per cent.) of the rates per annum
notified to the Agent by each Reference Bank as the rate at which deposits in Dollars are offered to that Reference Bank by leading banks in the London Interbank Market at that Reference Bank’s request at or about 11.00 a.m. (London time) on
the Quotation Date for that Interest Period for a period equal to that Interest Period and for delivery on the first Business Day of it; 


“Loan” means the principal amount for the time being outstanding under this Agreement; 

“Major Casualty” means, in relation to a Ship, any casualty to that Ship in respect of which the claim or the aggregate
of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $500,000 or the equivalent in any other currency; 

“Majority Lenders” means: 
  

	 	(a)	before an Advance is made, Lenders whose Commitments total 66,66 per cent. of the Total Commitments; and 

  

	 	(b)	after an Advance is made, Lenders whose Contributions total 66,66 per cent. of the Loan; 


“Management Agreement” means, in relation to each Ship, an agreement entered into between the Borrower owning that Ship
and an Approved Manager, in respect of the commercial and/or the technical management of that Ship in a form acceptable to the Agent and in the plural, means all of them; 

  
 8 








 “Mandated Lead Arranger” means HSH Nordbank AG, acting in such capacity
through its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Germany, or any successor; 
 “Mandatory
Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4; 

“Margin” means 2.75 per cent. per annum; 

“Market Value” means, in relation to each Ship, the market value of that Ship determined in accordance with Clause
15.3; 
 “Material Adverse Change” means any event or series of events which, in the reasonable opinion of the
Majority Lenders, is likely to have a Material Adverse Effect; 
 “Material Adverse Effect” means in the
reasonable opinion of the Majority Lenders, a material adverse effect on: 
  

	 	(a)	the business, property, assets, liabilities, operations or condition (financial or otherwise) of either Borrower and/or any Security Party (other than the Other Manager) taken as a whole; 


 

	 	(b)	the ability of either Borrower and/or any Security Party (other than the Other Manager) to (i) comply with or perform any of its obligations or (ii) discharge any of its liabilities, under any Finance Document
as they fall due; or 

  

	 	(c)	the validity, legality or enforceability of any Finance Document; 

 “Maximum
Advance Amount” means: 
  

	 	(a)	in respect of Advance A, an amount equal to the lesser of (i)$81,000,000 and (ii) 67.5 per cent. of the Initial Market Value of Ship A; and 


 

	 	(b)	in respect of Advance B, an amount equal to the lesser of (i)$83,000,000 and (ii) 67.5 per cent. of the Initial Market Value of Ship B; 


“MOA” means: 
  

	 	(a)	in relation to Ship A, a memorandum of agreement dated 18 December 2014 (as amended and supplemented by an addendum no. 1 dated 13 January 2015 and as the same may be supplemented and amended from time to time
subject to the provisions of this Agreement and the other Finance Documents) made between Seller A and Borrower A for the sale by Seller A, and the purchase by Borrower A, of Ship A; and 


 

	 	(b)	in relation to Ship B a memorandum of agreement dated 20 March 2015 (as amended and supplemented by an addendum no. 1 dated 20 March 2015 and as the same may be supplemented and amended from time to time
subject to the provisions of this Agreement and the other Finance Documents) made between Seller B and Borrower B for the sale by Seller B, and the purchase by Borrower B, of Ship B; 


“Mortgage” means, in relation to each Ship, the first preferred or, as the case may be, priority ship mortgage on that
Ship and, if required pursuant to the laws of the applicable Approved Flag State, a deed of covenant collateral thereto executed or to be executed by the Borrower owning that Ship in favour of the Security Trustee in the Agreed Form and, in the
plural, means both of them; 

  
 9 








 “Mortgaged Ship” means a Ship which is subject to a Mortgage at the
relevant time and, in the plural, means both of them; 
 “Negotiation Period” has the meaning given in Clause
5.10; 
 “Notifying Lender” has the meaning given in Clause 21.2, 23.1 or Clause 24.1 as the context
requires; 
 “Novation Agreement” means: 

 

	 	(a)	in relation to the Initial Approved Charter A, the deed of novation dated 23 December 2014 entered into between Seller A, Borrower A and the Approved Charterer pursuant to which Borrower A shall
substitute, and assume all rights, obligations and liabilities of, Seller A as owner of Ship A under that Initial Approved Charter; and 

  

	 	(b)	in relation to the Initial Approved Charter B, the deed of novation dated 26 February 2015 entered into between Seller B, Borrower B and the Approved Charterer pursuant to which Borrower B shall
substitute, and assume all rights, obligations and liabilities of, Seller B as owner of Ship B under that Initial Approved Charter; 


and, in the plural, means both of them. 

“Optional Extension” has the meaning given in Schedule 7; 

“Payment Currency” has the meaning given in Clause 21.6; 

“Permitted Security Interests” means: 
  

	 	(a)	Security Interests created by the Finance Documents; 

  

	 	(b)	Security Interests created by the Term Loan B Agreement and the Term Loan B Guarantees (excluding, for the avoidance of doubt, any Security Interest in relation to either of the Ships, its Earnings, Insurances, any
Requisition Compensation and any Charterparty in respect of that Ship); 

  

	 	(c)	liens for unpaid master’s and crew’s wages in accordance with usual maritime practice; 

  

	 	(d)	liens for salvage; 

  

	 	(e)	liens arising by operation of law for not more than 2 months’ prepaid hire under any charter in relation to a Ship not prohibited by this Agreement; 


 

	 	(f)	liens for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the trading, chartering, operation, repair or
maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower owning that Ship in good faith by appropriate steps) and subject, in the case of liens for
repair or maintenance, to Clause 14.13(e); 

  

	 	(g)	any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses while the Borrowers are actively prosecuting or defending such proceedings or
arbitration in good faith; and 

  

	 	(h)	Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves
have been made; 


  
 10 








 “Pertinent Document” means: 

 

	 	(a)	any Finance Document; 

  

	 	(b)	any policy or contract of insurance contemplated by or referred to in Clause 13 or any other provision of this Agreement or another Finance Document; 


 

	 	(c)	any other document contemplated by or referred to in any Finance Document; and 

  

	 	(d)	any document which has been or is at any time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or any policy, contract or document falling within paragraphs (b) or (c);


 “Pertinent Jurisdiction”, in relation to a company, means: 

 

	 	(a)	England and Wales; 

  

	 	(b)	the country under the laws of which the company is incorporated or formed; 

  

	 	(c)	a country in which the company has the centre of its main interests or which the company’s central management and control is or has recently been exercised; 


 

	 	(d)	a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax; 

  

	 	(e)	a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a branch or permanent place of business,
or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and 

  

	 	(f)	a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company, whether as a main or territorial or ancillary proceedings, or which would have such
jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c); 


“Potential Event of Default” means an event or circumstance which, with the giving of any notice, the lapse of time, a
reasonable determination of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default; 

“Prepayment Date” has the meaning given in Clause 15.2; 

“Prepayment Notice” has the meaning given in Clause 8.5(b); 

“Quotation Date” means, in relation to any Interest Period (or any other period for which an interest rate is to be
determined under any provision of a Finance Document), the day on which quotations would ordinarily be given by leading banks in the London Interbank Market for deposits in the currency in relation to which such rate is to be determined for delivery
on the first day of that Interest Period or other period; 
 “Reference Banks” means, subject to Clause 26.19,
together, the Hamburg branch of HSH Nordbank AG and any other bank acceptable to, and designated as such by, the Agent (acting on the instructions of the Majority Lenders) and any of their respective successors; 

“Relevant Person” has the meaning given in Clause 19.9; 

“Repayment Date” means a date on which a repayment is required to be made under Clause 8; 

  
 11 








 “Requisition Compensation” includes all compensation or other moneys
payable by reason of any act or event such as is referred to in paragraph (b) of the definition of “Total Loss”; 

“Retention Account” means an account in the joint names of the Borrowers with the Agent in Hamburg designated
“Dune Shipping Corp. and Citrine Shipping Corporation – Retention Account”, or any other account (with that or another office of the Agent) which replaces such account and is designated by the Agent as the Retention Account for the
purposes of this Agreement in accordance with the Agent’s instructions; 
 “Screen Rate” means the London
interbank offered rate administered by the ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for the relevant period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen
(or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Agent may
specify another page or service displaying the relevant rate after consultation with the Borrowers; 
 “Secured
Liabilities” means all liabilities which the Borrowers, the Corporate Guarantor, the other Security Parties or any of them have, at the date of this Agreement or at any later time or times, under or in connection with any Finance Document
or any judgment relating to any Finance Document; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy,
liquidation, arrangement or other procedure under the insolvency laws of any country; 
 “Security Interest”
means: 
  

	 	(a)	a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind; and 


 

	 	(b)	the rights of a plaintiff under an action in rem in which the vessel concerned has been arrested or a writ has been issued or similar step taken; 


“Security Party” means the Corporate Guarantor, any Approved Manager and any other person (except a Creditor Party)
who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the final paragraph of the definition of “Finance Documents” and, in the plural, means
all of them; 
 “Security Period” means the period commencing on the date of this Agreement and ending on the
date on which the Agent notifies the Borrowers, the Security Parties and the other Creditor Parties that: 
  

	 	(a)	all amounts which have become due for payment by the Borrowers or any Security Party (under the Finance Documents have been paid; 

  

	 	(b)	no amount is owing or has accrued (without yet having become due for payment) under any Finance Document; 

  

	 	(c)	Neither Borrower nor any Security Party (other than the Other Manager) has any future or contingent liability under Clauses 20, 21 or 22 or any other provision of this Agreement or another Finance Document; and


  

	 	(d)	the Agent, the Mandated Lead Arranger, the Security Trustee and the Majority Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would
have to be reversed or adjusted, in any present or possible future bankruptcy of either Borrower or a Security Party (other than the Other Manager) or in any present or possible future proceeding relating to a Finance Document or any asset covered
(or previously covered) by a Security Interest created by a Finance Document; 


  
 12 








 “Security Trustee” means HSH Nordbank AG, acting in such capacity through
its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Germany, or any successor of it appointed under clause 5 of the Agency and Trust Agreement; 

“Seller” means each of Seller A and Seller B and, in the plural, means both of them; 

“Seller A” means Achte “Michel” Schiffahrts GmbH & Co. KG a company incorporated and existing in
Germany, whose principal office is at Hohe Bleichen 12, 20354 Hamburg, Germany; 
 “Seller B” means Vierzehnte
“Michel” Schiffahrts GmbH & Co. KG a company incorporated and existing in Germany, whose principal office is at Hohe Bleichen 12, 20354 Hamburg, Germany; 

“Servicing Bank” means the Agent or the Security Trustee; 

“Ship” means each of Ship A and Ship B and, in the plural, means both of them; 

“Ship A” means the 2011-built 13,092 TEU super-post-panamax container vessel with IMO number 9465241 which is to be
purchased by Borrower A from Seller A pursuant to the relevant MOA and registered in its ownership under an Approved Flag in accordance with the laws of the applicable Approved Flag Stage with the name “MSC CRISTINA”; 

“Ship B” means the 2012-built 13,092 TEU super-post-panamax container vessel with IMO number 9465306 which is to
be purchased by Borrower B from Seller B pursuant to the relevant MOA and registered in its ownership under an Approved Flag in accordance with the laws of the applicable Approved Flag Stage with the name “MSC RENEE”; 

“Term Loan B Agreement” means a loan facility agreement by the Corporate Guarantor as borrower in June 2013 in respect of a
secured term loan facility of up to $250,000,000; 
 “Term Loan B Guarantee” means, in relation to a Borrower, an
unsecured guarantee executed, or as the case may be, to be executed by that Borrower as security for the obligations and liability of the Corporate Guarantor under the Term Loan B Agreement and, in the plural, means both of them; 

“Total Loss” means, in relation to each Ship: 

 

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

  

	 	(b)	any expropriation, confiscation, requisition or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is
effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority unless it is within 1 month from the date of such occurrence redelivered to the full control of the
Borrower owning that Ship excluding a requisition for hire for a fixed period not exceeding 90 days without any right to an extension; 

  

	 	(c)	any condemnation of that Ship by any tribunal or by any person or persons claiming to be a tribunal; and 

  

	 	(d)	any arrest, capture, seizure, confiscation or detention of that Ship (including any hijacking or theft) unless it is: 


  
 13 









	 	(i)	within 90 days; and 

  

	 	(ii)	in the case of piracy, if the relevant underwriters confirm to the Agent in writing prior to the end of such 90 day period that a Ship is subject to an approved piracy insurance cover, within the period ending on the
earlier of 270 days after the date on which that Ship is captured by pirates and the date on which the piracy insurance cover expires, 


redelivered to the full control of that Borrower; 

“Total Loss Date” means, in relation to each Ship: 

 

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


 

	 	(b)	in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earliest of: 

  

	 	(i)	30 days after the date on which a notice of abandonment is given to the insurers; and 

  

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


  

	 	(c)	in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred; 


“Transfer Certificate” has the meaning given in Clause 26.2; 

“Trust Property” has the meaning given in clause 3.1 of the Agency and Trust Agreement;  

“Underlying Document” means each of the Approved Charters, the Confirmation Agreements, the Novation Agreements, the
Management Agreements and the MOAs and, in the plural, means all of them; 
 “Underwriting Bank” means HSH
Nordbank AG, acting in such capacity through its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Germany; and 

“US GAAP” means generally accepted accounting principles as from time to time in effect in the United States of
America. 
  

	1.2	Construction of certain terms 

 In this Agreement: 

“administration notice” means a notice appointing an administrator, a notice of intended appointment and any other
notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the appointment of an administrator; 

“approved” means, for the purposes of Clause 13, approved in writing by the Agent at its discretion; 

“asset” includes every kind of property, asset, interest or right, including any present, future or contingent right to
any revenues or other payment; 
 “company” includes any partnership, joint venture and unincorporated
association; 

  
 14 








 “consent” includes an authorisation, consent, approval, resolution,
licence, exemption, filing, registration, notarisation and legalisation; 
 “contingent liability” means a
liability which is not certain to arise and/or the amount of which remains unascertained; 
 “document”
includes a deed; also a letter or fax; 
 “excess risks” means, in relation to each Ship, the proportion of
claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of that Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such
claims; 
 “expense” means any kind of cost, charge or expense (including all legal costs, charges and
expenses) and any applicable value added or other tax; 
 “gross negligence” means a form of negligence which
is distinct from ordinary negligence, in which the due diligence and care which are generally to be exercised have been disregarded to a particularly high degree, in which the plainest deliberations have not been made and that which should be most
obvious to everybody has not been followed; 
 “law” includes any order or decree any form of delegated
legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council; 

“legal or administrative action” means any legal proceeding or arbitration and any administrative or regulatory action
or investigation; 
 “liability” includes every kind of debt or liability (present or future, certain or
contingent), whether incurred as principal or surety or otherwise; 
 “months” shall be construed in
accordance with Clause 1.3; 
 “obligatory insurances” means, in relation to each Ship, all insurances
effected, or which the Borrower owning that Ship is obliged to effect, under Clause 13 or any other provision of this Agreement or another Finance Document; 

“parent company” has the meaning given in Clause 1.4; 

“person” includes any individual, any partnership, any company; any state, political sub-division of a state and local
or municipal authority; and any international organisation; 
 “policy”, in relation to any insurance,
includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms; 

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association managed in
London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation of clause 6 of the
International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent
provision; 
 “regulation” includes any regulation, rule, official directive, request or guideline (whether or not
having the force of law) of any governmental body, intergovernmental or supranational body, agency (monetary or otherwise), department, central bank, regulatory, self-regulatory or other authority or
organisation; 

  
 15 








 “subsidiary” has the meaning given in Clause 1.4; 

“successor” includes any person who is entitled (by assignment, novation, merger or otherwise) to any person’s
rights under this Agreement or any other Finance Document (or any interest in those rights) or who, as administrator, liquidator or otherwise, is entitled to exercise those rights; and in particular references to a successor include a person to whom
those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation of it or any other person; 

“tax” includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any
political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine; and 

“war risks” includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02
or 1/11/03), clause 24 of the Institute Time Clauses (Hulls)(1/11/1995) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83). 
  

	1.3	Meaning of “month” 

 A period of one or more “months”
ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started (“the numerically corresponding day”), but: 

 

	(a)	on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding
the numerically corresponding day; or 

  

	(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day,


 and “month” and “monthly” shall be construed accordingly. 

 

	1.4	Meaning of “subsidiary” 

 A company (S) is a subsidiary of another company
(P) if a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P and any company of which S is a
subsidiary is a parent company of S. 
  

	1.5	General Interpretation 

 In this Agreement: 

 

	(a)	references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise; 


 

	(b)	references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise; 


 

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

  

	(d)	Clauses 1.1 to 1.5 apply unless the contrary intention appears. 


  
 16 









	1.6	Headings 

 In interpreting a Finance Document or any provision of a Finance Document, all
clause, sub-clause and other headings in that and any other Finance Document shall be entirely disregarded. 
  

	2	FACILITY 

  

	2.1	Amount of facility 

 Subject to the other provisions of this Agreement, the Lenders shall
make available to the Borrowers, a senior secured post-delivery term loan facility, in two Advances, in an aggregate amount of up to $164,000,000. 
  

	2.2	Lenders’ participations in an Advance 

 Subject to the other provisions of this
Agreement, each Lender shall participate in each Advance in the proportion which, as at the relevant Drawdown Date, its Commitment bears to the Total Commitments. 
  

	2.3	Purpose of Advance 

 The Borrowers undertake with each Creditor Party to use each Advance
only for the purpose stated in the preamble to this Agreement. 
  

	3	POSITION OF THE LENDERS 

  

	3.1	Interests several 

 The rights of the Lenders under this Agreement are several. 

 

	3.2	Individual right of action 

 Each Lender shall be entitled to sue for any amount which
has become due and payable by the Borrowers to it under this Agreement without joining the Agent, the Security Trustee, any other Lender as additional parties in the proceedings. 

 

	3.3	Proceedings requiring Majority Lender consent 

 Except as provided in Clause 3.2, no
Lender may commence proceedings against the Borrowers or any Security Party in connection with a Finance Document without the prior consent of the Majority Lenders. 
  

	3.4	Obligations several 

 The obligations of the Lenders under this Agreement are several;
and a failure of a Lender to perform its obligations under this Agreement shall not result in: 
  

	(a)	the obligations of the other Lenders being increased; nor 

  

	(b)	either Borrower, any Security Party, any other Lender being discharged (in whole or in part) from its obligations under any Finance Document, 


and in no circumstances shall a Lender have any responsibility for a failure of another Lender to perform its obligations under this Agreement.


  
 17 









	4	DRAWDOWN 

  

	4.1	Request for an Advance 

 Subject to the following conditions, the Borrowers may request
an Advance to be borrowed by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (Hamburg time) 3 Business Days prior to the relevant Drawdown Date (or such other period acceptable to the Agent (acting on the
instructions of the Lenders)). 
  

	4.2	Availability 

 The conditions referred to in Clause 4.1 are that: 

 

	(a)	a Drawdown Date has to be a Business Day during the relevant Availability Period; 

  

	(b)	the amount of each Advance shall not exceed the Maximum Advance Amount for that Advance and shall be used to part finance the Contract Price of the Ship to which that Advance relates; 


 

	(c)	any undrawn portion of the Total Commitments in respect of an Advance to occur, upon the determination of the Initial Market Value of the Ship to be financed by that Advance, shall be automatically cancelled on the
earlier of (i) the Drawdown Date of that Advance and (ii) the last day of the relevant Availability Period; and 

  

	(d)	the aggregate amount of the Advances shall not exceed the Total Commitments. 

  

	4.3	Notification to Lenders of receipt of a Drawdown Notice 

 The Agent shall promptly notify
the Lenders that it has received a Drawdown Notice and shall inform each Lender of: 
  

	(a)	the amount of the Advance to which that Drawdown Notice relates and the relevant Drawdown Date; 

  

	(b)	the amount of that Lender’s participation in that Advance; and 

  

	(c)	the duration of the first Interest Period in respect of that Advance. 

  

	4.4	Drawdown Notice irrevocable 

 Each Drawdown Notice must be duly signed by a director or a
duly appointed attorney-in-fact of each Borrower; and once served, it cannot be revoked without the prior consent of the Agent, acting on the authority of the Majority Lenders. 

 

	4.5	Lenders to make available Contributions 

 Subject to the provisions of this Agreement,
each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrowers the amount due from that Lender on that Drawdown Date under Clause 2.2. 

 

	4.6	Disbursement of Advance 

 Subject to the provisions of this Agreement, the Agent shall on
each Drawdown Date pay to the Borrowers the amounts which the Agent receives from the Lenders under Clause 4.5; and that payment to the Borrowers shall be made: 
  

	(a)	to the account which the Borrowers specify in the relevant Drawdown Notice; and 

  

	(b)	in the like funds as the Agent received the payments from the Lenders. 


  
 18 









	4.7	Disbursement of Advance to a third party 

 The payment by the Agent under Clause 4.6
shall constitute the making of the relevant Advance and the Borrowers shall at that time become indebted, as principal and direct obligors, to each Lenders in an amount equal to that Lender’s Contribution. 

 

	5	INTEREST 

  

	5.1	Payment of normal interest 

 Subject to the provisions of this Agreement, interest on
each Advance in respect of each Interest Period relative to that Advance shall be paid by the Borrowers on the last day of that Interest Period. 
  

	5.2	Normal rate of interest 

 Subject to the provisions of this Agreement, the rate of
interest on each Advance in respect of an Interest Period relative to that Advance shall be the aggregate of (i) the Margin, (ii) the Mandatory Cost (if any) and (iii) LIBOR for that Interest Period. 

 

	5.3	Payment of accrued interest 

 In the case of an Interest Period relative to an Advance of
longer than 3 months, accrued interest on that Advance shall be paid every 3 months during that Interest Period and on the last day of that Interest Period. 
  

	5.4	Notification of Interest Periods and rates of normal interest 

 The Agent shall notify
the Borrowers and each Lender of: 
  

	(a)	each rate of interest; and 

  

	(b)	the duration of each Interest Period, 

 as soon as reasonably practicable after each is
determined. 
  

	5.5	Obligation of Reference Banks to quote 

 A Reference Bank which is a Lender shall use all
reasonable efforts to supply the quotation required of it for the purposes of fixing a rate of interest under this Agreement unless that Reference Bank ceases to be a Lender pursuant to Clause 26.19. 

 

	5.6	Absence of quotations by Reference Banks. If any Reference Bank fails to supply a quotation, the Agent shall determine the relevant LIBOR on the basis of the quotations supplied by any other Reference Bank or
Banks; but if no Reference Bank provides a quotation, the relevant rate of interest shall be set in accordance with the following provisions of this Clause 5. 


 

	5.7	Market disruption 

 The following provisions of this Clause 5 apply if: 

 

	(a)	no rate is quoted on the Screen Rate and no Reference Bank, before 1.00 p.m. (London time) on the Quotation Date for an Interest Period, provides quotations to the Agent in order to fix LIBOR; or 


 

	(b)	at least 1 Business Day before the start of an Interest Period, a Lender notifies the Agent that LIBOR fixed by the Agent would not accurately reflect the cost to those Lenders of funding their respective Contributions
(or any part of them) during the Interest Period in the London Interbank Market at or about 11.00 a.m. (London time) on the Quotation Date for the Interest Period; or 


  
 19 









	(c)	at least 1 Business Day before the start of an Interest Period, the Agent is notified by a Lender (the “Affected Lender”) that for any reason it is unable to obtain Dollars in the London Interbank
Market or otherwise in order to fund its Contribution (or any part of it) during the Interest Period. 

  

	5.8	Notification of market disruption 

 The Agent shall promptly notify the Borrowers and
each of the Lenders stating the circumstances falling within Clause 5.7 which have caused its notice to be given. 
  

	5.9	Suspension of drawdown 

 If the Agent’s notice under Clause 5.8 is served before an
Advance is borrowed: 
  

	(a)	in a case falling within Clauses 5.7(a) or (b), the Lender’s obligations to make that Advance; 

  

	(b)	in a case falling within Clause 5.7(c), the Affected Lender’s obligation to participate in that Advance; 


shall be suspended while the circumstances referred to in the Agent’s notice continue, 

Provided that in a case falling under Clause 5.7(b) the Lender shall make available that Advance subject to that Lender’s cost
of funding that Advance being paid in full by no later than the end of the first Interest Period in respect of that Advance. 
  

	5.10	Negotiation of alternative rate of interest 

 If the Agent’s notice under
Clause 5.8 is served after an Advance is borrowed, the Borrowers, the Agent, the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within 30 days after the date on which the Agent serves its notice under
Clause 5.8 (the “Negotiation Period”), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution
during the Interest Period concerned. 
  

	5.11	Application of agreed alternative rate of interest 

 Any alternative interest rate or an
alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed. 
  

	5.12	Alternative rate of interest in absence of agreement 

 If an alternative interest rate or
alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender,
set an interest period of 3 months and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the Margin and the Mandatory
Cost (if any); and the procedure provided for by this Clause 5.12 shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent. 

 

	5.13	Notice of prepayment 

 If the Borrowers do not agree with an interest rate set by the
Agent under Clause 5.12, the Borrowers may give the Agent not less than 15 Business Days’ notice of their intention to prepay the Loan or, as the case may be, the relevant Contribution of the Affected Lender at the end of the interest period
set by the Agent. 

  
 20 









	5.14	Prepayment; termination of Commitments 

 A notice under Clause 5.13 shall be irrevocable;
the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrowers’ notice of intended prepayment; and: 
  

	(a)	on the date on which the Agent serves that notice, the Total Commitments or (as the case may require) the Commitment of the Affected Lender shall be cancelled; and 


 

	(b)	on the last Business Day of the interest period set by the Agent, the Borrowers shall prepay (without premium or penalty) the Loan or, as the case may be, the Affected Lender’s Contribution, together with accrued
interest thereon at the applicable rate plus the Margin and the Mandatory Cost (if any). 

  

	5.15	Application of prepayment 

 The provisions of Clause 8 shall apply in relation to the
prepayment. 
  

	6	INTEREST PERIODS 

  

	6.1	Commencement of Interest Periods 

 The first Interest Period applicable to an Advance
shall commence on the Drawdown Date in respect of that Advance and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period. 
  

	6.2	Duration of normal Interest Periods 

 Subject to Clauses 6.3 and 6.4, each Interest
Period in respect of each Advance shall be: 
  

	(a)	3 or 6 months as notified by the Borrowers to the Agent not later than 11.00 a.m. (Hamburg time) 3 Business Days before the commencement of that Interest Period in respect of that Advance (or such other period
acceptable to the Agent (acting on the instructions of the Lenders)); 

  

	(b)	3 months, if the Borrowers fail to notify the Agent by the time specified in paragraph (a); or 

  

	(c)	such other period (as notified by the Borrowers to the Agent not later than 11.00 a.m. (Hamburg time) 3 Business Days before the commencement of that Interest Period in respect of that Advance) as the Agent may, with
the authorisation of the Majority Lenders, agree with the Borrowers subject to availability. 

  

	6.3	Duration of Interest Periods for Instalments 

 In respect of an amount due to be repaid
under Clause 8 on a particular Repayment Date, an Interest Period in respect of the Advance to which that Repayment Date relates shall end on that Repayment Date. 
  

	6.4	Non-availability of matching deposits for Interest Period selected 

 If, after the
Borrowers have requested and the Lenders have agreed an Interest Period other than 3 months, any Lender notifies the Agent by 11.00 a.m. (Hamburg time) on the third Business Day before the commencement of the Interest Period that it is not satisfied
that deposits in Dollars for a period equal to the Interest Period will be available to it in the London Interbank Market when the Interest Period commences, the Interest Period shall be of 3 months. 

  
 21 









	7	DEFAULT INTEREST 

  

	7.1	Payment of default interest on overdue amounts 

 The Borrowers shall pay interest in
accordance with the following provisions of this Clause 7 on any amount payable by the Borrowers under any Finance Document which the Agent, the Security Trustee or the other designated payee does not receive on or before the relevant date, that is:

  

	(a)	the date on which the Finance Documents provide that such amount is due for payment; or 

  

	(b)	if a Finance Document provides that such amount is payable on demand, the date on which the demand is served; or 

  

	(c)	if such amount has become immediately due and payable under Clause 19.4, the date on which it became immediately due and payable. 

  

	7.2	Default rate of interest 

 Interest shall accrue on an overdue amount from (and
including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent to be 2.50 per cent. above: 
  


	(a)	in the case of an overdue amount of principal, the higher of the rates set out at Clauses 7.3(a) and 7.3(b); or 

  

	(b)	in the case of any other overdue amount, the rate set out at Clause 7.3(b). 

  

	7.3	Calculation of default rate of interest 

 The rates referred to in Clause 7.2 are: 

 

	(a)	the rate applicable to the overdue principal amount immediately prior to the relevant date (but only for any unexpired part of any then current Interest Period applicable to it); 


 

	(b)	the aggregate of the Margin and the Mandatory Cost (if any) plus, in respect of successive periods of any duration (including at call) up to 3 months which the Agent may select from time to time: 


 

	 	(i)	LIBOR; or 

  

	 	(ii)	if the Agent determines (after consultation with the Reference Banks) that Dollar deposits for any such period are not being made available to any Reference Bank or (as the case may be) Lenders by leading banks in the
London Interbank Market in the ordinary course of business, a rate from time to time determined by the Agent by reference to the cost of funds to the Reference Banks from such other sources as the Agent (after consultation with the Reference Banks)
may from time to time determine. 

  

	7.4	Notification of interest periods and default rates 

 The Agent shall promptly notify the
Lenders and the Borrowers of each interest rate determined by the Agent under Clause 7.3 and of each period selected by the Agent for the purposes of paragraph 7.3(b) of that Clause; but this shall not be taken to imply that the Borrowers are liable
to pay such interest only with effect from the date of the Agent’s notification. 

  
 22 









	7.5	Payment of accrued default interest 

 Subject to the other provisions of this Agreement,
any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due. 

 

	7.6	Compounding of default interest 

 Any such interest which is not paid at the end of the
period by reference to which it was determined shall thereupon be compounded. 
  

	8	REPAYMENT AND PREPAYMENT 

  

	8.1	Amount of Instalments 

 The Borrowers shall repay: 

 

	(a)	Advance A, by: 

  

	 	(i)	28 equal consecutive quarterly instalments, each in the amount of $1,500,000 (each an “Advance A Instalment” and, together, the “Advance A Instalments”); and


  

	 	(ii)	a balloon instalment in the amount of $39,000,000 (the “Advance A Balloon Instalment”); and 

  

	(b)	Advance B, by: 

  

	 	(i)	28 equal consecutive quarterly instalments, each in the amount of $1,500,000 (each an “Advance B Instalment” and, together, the “Advance B Instalments” and, together with the
Advance A Instalments, the “Instalments” and each an “Instalment”); and 

  

	 	(ii)	a balloon instalment in the amount of $41,000,000 (the “Advance B Balloon Instalment” and, together with the Advance A Balloon Instalment, the “Balloon Instalments” and each a
“Balloon Instalment”) 

 Provided that if the amount drawndown (a) in respect of Advance A
is less than $81,000,000 and (b) in respect of Advance B is less than $83,000,000, each Instalment and the Balloon Instalment in respect of that Advance shall be reduced pro rata by an aggregate amount equal to the undrawn amount. 

 

	8.2	Repayment Dates 

 The first Instalment in respect of each Advance shall be repaid
on the date falling three months from the relevant Drawdown Date, each subsequent Instalment shall be repaid, subject to the proviso of this Clause 8.2, at three-monthly intervals thereafter and the last Instalment in respect of that Advance shall
be repaid, together with the Balloon Instalment of that Advance, on the Final Maturity Date in respect of that Advance Provided that if the Repayment Date of any Instalment falls after the Final Maturity Date, that Instalment or Instalments
would be paid, together with the relevant Balloon Instalment, on the Final Maturity Date in respect of the relevant Advance. 

  
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	8.3	Final Repayment Date 

 On the final Repayment Date to occur pursuant to this Agreement,
the Borrowers shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document. 
  

	8.4	Voluntary prepayment 

 Subject to the following conditions, the Borrowers may prepay the
whole or any part of the Loan on the last day of an Interest Period. 
  

	8.5	Conditions for voluntary prepayment 

 The conditions referred to in Clause 8.4 are that:

  

	(a)	a partial prepayment in respect of the Loan shall be in an amount equal to $500,000 or a higher integral multiple thereof (or such other amount acceptable to the Agent in its discretion); 


 

	(b)	the Agent has received from the Borrowers at least 5 Business Days’ prior written notice (the “Prepayment Notice”) specifying: 


 

	 	(i)	the amount to be prepaid and the date on which the prepayment is to be made; and 

  

	 	(ii)	whether such prepayment will be applied against an Advance, in which case the Borrowers will specify the Advance against which that prepayment should be applied. A failure by the Borrowers to make such a designation
shall result in the prepayment being applied against each Advance in accordance with Clause 8.10(a); and 

  

	(c)	the Borrowers have provided evidence satisfactory to the Agent that any consent required by the Borrowers or any Security Party (other than the Other Manager) in connection with the prepayment has been obtained and
remains in force, and that any requirement relevant to this Agreement which affects the Borrowers or any Security Party (other than the Other Manager) has been complied with. 


 

	8.6	Effect of Prepayment Notice and Cancellation Notice 

 A Prepayment Notice or Cancellation
Notice may not be withdrawn or amended without the consent of the Agent, given with the authorisation of the Majority Lenders, and: 
  

	(a)	in the case of a Prepayment Notice, the amount specified in the Prepayment Notice shall become due and payable by the Borrowers on the date for prepayment specified in the prepayment notice; and 


 

	(b)	in the case of a Cancellation Notice, the amount cancelled shall be permanently cancelled and may not be reborrowed. 

  

	8.7	Notification of Prepayment Notice or Cancellation Notice 

 The Agent shall notify the
Lenders promptly upon receiving a Cancellation Notice or Prepayment Notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrowers under Clause 8.5(c). 

 

	8.8	Mandatory prepayment 

 The Borrowers shall be obliged to prepay the Relevant Amount if
either Ship is sold or becomes a Total Loss: 

  
 24 









	(a)	in the case of a sale on or before the date on which the sale is completed by delivery of the Ship to the buyer; or 

  

	(b)	in the case of a Total Loss, on the earlier of the date falling 120 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss.


 In this Clause 8.8 “Relevant Amount” means an amount equal to the higher of: 

 

	 	(i)	the current principal amount outstanding of the Advance to which the Ship being sold on which has become a Total Loss at the relevant time; and 


 

	 	(ii)	an amount which after the application of the prepayment to be made pursuant to this Clause 8.8, results in the security cover ratio under Clause 15.1 being 125 per cent. 


 

	8.9	Amounts payable on prepayment 

 A prepayment shall be made together with accrued interest
(and any other amount payable under Clause 21 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 21.1(b) but without premium or penalty.

  

	8.10	Application of partial prepayment or cancellation 

 Each partial prepayment shall be
applied: 
 if made pursuant to Clause 8.4, proportionately between each Advance and thereafter against the Instalments in respect of that
Advance which are at the time being outstanding and the relevant Balloon Instalment in order of maturity Provided that the Borrowers may, at their option, request that a prepayment made in accordance with Clauses 8.4 and 8.5(b)(ii) be applied
against one Advance only in which case such prepayment shall be applied in order of maturity against the Instalments in respect of that Advance which are at that time being outstanding and the relevant Balloon Instalment; 

if made pursuant to Clause 8.8, first towards full repayment of the Advance related to the Ship being sold or which has become a Total Loss,
and thereafter pro rata against the Instalments in respect of the other Advance which are at the time being outstanding and the relevant Balloon Instalment; and 

if made pursuant to Clause 15.2, proportionately between each Advance and thereafter pro rata against the Instalments in respect of that
Advance which are at the time being outstanding and the relevant Balloon Instalment. 
  

	8.11	Optional facility cancellation 

 The Borrowers shall be entitled upon giving to
the Agent not less than 5 Business Days prior written notice (the “Cancellation Notice”), which notice shall be irrevocable and shall, at the option of the Borrowers, specify whether such cancellation will apply to a specific
Advance, in which case the Borrowers will specify that Advance. A failure by the Borrowers to make such a designation shall result in the cancelled amount being applied proportionately between the undrawn Advance), to cancel, in whole or in part,
and, if in part, by an amount not less than $500,000 (or such other amount acceptable to the Agent) or a higher multiple thereof, the undrawn balance of the Total Commitments. Upon such cancellation taking effect on expiry of a Cancellation Notice
the several obligations of the Lenders to make their respective Commitments available in relation to the portion of the Total Commitments to which such Cancellation Notice relates shall terminate. 

  
 25 









	8.12	No reborrowing 

 No amount prepaid or cancelled may be reborrowed. 

 

	9	CONDITIONS PRECEDENT 

  

	9.1	Documents, fees and no default 

 Each Lender’s obligation to make available an
Advance is subject to the following conditions precedent: 
  

	(a)	that, on or before the date of this Agreement, the Agent receives: 

  

	 	(i)	the documents described in Part A of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; 

  

	 	(ii)	payment of structuring fee payable pursuant to Clause 20.1(a); and 

  

	 	(iii)	payment of any expenses payable pursuant to Clause 20.2 which are due and payable on that date; 

  

	(b)	that, on or before each Drawdown Date, the Agent receives: 

  

	 	(i)	the documents described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its lawyers; 

  

	 	(ii)	payment of any accrued commitment fee payable pursuant to Clause 20.1(b); and 

  

	 	(iii)	payment of any expenses payable pursuant to Clause 20.2 which are due and payable on that Drawdown Date; 

  

	(c)	that both at the date of each Drawdown Notice and at the relevant Drawdown Date: 

  

	 	(i)	no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance; 

  

	 	(ii)	the representations and warranties in Clause 10 and those of the Borrowers or any Security Party (other than the Other Manager) which are set out in the other Finance Documents would be true and not misleading if
repeated on each of those dates with reference to the circumstances then existing; 

  

	 	(iii)	none of the circumstances contemplated by Clause 5.7 has occurred and is continuing; and 

  

	 	(iv)	there has been no Material Adverse Change; 

  

	(d)	that, if the ratio set out in Clause 15.1 were applied immediately following the borrowing of an Advance, the Borrowers would not be obliged to provide additional security or prepay part of the Loan under that Clause;
and 

  

	(e)	that the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the
Majority Lenders, request by notice to the Borrowers prior to the relevant Drawdown Date. 


  
 26 









	9.2	Waiver of conditions precedent 

 If the Majority Lenders, at their discretion, permit an
Advance to be borrowed before certain of the conditions referred to in Clause 9.1 are satisfied, the Borrowers shall ensure that those conditions are satisfied within 5 Business Days after the relevant Drawdown Date (or such longer period as the
Agent may, with the authorisation of the Majority Lenders, specify). 
  

	10	REPRESENTATIONS AND WARRANTIES 

  

	10.1	General 

 Each Borrower represents and warrants to each Creditor Party as follows. 

 

	10.2	Status 

 Each Borrower is duly incorporated, validly existing and in good standing under
the laws of The Marshall Islands. 
  

	10.3	Share capital and ownership 

 Borrower A has an authorised share capital divided into 500
registered and/or bearer shares, without par value all of which have been issued in registered form and Borrower B has an authorised share capital divided into 500 registered shares with a par value of $1.00 per share, all of which have been issued,
and the legal title and beneficial ownership of all those shares is held, free of any Security Interest or other claim, by Navios Maritime Operating L.L.C., a limited liability company duly formed validly existing and in good standing under the laws
of The Marshall Islands, the limited liability company interests in which are held in their entirety by the Corporate Guarantor. 
  

	10.4	Corporate power 

 Each Borrower has the corporate capacity, and has taken all corporate
action and obtained all consents necessary for it: 
  

	(a)	to enter into each Underlying Document, to purchase and pay for the relevant Ship under the relevant MOA and register that Ship in its name under an Approved Flag; 


 

	(b)	to execute the Finance Documents to which that Borrower is a party; and 

  

	(c)	to borrow an Advance under this Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents to which it is a party. 


 

	10.5	Consents in force 

 All the consents referred to in Clause 10.4 remain in force and
nothing has occurred which makes any of them liable to revocation. 
  

	10.6	Legal validity; effective Security Interests 

 The Finance Documents and each Underlying
Document to which each Borrower is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents): 

 

	(a)	constitute that Borrower’s legal, valid and binding obligations enforceable against that Borrower in accordance with their respective terms; and 


 

	(b)	create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate, subject to any relevant insolvency laws affecting
creditors’ rights generally. 


  
 27 









	10.7	No third party Security Interests 

 Without limiting the generality of Clause 10.6, at
the time of the execution and delivery of each Finance Document to which a Borrower is a party: 
  

	(a)	each Borrower which is a party to that Finance Document will have the right to create all the Security Interests which that Finance Document purports to create; and 


 

	(b)	no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms,
relates. 

  

	10.8	No conflicts 

 The execution by each Borrower and each Security Party of each Finance
Document and each Underlying Document to which it is a party, and the borrowing by that Borrower (together with the other Borrower) of the Loan, and its compliance with each Finance Document and each Underlying Document to which it is a party will
not involve or lead to a contravention of: 
  

	(a)	any law or regulation; or 

  

	(b)	the constitutional documents of that Borrower; or 

  

	(c)	any contractual or other obligation or restriction which is binding on that Borrower or any of its assets, 


and will not have a Material Adverse Effect. 
  

	10.9	No withholding taxes 

 All payments which each Borrower is liable to make under the
Finance Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction. 
  

	10.10	No default 

 No Event of Default or Potential Event of Default has occurred. 

 

	10.11	Information 

 All information which has been provided in writing by or on behalf of the
Borrowers or any Security Party (other than the Other Manager) to any Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.5; all audited and unaudited accounts and financial statements which have been so
provided satisfied the requirements of Clause 11.7; and there has been no change in the financial position or state of affairs of any Borrower or the Group from that disclosed in the latest of those accounts which is likely to have a Material
Adverse Effect. 
  

	10.12	No litigation 

 No legal or administrative action involving either Borrower or any
Security Party (other than the Other Manager) (including action relating to any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to either Borrower’s knowledge, is likely to be commenced or taken which
would, in either case, be likely to have a Material Adverse Effect. 

  
 28 









	10.13	Validity and completeness of Underlying Documents 

 Each Underlying Document constitutes
valid, binding and enforceable obligations of the parties thereto in accordance with its terms and: 
  

	(a)	the copy of that Underlying Document delivered to the Agent before the date of this Agreement is a true and complete copy; and 

  

	(b)	no amendments or additions to that Underlying Document have been agreed nor has any party which is a party thereto, waived any of its respective rights thereunder. 


 

	10.14	Compliance with certain undertakings 

 At the date of this Agreement, the Borrowers are
in compliance with Clauses 11.2, 11.4, 11.9 and 11.13. 
  

	10.15	No rebates etc. 

 There is no agreement or understanding to allow or pay any rebate,
premium, commission, discount or other benefit or payment (howsoever described) to either Borrower in connection with the purchase by each Borrower of the Ship, other than as disclosed to the Agent in writing on or prior to the date of this
Agreement. 
  

	10.16	Taxes paid 

 Each Borrower has paid all taxes applicable to, or imposed on or in relation
to that Borrower, its business or the Ship owned by it. 
  

	10.17	ISM Code and ISPS Code compliance 

 All requirements of the ISM Code and the ISPS Code as
they relate to the Borrowers, the Approved Managers and the Ships have been complied with. 
  

	10.18	No Money laundering 

 Each Borrower: 

 

	(a)	will not, and will procure that no Security Party (other than the Other Manager), to the extent applicable, will, in connection with this Agreement or any of the other Finance Documents, contravene or permit any
subsidiary to contravene, any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of the Directive 2005/60/EC of the European Parliament and of the Council of
the European Union of 26 October 2005) and comparable United States Federal and state laws. Each Borrower shall further submit any documents and declarations on request, if such documents or declarations are required by any Creditor Party to
comply with its domestic money laundering and/or legal identification requirements; and 

  

	(b)	confirms that it is the beneficiary within the meaning of the German Anti Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus schweren Straftaten (Geldwäschegesetz)), acting for its
own account and not for or on behalf of any other person for each part of the Loan made or to be made available to it under this Agreement. That is to say, it acts for its own account and not for or on behalf of anyone else. 


Each Borrower will promptly inform the Agent by written notice, if it is not or ceases to be the beneficiary and will provide in writing the
name and address of the beneficiary. 

  
 29 








 The Agent shall promptly notify the Lenders of any written notice it receives under this Clause
10.18. 
  

	10.19	No Immunity 

 Neither a Borrower nor any of its assets is entitled to immunity on grounds
of sovereignty or otherwise from any legal action or proceeding (including, without limitation, suit, attachment prior to judgement, execution or other enforcement). 
  

	10.20	Choice of law 

 The choice of the laws of England to govern the Loan Agreement and those
other Finance Documents which are expressed to be governed by the laws of England and the laws of Germany to govern the Account Pledges and the laws of the applicable Approved Flag State to govern the Mortgages, constitutes a valid choice of law and
the submission by the Borrowers or, as the case may be, the relevant Security Parties, thereunder to the non-exclusive jurisdiction of the Courts of England or, in the case of the Account Pledges, Germany is a valid submission and does not
contravene the laws of The Marshall Islands and the laws of England or, in the case of the Account Pledges, Germany or, in the case of the Mortgages, the applicable Approved Flag State will be applied by the Courts of The Marshall Islands if the
Loan Agreement or those other Finance Documents or any claim thereunder comes under their jurisdiction upon proof of the relevant provisions of the laws of England or, in the case of the Account Pledges, Germany or, in the case of the Mortgages, the
applicable Approved Flag State. 
  

	10.21	Pari passu ranking 

 The obligations of each Security Party (other than the Other
Manager) under the Finance Documents to which it is a party are direct, general and unconditional obligations and 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. 
  

	10.22	Repetition 

 The representations and warranties in this Clause 10 shall be deemed to be
repeated by the Borrowers: 
  

	(a)	on the date of service of each Drawdown Notice; 

  

	(b)	on each Drawdown Date; and 

  

	(c)	with the exception of Clauses 10.9, 10.10, 10.11 and 10.12, on the first day of each Interest Period, and on the date on which any Compliance Certificate is given pursuant to Clause 11.18, 


as if made with reference to the facts and circumstances existing on each such day. 

 

	11	GENERAL UNDERTAKINGS 

  

	11.1	General 

 Each Borrower undertakes with each Creditor Party to comply with the following
provisions of this Clause 11 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit. 
  

	11.2	Title; negative pledge and pari passu ranking 

 Each Borrower will: 

  
 30 









	(a)	as from the Delivery Date of its Ship, hold the legal title to, and own the entire beneficial interest in that Ship, her Insurances and Earnings, free from all Security Interests and other interests and rights of every
kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents and except for Permitted Security Interests; 


 

	(b)	not create or permit to arise any Security Interest (except for Permitted Security Interests) over any other asset, present or future; and 


 

	(c)	procure that its liabilities under the Finance Documents to which it is a party rank at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily
preferred by law. 

  

	11.3	No disposal of assets 

 Neither Borrower will transfer, lease or otherwise dispose of:

  

	(a)	all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not (whether by way of sale or leaseback or otherwise); or 


 

	(b)	any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation, 


but paragraph (a) does not apply to any charter of a Ship as to which Clause 14.13 applies. 

 

	11.4	No other liabilities or obligations to be incurred 

 Neither Borrower will incur any
liability or obligation (including, without limitation, any Financial Indebtedness, any derivative or swap transactions and obligations under a guarantee) except: 
  

	(a)	liabilities and obligations under the Finance Documents and the Underlying Documents to which it is or, as the case may be, will be a party and under the relevant Term Loan B Guarantee; and 


 

	(b)	liabilities or obligations reasonably incurred in the normal course of its business of trading, operating and chartering, maintaining and repairing the Ship owned by it (including, without limitation, investments (only
if incurred in the normal course of its business trading), any shareholder loan subject to the relevant Borrower ensuring on or prior to the date of the first advance of that loan, that the rights of the shareholder which is the provider of that
loan are fully subordinated)) in writing and upon such terms and conditions as shall be required by the Agent (acting on the instructions of the Majority Lenders) but excluding any liabilities and obligations arising under any sale or lease back
agreements and any off-balance-sheet obligations). 

  

	11.5	Information provided to be accurate 

 All financial and other information, including but
not limited to factual information, exhibits and reports, which is provided in writing by or on behalf of either Borrower under or in connection with any Finance Document will be true and not misleading and will not omit any material fact or
consideration. 
  

	11.6	Provision of financial statements 

 Each Borrower will send or procure there are sent to
the Agent: 

  
 31 









	(a)	as soon as possible, but in no event later than 180 days after the end of each Financial Year of the Corporate Guarantor (commencing with the Financial Year which ended on 31 December 2014) the consolidated audited
annual accounts of the Group; 

  

	(b)	as soon as possible, but in no event later than 90 days after the end of each 6- month period in each Financial Year of the Corporate Guarantor (commencing with the 6-month period ending on 30 June 2015), the
unaudited semi-annual financial statements of the Group for that 6-month period, certified as to their correctness by 1 director and/or officer of the Corporate Guarantor; and 


 

	(c)	promptly after each request by the Agent, such further financial or other information in respect of either Borrower, either Ship, the Corporate Guarantor, the Group and the other Security Parties (including, without
limitation, any information regarding any sale and purchase agreements, investment brochures, shipbuilding contracts and charter agreements) as may be requested by the Agent. 


 

	11.7	Form of financial statements 

 All accounts delivered under Clause 11.6 will: 

 

	(a)	be prepared by and in accordance with all applicable laws and US GAAP and, in the case of any audited financial statements, be certified by an Approved Auditor; 


 

	(b)	give a true and fair view of the state of affairs of the Group at the date of those accounts and of its profit for the period to which those accounts relate; and 


 

	(c)	fully disclose or provide for all significant liabilities of the Group and the Ships. 

  

	11.8	Shareholder and creditor notices 

 Each Borrower will send the Agent, at the same time as
they are despatched, copies of all communications which are despatched to that Borrower’s shareholders or creditors or any class of them. 
  

	11.9	Consents 

 Each Borrower will maintain in force and promptly obtain or renew, and will
promptly send certified copies to the Agent of, all consents required: 
  

	(a)	for that Borrower to perform its obligations under any Finance Document and any Underlying Document to which it is or, as the case may be, will be a party; 


 

	(b)	for the validity or enforceability of any Finance Document and any Underlying Document to which it is a party; and 

  

	(c)	for that Borrower to continue to own and operate the Ship owned by it, 

 and that Borrower will
comply with the terms of all such consents. 
  

	11.10	Maintenance of Security Interests 

 Each Borrower will: 

 

	(a)	at its own cost, do all that it reasonably can ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and 


  
 32 









	(b)	without limiting the generality of paragraph (a), at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or
similar tax in all Pertinent Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the opinion of the Majority Lenders, is or has become necessary or desirable for any Finance Document to be valid,
enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates. 

  

	11.11	Notification of litigation 

 Each Borrower will provide the Agent with details of any
legal or administrative action involving that Borrower, any Security Party (other than the Other Manager) or the Ship owned by it, the Earnings or the Insurances in respect of that Ship, any Security Party or any Approved Manager as soon as such
action is instituted or it becomes apparent to that Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document and each Borrower shall
procure that reasonable measures are taken for the defence in any such legal or administrative action. 
  

	11.12	No amendment to Underlying Documents 

 Neither Borrower will agree to any amendment or
supplement to, or waive or fail to enforce, any Underlying Document to which it is a party or any of its provisions except for any Management Agreement provided that the Agent is informed in writing of such amendment to the Management Agreement on
or prior to the effect of such change and that Borrower provides the Agent with a copy of that amended Management Agreement promptly after such date. 
  

	11.13	Principal place of business 

 Each Borrower will maintain its place of business, and keep
its corporate documents and records, at the address stated in Clause 28.2(a); and neither Borrower will establish, or do anything as a result of which it would be deemed to have, a place of business in the United Kingdom or the United States. 

 

	11.14	Confirmation of no default 

 Each Borrower will, within 2 Business Days after service by
the Agent of a written request, serve on the Agent a notice which is signed by the authorised representative or a director of that Borrower and which: 
  

	(a)	states that no Event of Default or Potential Event of Default has occurred; or 

  

	(b)	states that no Event of Default or Potential Event of Default has occurred, except for a specified event or matter, of which all material details are given. 


The Agent may serve requests under this Clause 11.14 from time to time but only if asked to do so by a Lender or Lenders having Contributions
exceeding 10 per cent. of the Loan or (if neither of the Advances have been drawn down) Commitments exceeding 10 per cent. of the Total Commitments; and this Clause 11.14 does not affect the Borrowers’ obligations under Clause 11.15.

  

	11.15	Notification of default 

 Each Borrower will notify the Agent as soon as that Borrower
becomes aware of: 
  

	(a)	the occurrence of an Event of Default or a Potential Event of Default; or 

  

	(b)	any matter which indicates that an Event of Default or a Potential Event of Default may have occurred, and will keep the Agent fully up-to-date with all developments. 


  
 33 









	11.16	Provision of further information 

 Each Borrower will, as soon as practicable after
receiving the request, provide the Agent with any additional financial or other information relating: 
  

	(a)	to that Borrower, the Ship owned by it, the Earnings or the Insurances in respect of that Ship; or 

  

	(b)	to any other matter relevant to, or to any provision of, a Finance Document, 

 which may be
requested by the Agent, the Security Trustee or any Lender at any time. 
  

	11.17	Provision of copies and translation of documents 

 Each Borrower will supply the Agent
with a sufficient number of copies of the documents referred to above to provide 1 copy for each Creditor Party; and if the Agent so requires in respect of any of those documents, the Borrowers will provide a certified English translation prepared
by a translator approved by the Agent or have been notarised and/or legalised by a competent authority. 
  

	11.18	Compliance Certificate 

  

	(a)	The Borrowers shall supply to the Agent, together with each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause 11.6, a Compliance Certificate. 


 

	(b)	Each Compliance Certificate shall be duly signed by one director and/or officer of the Corporate Guarantor, evidencing (inter alia) the Borrowers’ compliance (or not, as the case may be) with the provisions of
Clause 15.1 and the Corporate Guarantor’s compliance with clause 12.3 of the Corporate Guarantee. 

  

	11.19	“Know your customer” checks 

 If: 

 

	(a)	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; 


 

	(b)	any change in the status of either Borrower or any Security Party (other than the Other Manager) after the date of this Agreement; or 


 

	(c)	a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer, 


obliges the Agent or any Lender (or, in the case of paragraph (c), any prospective new Lender) to comply with “know your customer” or
similar identification procedures in circumstances where the necessary information is not already available to it, the Borrowers shall promptly upon the request of the Agent or the Lender concerned supply, or procure the supply of, such
documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or the Lender concerned (for itself or, in the case of the event described in paragraph (c), on behalf of any prospective new Lender) in
order for the Agent, the Lender concerned or, in the case of the event described in paragraph (c), any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks
under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. 

  
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	12	CORPORATE UNDERTAKINGS 

  

	12.1	General 

 Each Borrower also undertakes with each Creditor Party to comply with the
following provisions of this Clause 12 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit in writing. 

 

	12.2	Maintenance of status 

 Each Borrower will maintain its separate corporate existence and
remain in good standing under the laws of The Marshall Islands. 
  

	12.3	Negative undertakings 

 Neither Borrower will: 

 

	(a)	change the nature of its business or carry on any business other than the ownership, chartering and operation of the Ship owned by it; or 


 

	(b)	pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital if an Event of Default has occurred and is continuing at the relevant time or an Event of
Default will result from such payment of dividend or such distribution or effect any form of redemption, purchase or return of share capital; or 

  

	(c)	provide any form of credit or financial assistance to: 

  

	 	(i)	a person who is directly or indirectly interested in the Borrower’s share or loan capital; or 

  

	 	(ii)	any company in or with which such a person is directly or indirectly interested or connected, 


or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to the Borrowers
than those which it could obtain in a bargain made at arms’ length; 
  

	(d)	open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents; or 


 

	(e)	issue, allot or grant any person a right to any shares in its capital or repurchase or reduce its issued share capital; 

  

	(f)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks, or enter into any transaction in a derivative; or


  

	(g)	enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation (including, without limitation, any split-up or divestiture of that Borrower). 


 

	12.4	Corporate Guarantor’s subsidiaries 

 The Borrowers shall provide the Agent with a
list of the Corporate Guarantor’s subsidiaries at the date of this Agreement (together with any information requested by the Agent pursuant to Clause 11.6(c) in respect of such subsidiaries) and shall advise the Agent of any amendments to such
list from time to time, unless such information are included in the financial statement or periodic public filings of the Corporate Guarantor. 

  
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	13	INSURANCE 

  

	13.1	General 

 Each Borrower also undertakes with each Creditor Party to comply with the
following provisions of this Clause 13 (as from the Delivery Date of the Ship owned by it and at all times thereafter), during the Security Period except as the Agent may, with the authorisation of the Lenders, otherwise permit. 

 

	13.2	Maintenance of obligatory insurances 

 Each Borrower shall keep the Ship owned by it
insured at the expense of that Borrower against: 
  

	(a)	fire and usual marine risks (including hull and machinery and excess risks); 

  

	(b)	war risks (including protection and indemnity war risks with a separate limit not less than hull value); 

  

	(c)	protection and indemnity risks (including, without limitation protection and indemnity war risks in excess of the amount for war risks (hull) and oil pollution liability risks in each case in the highest amount
available in the international insurance market); and 

  

	(d)	any other risks the insurance of which the Security Trustee acting on the instructions of the Majority Lenders, having regard to practices, recommendations and other circumstances prevailing at the relevant time, may
from time to time require by notice to that Borrower. 

  

	13.3	Terms of obligatory insurances 

 Each Borrower shall effect such insurances in such
amounts in such currency and upon such terms and conditions as shall from time to time be approved in writing by the Security Trustee in its sole discretion, but in any event as follows: 

 

	(a)	in Dollars; 

  

	(b)	in the case of fire and usual marine risks and war risks, on an agreed value basis in approved amounts but not in any event less than the higher of (i) an amount equal to 120 per cent. of the aggregate of
(A) the Advance relative to the Ship owned by it, and (B) the principal amount secured by any equal or prior ranking Security Interest on the Ship and (ii) the Market Value of the Ship; 


 

	(c)	in the case of oil pollution liability risks, for an amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry (with the International Group of Protection and
Indemnity Clubs) and the international marine insurance market (currently $1,000,000,000 for any one accident or occurrence); 

  

	(d)	in relation to protection and indemnity risks in respect of the full value and tonnage of that Ship; 

  

	(e)	in relation to war risks insurance, extended to cover piracy and terrorism where excluded under the fire and usual marine risks insurance; 


 

	(f)	on approved terms and conditions; 

  

	(g)	such other risks of whatever nature and howsoever arising in respect of which insurance would be maintained by a prudent owner of a vessel similar to that Ship; and 


  
 36 









	(h)	through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations
which are members of the International Group of Protection and Indemnity Associations, and have a Standard & Poor’s rating of at least BBB- or a comparable rating by any other rating agency acceptable to the Security Trustee (acting on
the instructions of the Majority Lenders). 

  

	13.4	Further protections for the Creditor Parties 

 In addition to the terms set out in Clause
13.3, each Borrower shall, and shall procure that: 
  

	(a)	it and any and all third parties who are named assured or co-assured under any obligatory insurance shall assign their interest in any and all obligatory insurances and other Insurances if so required by the Agent;


  

	(b)	whenever the Security Trustee requires, the obligatory insurances name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest and with
full waiver of rights of subrogation they may have under any applicable law against the Security Trustee, but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of
such insurance; 

  

	(c)	the interest of the Security Trustee as assignee and as loss payee shall be duly endorsed on all slips, cover notes, policies, certificates of entry or other instruments of insurance in respect of the obligatory
insurances; 

  

	(d)	the obligatory insurances shall name the Security Trustee as sole loss payee with such directions for payment as the Security Trustee may specify; 


 

	(e)	the obligatory insurances shall provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Trustee shall be made without set-off, counterclaim or deductions or condition
whatsoever; 

  

	(f)	the obligatory insurances shall provide that the insurers shall waive, to the fullest extent permitted by English law, their entitlement (if any) (whether by statute, common law, equity, or otherwise) to be subrogated
to the rights and remedies of the Security Trustee in respect of any rights or interests (secured or not) held by or available to the Security Trustee in respect of the Secured Liabilities, until the Secured Liabilities shall have been fully repaid
and discharged, except that the insurers shall not be restricted by the terms of this paragraph (f) from making personal claims against persons (other than either Borrower or any Creditor Party) in circumstances where the insurers have fully
discharged their liabilities and obligations under the relevant obligatory insurances; 

  

	(g)	the obligatory insurances shall provide that the obligatory insurances shall be primary without right of contribution from other insurances effected by the Security Trustee or any other Creditor Party;


  

	(h)	the obligatory insurances shall provide that the Security Trustee may make proof of loss if that Borrower fails to do so; and 

  

	(i)	the obligatory insurances shall provide that if any obligatory insurance is cancelled, or if any substantial change is made in the coverage which adversely affects the interest of the Security Trustee, or if any
obligatory insurance is allowed to lapse for non-payment of premium, such cancellation, charge or lapse shall not be effective with regard to the Security Trustee for 14 days (or 7 days in the case of war
risks) after receipt by the Security Trustee of prior written notice from the insurers of such cancellation, change or lapse. 


  
 37 









	13.5	Renewal of obligatory insurances 

 Each Borrower shall: 

 

	(a)	at least 14 days before the expiry of any obligatory insurance effected by it: 

  

	 	(i)	notify the Security Trustee of the brokers, underwriters, insurance companies and any protection and indemnity or war risks association through or with whom that Borrower proposes to renew that obligatory insurance and
of the proposed terms and conditions of renewal; and 

  

	 	(ii)	seek the Security Trustee’s approval to the matters referred to in paragraph (i); 

  

	(b)	at least 7 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Security Trustee’s approval pursuant to paragraph (a); and 


 

	(c)	procure that the approved brokers and/or the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Security Trustee in writing of the terms
and conditions of the renewal. 

  

	13.6	Copies of policies; letters of undertaking 

 Each Borrower shall ensure that all approved
brokers provide the Security Trustee with pro forma copies of all cover notes and policies relating to the obligatory insurances which they are to effect or renew and of a letter or letters of undertaking in a form required by the Security Trustee
and including undertakings by the approved brokers that: 
  

	(a)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 13.4; 


 

	(b)	they will hold such policies, and the benefit of such insurances, to the order of the Security Trustee in accordance with the said loss payable clause; 


 

	(c)	they will advise the Security Trustee immediately of any material change to the terms of the obligatory insurances; 

  

	(d)	they will notify the Security Trustee, not less than 14 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from that Borrower or its agents and,
in the event of their receiving instructions to renew, they will promptly notify the Security Trustee of the terms of the instructions; and 

  

	(e)	they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by it under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect
of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts, and they will not cancel such obligatory insurances by reason of non-payment of such
premiums or other amounts, and will arrange for a separate policy to be issued in respect of that Ship forthwith upon being so requested by the Security Trustee provided that the general or, as the case may be, individual conditions of such
insurances permit. 

  

	13.7	Copies of certificates of entry; letters of undertaking 

 Each Borrower shall ensure that
any protection and indemnity and/or war risks associations in which the Ship owned by that Borrower is entered provides the Security Trustee with: 
  

	(a)	a certified copy of the certificate of entry for that Ship; 


  
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	(b)	a letter or letters of undertaking in such form as may be required by the Security Trustee; 

  

	(c)	where required to be issued under the terms of insurance/indemnity provided by that Borrower’s protection and indemnity association, a certified copy of each United States of America voyage quarterly declaration
(or other similar document or documents) made by that Borrower in accordance with the requirements of such protections and indemnity association; and 

  

	(d)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority or, as the case may be, protection and
indemnity associations in relation to that Ship (if applicable). 

  

	13.8	Deposit of original policies 

 Each Borrower shall ensure that all policies relating to
obligatory insurances effected by it are deposited with the approved brokers (where and if applicable or available) through which the insurances are effected or renewed. 
  

	13.9	Payment of premiums 

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

	13.10	Guarantees 

 Each Borrower shall ensure that any guarantees required by a protection and
indemnity or war risks association are promptly issued and remain in full force and effect. 
  

	13.11	Restrictions on employment 

 Each Borrower shall not employ the Ship owned by it, nor
shall permit it to be employed, outside the cover provided by any obligatory insurances. 
  

	13.12	Compliance with terms of insurances 

 Each Borrower shall not do or omit to do (nor
permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in
particular it shall: 
  

	(a)	take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in Clause 13.6(c)) ensure that the
obligatory insurances are not made subject to any exclusions or qualifications to which the Security Trustee has not given its prior approval; 

  

	(b)	not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it approved by the underwriters of the obligatory insurances; 


 

	(c)	make (and promptly supply copies to the Agent (upon its request)) of all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which that Ship is entered to
maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation) and, if applicable, shall procure that the Approved Manager complies
with this requirement; and 

  

	(d)	not employ that Ship, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any
requirements (as to extra premium or otherwise) which the insurers specify. 


  
 39 









	13.13	Alteration to terms of insurances 

 Each Borrower shall neither make nor agree to any
alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance. 
  

	13.14	Settlement of claims 

 Each Borrower shall not settle, compromise or abandon any claim
under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become
payable in respect of the obligatory insurances and shall do all things necessary to ensure such collection or recovery is made. 
  

	13.15	Provision of copies of communications 

 Each Borrower shall provide the Security Trustee,
when so requested, copies of all written communications between that Borrower and: 
  

	(a)	the approved brokers; and 

  

	(b)	the approved protection and indemnity and/or war risks associations; and 

  

	(c)	the approved insurance companies and/or underwriters, which relate directly or indirectly to: 

  

	 	(i)	that Borrower’s obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and 


 

	 	(ii)	any credit arrangements made between that Borrower and any of the persons referred to in paragraphs (a) or (b) relating wholly or partly to the effecting or maintenance of the obligatory insurances.


  

	13.16	Provision of information and further undertakings 

 In addition, each Borrower shall
promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) requests for the purpose of: 

 

	(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or 


 

	(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13.17 or dealing with or considering any matters relating to any such insurances, 


and each Borrower shall: 
  

	 	(i)	do all things necessary and provide the Agent and the Security Trustee with all documents and information to enable the Security Trustee to collect or recover any moneys in respect of the Insurances which are payable to
the Security Trustee pursuant to the Finance Documents; and 

  

	 	(ii)	promptly provide the Agent with full information regarding any Major Casualty or in consequence whereof the Ship has become or may become a Total Loss and agree to any settlement of such casualty or other accident or
damage to the Ship owned by that Borrower only with the Agent’s prior written consent, 


  
 40 








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

	13.17	Mortgagee’s interest and additional perils insurances 

 The Security Trustee shall
be entitled from time to time to effect, maintain and renew all or any of the following insurances in such amounts, on such terms, through such insurers and generally in such manner as the Majority Lenders may from time to time consider appropriate:

  

	(a)	a mortgagee’s interest insurance providing for the indemnification of the Creditor Parties for any losses under or in connection with any Finance Document (in an amount of up to 120 per cent. of the Loan)
which directly or indirectly result from loss of or damage to a Ship or a liability of that Ship or of the Borrower owning that Ship, being a loss or damage which is prima facie covered by an obligatory insurance but in respect of which there is a
non-payment (or reduced payment) by the underwriters by reason of, or on the basis of an allegation concerning: 

  

	 	(i)	any act or omission on the part of that Borrower, of any operator, charterer, manager or sub-manager of that Ship or of any officer, employee or agent of that Borrower or of any such person, including any breach of
warranty or condition or any non-disclosure relating to such obligatory insurance; 

  

	 	(ii)	any act or omission, whether deliberate, negligent or accidental, or any knowledge or privity of that Borrower, any other person referred to in paragraph (i) above, or of any officer, employee or agent of that
Borrower or of such a person, including the casting away or damaging of that Ship and/or the Ship being unseaworthy; and/or 

  

	 	(iii)	any other matter capable of being insured against under a mortgagee’s interest marine insurance policy whether or not similar to the foregoing; and 


 

	(b)	a mortgagee’s interest additional perils insurance providing for the indemnification of the Creditor Parties against, among other things, any possible losses or other consequences of any Environmental Claim,
including the risk of expropriation, arrest or any form of detention of a Ship, the imposition of any Security Interest over that Ship and/or any other matter capable of being insured against under a mortgagee’s interest additional perils
policy whether or not similar to the foregoing, and in an amount of up to 110 per cent. of the Loan, 

 and the Borrowers
shall upon demand fully indemnify the Security Trustee in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any
matter arising out of any such insurance. 
  

	13.18	Review of insurance requirements 

 The Security Trustee shall be entitled to review the
requirements of this Clause 13 from time to time in order to take account of any changes in circumstances after the date of this Agreement which are, in the opinion of the Agent (acting on the instructions of the Majority Lenders), significant and
capable of affecting the Borrowers, each Ship and its Insurances (including, without limitation, changes in the availability or the cost of insurance coverage or the risks to which the Borrower owning that Ship may be subject) and the Borrowers
shall upon demand fully indemnify the Agent in respect of all fees and other expenses incurred by or for the account of the Agent in appointing an independent marine insurance broker or adviser to conduct such review. 

  
 41 









	13.19	Modification of insurance requirements 

 The Security Trustee shall notify the Borrowers
of any proposed modification under Clause 13.18 to the requirements of this Clause 13 which the Security Trustee reasonably considers appropriate in the circumstances, and such modification shall take effect on and from the date it is notified
in writing to the Borrowers as an amendment to this Clause 13 and shall bind the Borrowers accordingly. 
  

	13.20	Compliance with mortgagee’s instructions 

 The Security Trustee shall be entitled
(without prejudice to or limitation of any other rights which it may have or acquire under any Finance Document) to require a Ship to remain at any safe port or to proceed to and remain at any safe port designated by the Security Trustee until the
Borrower owning that Ship implements any amendments to the terms of the obligatory insurances and any operational changes required as a result of a notice served under Clause 13.19. 

 

	14	SHIP COVENANTS 

  

	14.1	General 

 Each Borrower also undertakes with each Creditor Party to comply with the
following provisions of this Clause 14 (as from the Delivery Date of the Ship owned by it and at all times thereafter) during the Security Period except as the Agent, with the authorisation of the Majority Lenders, may otherwise permit. 

 

	14.2	Ship’s name and registration 

 Each Borrower shall keep the Ship owned by it
registered in its name under an Approved Flag; shall not do, omit to do or allow to be done anything as a result of which such registration might be cancelled or imperilled; and shall not change the name or port of registry of that Ship. 

 

	14.3	Repair and classification 

 Each Borrower shall, and shall procure that each Approved
Manager shall, keep the Ship owned by that Borrower in a good and safe condition and state of repair, sea and cargo worthy in all respects: 
  

	(a)	consistent with first-class ship ownership and management practice; 

  

	(b)	so as to maintain the highest class free of overdue recommendations and conditions, with a classification society which is a member of IACS (other than the China Classification Society and the Russian Maritime Registry
of Shipping) and acceptable to the Agent; and 

  

	(c)	so as to comply with all laws and regulations applicable to vessels registered at ports in the Approved Flag State or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but
not limited to the ISM Code and the ISPS Code, 

 and the Agent shall be given power of attorney in the form attached as
Schedule 6 to act on behalf of that Borrower in order to, inspect the class records and any files held by the classification society and to require the classification society to provide the Agent or any of its nominees with any information, document
or file, it might request and the classification society shall be fully entitled to rely hereon without any further inquiry. 

  
 42 









	14.4	Classification society undertaking 

 Each Borrower shall instruct the classification
society referred to in Clause 14.3 (and procure that the classification society undertakes with the Security Trustee if and to the extent that the rules of such classification society permit) in relation to the Ship owned by it: 

 

	(a)	to send to the Security Trustee, following receipt of a written request from the Security Trustee, certified true copies of all original class records and any other related records held by the classification society in
relation to the Ship owned by that Borrower; 

  

	(b)	to allow the Security Trustee (or its agents), at any time and from time to time, to inspect the original class and related records of that Ship at the offices of the classification society and to take copies of them;


  

	(c)	to notify the Security Trustee immediately in writing if the classification society: 

  

	 	(i)	receives notification from that Borrower or any person that that Ship’s classification society is to be changed; or 

  

	 	(ii)	becomes aware of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of that Ship’s class under the rules or terms and conditions of that
Borrower’s or that Ship’s membership of the classification society; 

  

	(d)	following receipt of a written request from the Security Trustee: 

  

	 	(i)	to confirm that that Borrower is not in default of any of its contractual obligations or liabilities to the classification society and, without limiting the foregoing, that it has paid in full all fees or other charges
due and payable to the classification society; or 

  

	 	(ii)	if that Borrower is in default of any of its contractual obligations or liabilities to the classification society, to specify to the Security Trustee in reasonable detail the facts and circumstances of such default, the
consequences thereof, and any remedy period agreed or allowed by the classification society. 

  

	14.5	Modification 

 Neither Borrower shall make any modification or repairs to, or replacement
of, the Ship owned by it or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Ship or materially reduce its value. 

 

	14.6	Removal of parts 

 Neither Borrower shall remove any material part of the Ship owned by
it, or any item of equipment installed on, that Ship unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security
Interest or any right in favour of any person other than the Security Trustee and becomes on installation on that Ship the property of that Borrower and subject to the security constituted by the Mortgage on that Ship (if applicable) Provided that a
Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by it. 
  

	14.7	Surveys 

 Each Borrower shall submit the Ship owned by it regularly to all periodical or
other surveys which may be required for classification purposes and, if so required by the Security Trustee provide the Security Trustee, with copies of all survey reports. 

  
 43 









	14.8	Inspection 

 Each Borrower shall permit the Security Trustee (by surveyors or other
persons appointed by it for that purpose) to board the Ship owned by that Borrower at all reasonable times to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such
inspections at the Borrowers’ expense. 
  

	14.9	Prevention of and release from arrest 

 Each Borrower shall promptly discharge: 

 

	(a)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship owned by it, its Earnings or the Insurances applicable to that Ship; 


 

	(b)	all taxes, dues and other amounts charged in respect of the Ship owned by it, its Earnings or the Insurances applicable to that Ship; and 


 

	(c)	all other outgoings whatsoever in respect of the Ship owned by it, its Earnings or the Insurances applicable to that Ship, 


and, forthwith upon receiving notice of the arrest of that Ship, or of its detention in exercise or purported exercise of any lien or claim,
that Borrower shall procure its release by providing bail or otherwise as the circumstances may require. 
  

	14.10	Compliance with laws etc. 

 Each Borrower shall: 

 

	(a)	comply, or procure compliance with the ISM Code, the ISPS Code, all Environmental Laws and all other laws or regulations relating to the Ship owned by it, its ownership, operation and management or to the business of
that Borrower; 

  

	(b)	not employ the Ship owned by it nor allow its employment in any manner contrary to any law or regulation in any relevant jurisdiction including but not limited to the ISM Code and the ISPS Code; and 


 

	(c)	in the event of hostilities in any part of the world (whether war is declared or not), not cause or permit that Ship to enter or trade to any zone which is declared a war zone by any government or by the Ship’s war
risks insurers unless the prior written consent of the Security Trustee has been given and that Borrower has (at its expense) effected any special, additional or modified insurance cover which the Security Trustee may require. 


 

	14.11	Provision of information 

 Each Borrower shall promptly provide the Security Trustee with
any information which it requests regarding: 
  

	(a)	the Ship owned by it, its employment, position and engagements; 

  

	(b)	the Earnings and payments and amounts due to the master and crew of that Ship; 

  

	(c)	any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Ship and any payments made in respect of that Ship; 


 

	(d)	any towages and salvages; and 


  
 44 









	(e)	its compliance, the Approved Manager’s compliance and the compliance of that Ship with the ISM Code and the ISPS Code, 


and, upon the Security Trustee’s request, provide copies of any current charter relating to that Ship, of any current charter guarantee
and copies of that Borrower’s or any Approved Manager’s Document of Compliance, Safety Management Certificate and the ISSC. 
  

	14.12	Notification of certain events 

 Each Borrower shall immediately notify the Security
Trustee by letter, of: 
  

	(a)	its entry into any agreement or arrangement for the postponement of any date on which any Earnings are due, the reduction of the amount of any Earnings or otherwise for the release or adverse alteration of any right of
that Borrower to any Earnings; 

  

	(b)	its entry into a demise charter in respect of that Ship for any period; 

  

	(c)	the exercise or, as the case me be, non-exercise of the Optional Extension in respect of the Initial Approved Charter in relation to the Ship owned by that Borrower; 


 

	(d)	its entry into any time or consecutive voyage charter in respect of that Ship (other than any Initial Approved Charter) for a term which exceeds, or which by virtue of any optional extensions may exceed, 11 months;


  

	(e)	any casualty which is or is likely to be or to become a Major Casualty; 

  

	(f)	any occurrence as a result of which the Ship owned by it has become or is, by the passing of time or otherwise, likely to become a Total Loss; 


 

	(g)	any requirement, overdue condition or recommendation made by any insurer or classification society or by any competent authority which is not complied with in accordance with its terms; 


 

	(h)	any arrest or detention of that Ship, any exercise or purported exercise of any lien on the Ship or its Earnings or any requisition of that Ship for hire; 


 

	(i)	any unscheduled dry docking of that Ship; 

  

	(j)	any Environmental Claim made against that Borrower or in connection with that Ship, or any Environmental Incident; 

  

	(k)	any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, any Approved Manager or otherwise in connection with that Ship; or 


 

	(l)	any other matter, event or incident, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with, 


and that Borrower shall keep the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall
require of that Borrower’s, any Approved Manager’s or any other person’s response to any of those events or matters. 
  

	14.13	Restrictions on chartering, appointment of managers etc. 

 Neither Borrower shall in
relation to the Ship owned by it: 
  

	(a)	enter into any charter in relation to that Ship under which more than 2 months’ hire (or the equivalent) is payable in advance; 


  
 45 









	(b)	charter that Ship otherwise than on bona fide arm’s length terms at the time when the Ship is fixed; 

  

	(c)	appoint a manager of that Ship other than an Approved Manager; 

  

	(d)	de-activate or lay up that Ship; or 

  

	(e)	put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $500,000 (or the equivalent in any other currency) unless that person has first given
to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason. 


 

	14.14	Notice of Mortgage 

 Each Borrower shall keep the Mortgage relative to its Ship
registered against that Ship owned by it as a valid first preferred or, as the case may be, priority mortgage, carry on board that Ship a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the
Master’s cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the Security Trustee. 
  

	14.15	Sharing of Earnings 

 Neither Borrower shall enter into any agreement or arrangement for
the sharing of any Earnings other than through a profit sharing agreement with a charterer on bona fide arm’s length terms which takes effect above an agreed charter hire rate payable under a charter party but not including pooling
arrangements. 
  

	14.16	ISPS Code 

 Each Borrower shall comply with the ISPS Code and in particular, without
limitation, shall: 
  

	(a)	procure that the Ship owned by it and the company responsible for that Ship’s compliance with the ISPS Code comply with the ISPS Code; and 


 

	(b)	maintain for that Ship an ISSC; and 

  

	(c)	notify the Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC. 


 

	14.17	Charterparty Assignment 

 If a Borrower enters into a Charterparty, it shall, at the
request of the Agent: 
  

	(a)	execute in favour of the Security Trustee a Charterparty Assignment (other than in the case of any Initial Approved Charter, the assignment of which is contemplated pursuant to the Charterparty Assignment relative
thereto to be delivered pursuant to paragraph 1 of Part B, Schedule 3) (such Charterparty Assignment to be notified to the relevant charterer and any charter guarantor); and 


 

	(b)	without limiting the generality of the above, if that Charterparty is a bareboat charter, procure that the bareboat charterer shall execute in favour of the Security Trustee an assignment of (inter alia) all its rights,
title and interest in and to the Insurances in respect of that Ship effected either by the Borrower owning that Ship or by the bareboat charterer and a customary letter of undertaking in favour of the Security Trustee whereby (inter alia) the
interests of the bareboat charterer under the bareboat charter are subordinated to the interests of the Security Trustee under the Finance Documents, each to be in an Agreed Form, and shall deliver to the Agent such other documents equivalent to
those referred to at paragraphs 3, 4, 5, 6, 8 and 10 of Schedule 3, Part A as the Agent may require. 


  
 46 









	15	SECURITY COVER 

  

	15.1	Minimum required security cover 

 Clause 15.2 applies if the Agent notifies the Borrowers
that: 
  

	(a)	the aggregate of the Market Value of the Mortgaged Ships; plus 

  

	(b)	the net realisable value of any additional security previously provided under this Clause 15, 


is below an amount equal to 125 per cent. of the Loan. 
  

	15.2	Provision of additional security; prepayment 

 If the Agent serves a notice on the
Borrowers under Clause 15.1, the Borrowers shall prepay such part at least of the Loan as will eliminate the shortfall on or before the date falling 14 Business Days after the date on which the Agent’s notice is served under Clause 15.1
notifying the amount of the shortfall (the “Prepayment Date”) unless at least 1 Business Day before the Prepayment Date the Borrowers have provided, or ensured that a third party has provided, additional security which, in the
reasonable opinion of the Majority Lenders, has a net realisable value at least equal to the shortfall and is documented in such terms as the Agent may, with the authorisation of the Majority Lenders, approve or require. 

 

	15.3	Valuation of the Ships 

 The Market Value of a Ship: 

 

	(a)	to be determined for the purposes of Clause 4.2(b), is that shown by taking the arithmetic means of two valuations issued by 2 Approved Brokers, one of which shall be issued by an Approved Broker to be nominated by the
Borrowers and appointed by the Agent and the other nominated and appointed by the Agent (unless the Borrowers do not elect to appoint an Approved Broker within 14 days prior to the relevant Delivery Date in which case the Agent will select and
appoint a second Approved Broker and the Market Value of that Ship shall be shown by taking the arithmetic means of the two valuations obtained); and 

  

	(b)	at any other date is that shown in a valuation addressed to the Agent to be issued by an Approved Broker, nominated and appointed by the Borrowers (the “First Valuation”) unless the Agent obtains a
second valuation to be issued by an Approved Broker nominated and appointed by the Agent (the “Second Valuation”) in which case the Market Value of that Ship at the relevant date is that shown: 


 

	 	(i)	if at any relevant time the difference between the First Valuation and the Second Valuation in respect of a Ship is less than 10 per cent., in the First Valuation; and 


 

	 	(ii)	if at any relevant time the difference between the First Valuation and the Second Valuation is greater than 10 per cent. but 15 per cent. or less, by taking the arithmetic average of such valuations,


 each valuation issued pursuant to paragraphs (a) and (b) of this Clause 15.3 to be prepared: 

 

	 	(i)	as at a date not more than 14 days previously; 

  

	 	(ii)	with or without physical inspection of that Ship (as the Agent may require); 


  
 47 









	 	(iii)	on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment,


 Provided that if the difference between 2 valuations in respect of a Ship obtained at any one time, in each case,
pursuant to this Clause 15.3 is greater than 15 per cent. a valuation shall be commissioned from a third Approved Broker selected and appointed by the Agent. Such valuation to be conducted in accordance with this Clause 15.3 and the Market
Value of that Ship in such circumstances shall be the average of all three valuations. 
  

	15.4	Value of additional vessel security 

 The net realisable value of any additional security
which is provided under Clause 15.2 and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the requirements of Clause 15.3. 
  

	15.5	Valuations binding 

 Any valuation under Clause 15.2, 15.3 or 15.4 shall be binding and
conclusive as regards the Borrowers, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest. 

 

	15.6	Provision of information 

 The Borrowers shall promptly provide the Agent and any
Approved Broker or expert acting under Clause 15.3 or 15.4 with any information which the Agent or that Approved Broker or expert may request for the purposes of the valuation; and, if the Borrowers fail to provide the information by the date
specified in the request, the valuation may be made on any basis and assumptions which that Approved Broker or the Majority Lenders (or the expert appointed by them) consider prudent. 

 

	15.7	Payment of valuation expenses 

 Without prejudice to the generality of the
Borrowers’ obligations under Clauses 20.1, 20.3 and 21.4, the Borrowers shall, on demand, pay the Agent the amount of the fees and expenses of any Approved Broker or expert instructed by the Agent under this Clause and all legal and other
expenses incurred by any Creditor Party in connection with any matter arising out of this Clause. 
  

	15.8	Frequency of valuations. 

 Each Borrower shall provide the Agent with a valuation of the
Ship owned by it, dated as of June or, as the case may be, December, on the date on which the Agent receives any financial statements in accordance with Clauses 11.7(a) and 11.7(b) and the Compliance Certificate in accordance with Clause 11.18 and
the Agent may, otherwise, request valuations to determine the Borrowers’ compliance under Clause 15.1 not less than twice during each 12-month period during the Security Period. 

 

	16	PAYMENTS AND CALCULATIONS 

  

	16.1	Currency and method of payments 

 All payments to be made by the Lenders or by either
Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it: 
  

	(a)	by not later than 11.00 a.m. (New York City time) on the due date; 


  
 48 









	(b)	in same day Dollar funds settled through the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the Agent shall specify as being customary at the time
for the settlement of international transactions of the type contemplated by this Agreement); 

  

	(c)	in the case of an amount payable by a Lender to the Agent or by either Borrower to the Agent or any Lender, to the account of the Agent at JP Morgan Chase Bank, New York (SWIFT Code CHASUS33) (Account No. 001-1-331
808 in favour of HSH Nordbank AG, Hamburg, SWIFT Code HSHNDEHH; Reference “Dune Shipping Corp. and Citrine Shipping Corporation”) or to such other account with such other bank as the Agent may from time to time notify to the Borrowers and
the other Creditor Parties; and 

  

	(d)	in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrowers and the other Creditor Parties. 


 

	16.2	Payment on non-Business Day 

 If any payment by either Borrower under a Finance Document
would otherwise fall due on a day which is not a Business Day: 
  

	(a)	the due date shall be extended to the next succeeding Business Day; or 

  

	(b)	if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day, 


and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date. 

 

	16.3	Basis for calculation of periodic payments 

 All interest and commitment fee and any
other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year. 

 

	16.4	Distribution of payments to Creditor Parties 

 Subject to Clauses 16.5, 16.6 and 16.7:

  

	(a)	any amount received by the Agent under a Finance Document for distribution or remittance to a Lender or the Security Trustee shall be made available by the Agent to that Lender, as the case may be, the Security Trustee
by payment, with funds having the same value as the funds received, to such account as the Lender or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and 


 

	(b)	amounts to be applied in satisfying amounts of a particular category which are due to the Lenders generally shall be distributed by the Agent to each Lender pro rata to the amount in that category which is due to it.


  

	16.5	Permitted deductions by Agent 

 Notwithstanding any other provision of this Agreement or
any other Finance Document, the Agent may, before making an amount available to a Lender, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender under any Finance Document or any sum which the Agent
is then entitled under any Finance Document to require that Lender to pay on demand. 

  
 49 









	16.6	Agent only obliged to pay when monies received 

 Notwithstanding any other provision of
this Agreement or any other Finance Document, the Agent shall not be obliged to make available to either Borrower or any Lender any sum which the Agent is expecting to receive for remittance or distribution to that Borrower or that Lender until the
Agent has satisfied itself that it has received that sum. 
  

	16.7	Refund to Agent of monies not received 

 If and to the extent that the Agent makes
available a sum to either Borrower or a Lender, without first having received that sum, that Borrower or (as the case may be) the Lender concerned shall, on demand: 
  

	(a)	refund the sum in full to the Agent; and 

  

	(b)	pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a result of making the sum available before
receiving it. 

  

	16.8	Agent may assume receipt 

 Clause 16.7 shall not affect any claim which the Agent has
under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available. 
  

	16.9	Creditor Party accounts 

 Each Creditor Party shall maintain accounts showing the amounts
owing to it by the Borrowers and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrowers and any Security Party (other than the Other Manager). 

 

	16.10	Agent’s memorandum account 

 The Agent shall maintain a memorandum account showing
the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrowers and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrowers
and any Security Party (other than the Other Manager). 
  

	16.11	Accounts prima facie evidence 

 If any accounts maintained under Clauses 16.9 and 16.10
show an amount to be owing by either Borrowers or a Security Party (other than the Other Manager) to a Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party. 

 

	17	APPLICATION OF RECEIPTS 

  

	17.1	Normal order of application 

 Except as any Finance Document may otherwise provide, any
sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: 
  

	(a)	FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions: 


  
 50 









	 	(i)	firstly, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and
(iii) (including, but without limitation, all amounts payable by either Borrower under Clauses 20, 21 and 22 of this Agreement or by either Borrower or any Security Party under any corresponding or similar provision in any other Finance
Document); 

  

	 	(ii)	secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents; and 


 

	 	(iii)	thirdly, in or towards satisfaction of the Loan; 

  

	(b)	SECONDLY: in retention (in an interest bearing account) of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrowers (or either of them), the
Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of
Clause 17.1(a); and 

  

	(c)	THIRDLY: any surplus shall be paid to the Borrowers or to any other person appearing to be entitled to it. 

  

	17.2	Variation of order of application 

 The Agent may, with the authorisation of the
Majority Lenders, by notice to the Borrowers, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 either as regards a specified sum or sums or as regards sums in a
specified category or categories Provided that Clause 17.1(c) shall not be deleted or rendered ineffective unless an Event of Default has occurred or is continuing. 

 

	17.3	Notice of variation of order of application 

 The Agent may give notices under Clause
17.2 from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which
the notice is served. 
  

	17.4	Appropriation rights overridden 

 This Clause 17 and any notice which the Agent gives
under Clause 17.2 shall override any right of appropriation possessed, and any appropriation made, by either Borrower or any Security Party. 
  

	18	APPLICATION OF EARNINGS; 

  

	18.1	Payment of Earnings 

 Each Borrower undertakes with each Creditor Party to ensure that,
throughout the Security Period (and subject only to the provisions of the General Assignment to which it is a party): 
  

	(a)	it shall maintain the Accounts applicable to it with the Agent; and 

  

	(b)	all Earnings of the Ship owned by it are paid to the Earnings Account for that Ship. 

  

	18.2	Monthly retentions 

 The Borrowers undertake with each Creditor Party to ensure that
throughout the Security Period commencing on the date falling one month after the Drawdown Date and on the same day in each subsequent month, there is transferred to the Retention Account out of the Earnings received in the relevant Earnings Account
during the preceding calendar month: 

  
 51 









	(a)	one-third of the amount of the relevant Instalment falling due in respect of that Advance under Clause 8.1 on the next Repayment Date in respect of that Advance;


  

	(b)	the Relevant Fraction of the aggregate amount of interest on that Advance which is payable on the next due date for payment of interest under this Agreement; 


and the Borrowers irrevocably authorise the Agent to make those transfers. 

In this Clause 18.2 “Relevant Fraction” means a fraction of which the numerator is 1 and the denominator the number of months
comprised in the then current Interest Period in respect of that Advance (or, if the current Interest Period in respect of that Advance ends after the next due date for payment of interest under this Agreement the number of months from the later of
the commencement of the current Interest Period in respect of that Advance or the last due date for payment of interest to the next due date for payment of interest under this Agreement). 

 

	18.3	Shortfall in Earnings 

 If the aggregate Earnings received in the Earnings Accounts are
insufficient at any time for the required amount to be transferred to the Retention Account under Clause 18.2, the Borrowers shall make up the amount of the insufficiency on demand from the Agent. 

 

	18.4	Application of retentions 

 Until an Event of Default or a Potential Event of Default
occurs, the Agent shall on each Repayment Date and on each due date for the payment of interest under this Agreement distribute to the Lenders in accordance with Clause 16.4 so much of the then balance on the Retention Account as equals: 

 

	(a)	the Instalment due on that Repayment Date pursuant to Clause 8.1; or 

  

	(b)	the amount of interest in respect of the Loan payable on that interest payment date, 

 in
discharge of the Borrower’s liability for that Instalment or that interest. 
  

	18.5	Interest accrued on the Accounts 

 Any credit balance on each Account shall bear interest
at the rate from time to time offered by the Agent to its customers for Dollar deposits of similar amounts and for periods similar to those for which such balances appear to the Agent likely to remain on that Account. 

 

	18.6	Release of accrued interest 

 Interest accruing on each Account under Clause 18.5 shall
be released to the Borrowers on each Repayment Date unless an Event of Default or a Potential Event of Default has occurred or, in the case of the Retention Account, the then credit balance thereon is less than what would have been the balance had
the full amount required by Clause 18.2 and Clause 18.3 been transferred in that and each previous month. 
  

	18.7	Location of Accounts 

 The Borrowers (or either of them) shall promptly: 

  
 52 









	(a)	comply with any requirement of the Agent as to the location or re-location of the Accounts (or either of them); and 

  

	(b)	execute any documents which the Agent specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Accounts.


  

	18.8	Debits for fees, expenses etc. 

 The Agent shall be entitled (but not obliged) from time
to time to debit either Earnings Account, with not later than 5 Business Days prior notice to the Borrower owning that Ship to which that Earnings Account relates, in order to discharge any amount due and payable under Clause 20.1 or 21 to a
Creditor Party or payment of which any Creditor Party has become entitled to demand under Clause 20.1 or 21. 
  

	18.9	Borrower’s obligations unaffected 

 The provisions of this Clause 18 (as distinct
from a distribution effected under Clause 18.4) do not affect: 
  

	(a)	the liability of the Borrowers to make payments of principal and interest on the due dates; or 

  

	(b)	any other liability or obligation of either Borrower or any Security Party under any Finance Document. 

  

	19	EVENTS OF DEFAULT 

  

	19.1	Events of Default 

 An Event of Default occurs if: 

 

	(a)	either Borrower or any Security Party fails to pay when due or (if so payable) on demand within 3 Business Days of the due date of such payment, any sum payable under a Finance Document or under any document relating to
a Finance Document; or 

  

	(b)	any breach occurs of Clause 9.2, 10.18, 10.19, 11.2, 11.3, 11.19, 12.2, 12.3 or 15.2 or Clause 12.3 of the Corporate Guarantee; or 


 

	(c)	any breach by either Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) which, in the reasonable opinion of the Majority Lenders, is
capable of remedy, and such default continues unremedied 14 Business Days (or any other grace period agreed by the Agent) after written notice from the Agent requesting action to remedy the same; or 


 

	(d)	(subject to any applicable grace period specified in the Finance Document) any material breach by either Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach falling within
paragraphs (a), (b) or (c)); or 

  

	(e)	any representation, warranty or statement made or repeated by, or by an officer of, either Borrower or a Security Party (other than the Other Manager) in a Finance Document or in a Drawdown Notice or any other notice or
document relating to a Finance Document is untrue or misleading in any material respect when it is made or repeated; or 

  

	(f)	any of the following occurs in relation to any Financial Indebtedness of a Relevant Person: 

  

	 	(i)	any Financial Indebtedness of a Relevant Person is not paid when due unless the Relevant Person is contesting its obligation to pay the relevant amount in good faith and on substantial grounds and by appropriate
proceedings and adequate reserves having being set aside for its payment if such proceedings fail; or 


  
 53 









	 	(ii)	any Financial Indebtedness of a Relevant Person, which in the case of any Relevant Person other than a Borrower exceeds $5,000,000 (or the equivalent in any other currency), becomes due and payable or capable of being
declared due and payable prior to its stated maturity date as a consequence of any event of default; or 

  

	 	(iii)	any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of
a Relevant Person which in the case of any Relevant Person other than a Borrower exceeds $5,000,000 (or the equivalent in any other currency) ceases to be available or becomes capable of being terminated as a result of any event of default, or cash
cover is required, or becomes capable of being required, in respect of such a facility as a result of any event of default; or 

  

	 	(iv)	any Security Interest securing any Financial Indebtedness of a Relevant Person, which in the case of any Relevant Person other than a Borrower exceeds an amount of $5,000,000 (or the equivalent in any other currency),
becomes enforceable; or 

  

	(g)	any of the following occurs in relation to a Relevant Person: 

  

	 	(i)	a Relevant Person is unable to pay its debts as they fall due; or 

  

	 	(ii)	any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress or any form of freezing order, which in the case of any Relevant Person other than a Borrower exceeds
$5,000,000 (or the equivalent in any other currency), and such execution, attachment, arrest, sequestration, distress or freezing order is not withdrawn within thirty (30) Business Days; or 


 

	 	(iii)	any administrative or other receiver is appointed over any asset of a Relevant Person; or 

  

	 	(iv)	an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person; or 

  

	 	(v)	any formal declaration of bankruptcy or any formal statement to the effect that a Relevant Person is insolvent or likely to become insolvent is made by a Relevant Person or by the directors of a Relevant Person or, in
any proceedings, by a lawyer acting for a Relevant Person; or 

  

	 	(vi)	a provisional liquidator is appointed in respect of a Relevant Person, a winding up order is made in relation to a Relevant Person or a winding up resolution is passed by a Relevant Person; or 


 

	 	(vii)	a resolution is passed, an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by (aa) a Relevant Person, (bb) the members or directors of a
Relevant Person, (cc) a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person, or (dd) a government minister or public or regulatory authority of a Pertinent Jurisdiction for or with a view
to the winding up of that or another Relevant Person or the appointment of a provisional liquidator or administrator in respect of that or another Relevant Person, or that or another Relevant Person ceasing or suspending business operations or
payments to creditors, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person other than a Borrower or the Corporate Guarantor which is, or is to be, effected for the purposes of an amalgamation or reconstruction
previously approved by the Majority Lenders and effected not later than 3 months after the commencement of the winding up; or 


  
 54 









	 	(viii)	an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by a creditor of a Relevant Person (other than a holder of Security Interests which
together relate to all or substantially all of the assets of a Relevant Person) for the winding up of a Relevant Person or the appointment of a provisional liquidator or administrator in respect of a Relevant Person in any Pertinent Jurisdiction,
unless the proposed winding up, appointment of a provisional liquidator or administration is being contested in good faith, on substantial grounds and not with a view to some other insolvency law procedure being implemented instead and either (aa)
the application or petition is dismissed or withdrawn within 60 days of being made or presented, or (bb) within 60 days of the administration notice being given or filed, or the other relevant steps being taken, other action is taken which will
ensure that there will be no administration and (in both cases (aa) or (bb)) the Relevant Person will continue to carry on business in the ordinary way and without being the subject of any actual, interim or pending insolvency law procedure; or


  

	 	(ix)	a Relevant Person or its directors take any steps (whether by making or presenting an application or petition to a court, or submitting or presenting a document setting out a proposal or proposed terms, or otherwise)
with a view to obtaining, in relation to that or another Relevant Person, any form of moratorium, suspension or deferral of payments, reorganisation of debt (or certain debt) or arrangement with all or a substantial proportion (by number or value)
of creditors or of any class of them or any such moratorium, suspension or deferral of payments, reorganisation or arrangement is effected by court order, by the filing of documents with a court, by means of a contract or in any other way at all; or


  

	 	(x)	any meeting of the members or directors, or of any committee of the board or senior management, of a Relevant Person is held or summoned for the purpose of considering a resolution or proposal to authorise or take any
action of a type described in paragraphs (iv) to (ix) or a step preparatory to such action, or (with or without such a meeting) the members, directors or such a committee resolve or agree that such an action or step should be taken or
should be taken if certain conditions materialise or fail to materialise; or 

  

	 	(xi)	in a country other than England, any event occurs, any proceedings are opened or commenced or any step is taken which, in the reasonable opinion of the Majority Lenders is similar to any of the foregoing; or


  

	(h)	either Borrower or any Security Party (other than the Other Manager) ceases or suspends carrying on its business or a part of its business which, in the reasonable opinion of the Majority Lenders, is material in the
context of this Agreement; or 

  

	(i)	it becomes unlawful in any Pertinent Jurisdiction or is impossible: 

  

	 	(i)	for either Borrower, the Corporate Guarantor or any other Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a
Finance Document; or 

  

	 	(ii)	for the Agent, the Security Trustee, the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or 


 

	(j)	 any official consent necessary to enable either Borrower to own, operate or charter the Ship owned by it or to enable either Borrower or any Security
Party to comply with any provision which the Majority Lenders reasonably consider material of a Finance Document or an 



  
 55 









	 	
Underlying Document is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled unless such revocation is validly
contested in good faith by that Borrower or, as the case may be, that Security Party; or 

  

	(k)	any Initial Approved Charter is terminated or rescinded prior to its contractual termination date or for any reason ceases to remain in full force and effect prior to its contractual termination date and is not replaced
within thirty (30) days with any other Approved Charter; or 

  

	(l)	the Optional Extension of the Initial Approved Charter relevant to the Ship owned by either Borrower is not exercised unless that Initial Approved Charter is substituted by an Additional Charterparty in a manner
acceptable to the Agent by no later than the first date following the expiration of the duration of that Initial Approved Charter; or 

  

	(m)	a change has occurred after the date of this Agreement in the indirect legal and beneficial ownership of any of the shares in either Borrower or in the control of the voting rights attaching to any of those shares or
Navios Maritime Holdings Inc., Mrs Angeliki Frangou and their respective affiliates own, in aggregate, less than 15 per cent. of the voting rights in the Corporate Guarantor; or 


 

	(n)	any provision which the Majority Lenders reasonably consider material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have
been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest (excluding any Permitted Security Interests); or


  

	(o)	the security constituted by a Finance Document is in any way imperilled or in jeopardy; or 

  

	(p)	a Security Party repudiates any of the Finance Documents to which that Security Party or person is a party or evidences an intention to do so; or 


 

	(q)	any other event occurs or any other circumstances arise or develop including, without limitation: 

  

	 	(i)	a change in the financial position, state of affairs or prospects of either Borrower, the Corporate Guarantor, any other Security Party (other than the Other Manager) or any member of the Group; or 


 

	 	(ii)	commencement of legal or administrative action involving either Borrower, either Ship or any Security Party (other than the Other Manager); or 


 

	 	(iii)	the withdrawal of any material license or governmental or regulatory approval in respect of either Ship or either Borrower or either Borrower’s business (unless such withdrawal has a suspensive effect and may be
contested with the effect of suspension and is in fact so contested in good faith by that Borrower), 

 which in the reasonable
opinion of the Lenders constitutes a Material Adverse Change. 
  

	19.2	Actions following an Event of Default 

 On, or at any time after, the occurrence of an
Event of Default: 
  

	(a)	the Agent may, and if so instructed by the Majority Lenders, the Agent shall: 


  
 56 









	 	(i)	serve on the Borrowers a notice stating that all or part of the Commitments and all other obligations of each Lender to the Borrowers under this Agreement are cancelled; and/or 


 

	 	(ii)	serve on the Borrowers a notice stating that all or part of the Loan together with accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on
demand; and/or 

  

	 	(iii)	take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law;
and/or 

  

	(b)	the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice
served under paragraph (a)(i) or (a)(ii), the Security Trustee, the Agent, the Mandated Lead Arranger and/or the Lenders are entitled to take under any Finance Document or any applicable law. 


 

	19.3	Termination of Commitments 

 On the service of a notice under Clause 19.2(a)(i), the
Commitments and all other obligations of each Lender to the Borrowers under this Agreement shall be cancelled. 
  

	19.4	Acceleration of Loan 

 On the service of a notice under Clause 19.2(a)(ii), all or, as
the case may be, the part of the Loan specified in the notice together with accrued interest and all other amounts accrued or owing from the Borrowers or any Security Party under this Agreement and every other Finance Document shall become
immediately due and payable or, as the case may be, payable on demand. 
  

	19.5	Multiple notices; action without notice 

 The Agent may serve notices under Clauses
19.2(a)(i) or 19.2(a)(ii) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 19.2 if no such notice is served or simultaneously with or at any time after the service of both or
either of such notices. 
  

	19.6	Notification of Creditor Parties and Security Parties 

 The Agent shall send to each
Lender, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrowers under Clause 19.2; but the notice shall become effective when it is served on the Borrowers, and no failure or delay by the
Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide either Borrower or any Security Party with any form of claim or defence. 

 

	19.7	Creditor Party’s rights unimpaired 

 Nothing in this Clause shall be taken to impair
or restrict the exercise of any right given to individual Lenders under a Finance Document or the general law; and, in particular, this Clause is without prejudice to Clause 3.1. 

 

	19.8	Exclusion of Creditor Party liability 

 No Creditor Party, and no receiver or manager
appointed by the Security Trustee, shall have any liability to either Borrower or a Security Party: 

  
 57 









	(a)	for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or


  

	(b)	as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the
value of such an asset, 

 except that this does not exempt a Creditor Party or a receiver or manager from liability for losses
shown to have been directly and mainly caused by gross negligence, the dishonesty or the wilful misconduct of such Creditor Party’s own officers and employees or (as the case may be) such receiver’s or manager’s own partners or
employees. 
  

	19.9	Relevant Persons 

 In this Clause 19, a “Relevant Person” means either
Borrower or any Security Party (other than any Approved Manager). 
  

	19.10	Interpretation 

 In Clause 19.1(f) references to an event of default or a termination
event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in Clause 19.1(g) “petition” includes an application. 

 

	20	FEES AND EXPENSES 

  

	20.1	Structuring and commitment fees 

 The Borrowers: 

 

	(a)	shall pay to the Agent certain fees as referred to in the Fee Letter, such fees to be in such amount, to be payable at the times and in the manner referred to in the Fee Letter; and 


 

	(b)	shall pay to the Agent quarterly in arrears during the period from (and including) 15 April 2015 (being the date of the Borrowers’ acceptance of the Agent’s firm offer letter regarding the Loan) to the
earlier of (i) the Drawdown Date in respect of Advance B and (ii) the last day of the Availability Period (and on the last day of such period), a non-refundable commitment fee at the rate of 0.90 per cent. per annum on the undrawn or
uncancelled amount of the Loan, for distribution among the Lenders pro rata to their Commitments. 

  

	20.2	Costs of negotiation, preparation etc. 

 The Borrowers shall pay to the Agent on its
demand the amount of all expenses (including, without limitation, legal fees and expenses) incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any
related document or with any transaction contemplated by a Finance Document or a related document. 
  

	20.3	Costs of variations, amendments, enforcement etc. 

 The Borrowers shall pay to the Agent,
on the Agent’s demand, for the account of the Creditor Party concerned, the amount of all expenses incurred by a Creditor Party in connection with: 
  

	(a)	any amendment or supplement (or any proposal for such an amendment or supplement) requested (or, in the case of a proposal, made) by or on behalf of the Borrowers and relating to a Finance Document or any other
Pertinent Document; 


  
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	(b)	any consent, waiver or suspension of rights by the Lenders, the Majority Lenders or the Creditor Party concerned or any proposal for any of the foregoing requested (or, in the case of a proposal, made) by or on behalf
of the Borrowers under or in connection with a Finance Document or any other Pertinent Document; 

  

	(c)	the valuation of any security provided or offered under Clause 15 or any other matter relating to such security; or 

  

	(d)	any step taken by the Lender concerned with a view to the preservation, protection, exercise or enforcement of any rights or Security Interest created by a Finance Document or for any similar purpose including, without
limitation, any proceedings to recover or retain proceeds of enforcement or any other proceedings following enforcement proceedings until the date all outstanding indebtedness to the Creditor Parties under the Finance Documents and any other
Pertinent Document is repaid in full. 

 There shall be recoverable under paragraph (d) the full amount of all legal
expenses, such as would be allowed under rules of court or any taxation or other procedure carried out under such rules. 
  

	20.4	Documentary taxes 

 The Borrowers shall promptly pay any tax payable on or by reference
to any Finance Document, and shall, on the Agent’s demand, fully indemnify each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrowers to pay such a tax. 

 

	20.5	Certification of amounts 

 A notice which is signed by 2 officers of a Creditor Party,
which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount,
is due shall be prima facie evidence that the amount, or aggregate amount, is due. 
  

	21	INDEMNITIES 

  

	21.1	Indemnities regarding borrowing and repayment of Loan 

 The Borrowers shall fully
indemnify the Agent and each Lender on the Agent’s demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party, or which that
Creditor Party reasonably and with due diligence estimates that it will incur, as a result of or in connection with: 
  

	(a)	an Advance not being borrowed on the date specified in the relevant Drawdown Notice for any reason other than a default by the Lender claiming the indemnity after that Drawdown Notice has been served in accordance with
the provisions of this Agreement; 

  

	(b)	the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period; 


 

	(c)	any failure (for whatever reason) by the Borrowers (or either of them) to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default
interest paid by the Borrowers on the amount concerned under Clause 7); and 

  

	(d)	the occurrence and/or continuance of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19, and in respect of any tax (other than tax on its overall net
income) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document. 


  
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	21.2	Break Costs 

 If a Lender (the “Notifying Lender”) notifies the Agent
that as a consequence of receipt or recovery of all or any part of the Loan (a “Payment”) on a day other than the last day of an Interest Period applicable to the sum received or recovered the Notifying Lender has or will, with
effect from a specified date, incur Break Costs: 
  

	(a)	the Agent shall promptly notify the Borrowers of a notice it receives from a Notifying Lender under this Clause 21.2; 

  

	(b)	the Borrowers shall, within 3 Business Days of the Agent’s demand, pay to the Agent for the account of the Notifying Lender the amount of such Break Costs; and 


 

	(c)	the Notifying Lender shall, as soon as reasonably practicable, following a request by the Borrowers, provide a certificate confirming the amount of the Notifying Lender’s Break Costs for the Interest Period in
which they accrue, such certificate to be, in the absence of manifest error, conclusive and binding on the Borrowers. 

 In
this Clause 21.2, “Break Costs” means, in relation to a Payment the amount (if any) by which: 
  

	 	(i)	the interest which the Notifying Lender, should have received in respect of the sum received or recovered from the date of receipt or recovery of such Payment to the last day of the then current Interest Period
applicable to the sum received or recovered had such Payment been made on the last day of such Interest Period; 

 exceeds:

  

	 	(ii)	the amount which the Notifying Lender, would be able to obtain by placing an amount equal to such Payment on deposit with a leading bank in the London Interbank Market for a period commencing on the Business Day
following receipt or recovery of such Payment (as the case may be) and ending on the last day of the then current Interest Period applicable to the sum received or recovered. 


 

	21.3	Other breakage costs 

 Without limiting its generality, Clause 21.1 covers any claim,
expense, liability or loss, including, without limitation, a loss of prospective profit, incurred by a Lender in borrowing, liquidating or re-employing deposits from third parties acquired, contracted for or arranged to fund, effect or maintain all
or any part of its Contribution and/or any overdue amount (or an aggregate amount which includes its Contribution or any overdue amount) other than claims, expenses, liabilities and losses which are shown to have been directly and mainly caused by
the gross negligence or wilful misconduct of the officers or employees of the Creditor Party concerned. 
  

	21.4	Miscellaneous indemnities 

 The Borrowers shall fully indemnify each Creditor Party
severally on their respective demands, without prejudice to any of their other rights under any of the Finance Documents, in respect of all claims, expenses, liabilities and losses which may be made or brought against or sustained or incurred by a
Creditor Party, in any country, as a result of or in connection with: 

  
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	(a)	any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee or any other Creditor Party or by any receiver appointed under a Finance
Document; 

  

	(b)	investigating any event which the Creditor Party concerned reasonably believes constitutes an Event of Default or Potential Event of Default; or 


 

	(c)	acting or relying on any notice, request or instruction which the Creditor Party concerned reasonably believes to be genuine, correct and appropriately authorised, 


other than claims, expenses, liabilities and losses which are shown to have been directly and mainly caused by the dishonesty, gross negligence
or wilful misconduct of the officers or employees of the Creditor Party concerned. 
 Without prejudice to its generality, Clause 21.1 and
this Clause 21.4 cover any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code or any Environmental Law. 

 

	21.5	Environmental Indemnity 

 Without prejudice to its generality, Clause 21.4 covers any
claims, demands, proceedings, liabilities, taxes, losses or expenses of every kind which arise, or are asserted, under or in connection with any law relating to safety at sea, pollution or the protection of the environment, the ISM Code or the ISPS
Code. 
  

	21.6	Currency indemnity 

 If any sum due from either Borrower or any Security Party to
a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance Document (a “Sum”) has to be converted from the currency in which the Finance Document provided for the Sum to be paid (the
“Contractual Currency”) into another currency (the “Payment Currency”) for the purpose of: 
  

	(a)	making, filing or lodging any claim or proof against that Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or 


 

	(b)	obtaining an order, judgment or award from any court or other tribunal in relation to any litigation or arbitration proceedings; or 

  


	(c)	enforcing any such order, judgment or award, 

 the Borrowers shall as an independent obligation,
within 3 Business Days of demand, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually received by that Creditor Party is converted at the available rate of exchange back into the
Contractual Currency including any discrepancy between (A) the rate of exchange actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange. 

In this Clause 21.6, the “available rate of exchange” means the rate at which the Creditor Party concerned is able at
the opening of business (London time) on the Business Day after it receives the Sum to purchase the Contractual Currency with the Payment Currency. 

Each Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in
which it is expressed to be payable. 
 If any Creditor Party receives any Sum in a currency other than the Contractual Currency, the
Borrowers shall indemnify in full the Creditor Party concerned against any cost, loss or liability arising directly or indirectly from any conversion of such Sum to the Contractual Currency. 

  
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 This Clause 21.6 creates a separate liability of each Borrower which is distinct from its other
liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities. 
  

	21.7	Certification of amounts 

 A notice which is signed by 2 officers of a Creditor Party,
which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount,
is due shall be prima facie evidence that the amount, or aggregate amount, is due. 
  

	21.8	Sums deemed due to a Lender 

 For the purposes of this Clause 21, a sum payable by the
Borrowers to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender. 
  

	22	NO SET-OFF OR TAX DEDUCTION 

  

	22.1	No deductions 

 All amounts due from either Borrower under a Finance Document to which
either Borrower is a party shall be paid: 
  

	(a)	without any form of set-off, counter-claim, cross-claim or condition; and 

  

	(b)	free and clear of any tax deduction except a tax deduction which either Borrower is required by law to make. 

  

	22.2	Grossing-up for taxes 

 If, at any time, either Borrower is required by law, regulation
or regulatory requirement to make a tax deduction from any payment due under a Finance Document: 
  

	(a)	that Borrower shall notify the Agent as soon as it becomes aware of the requirement; 

  

	(b)	the amount due in respect of the payment shall be increased by the amount necessary to ensure that, after the making of such tax deduction, each Creditor Party receives on the due date for such payment (and retains free
from any liability relating to the tax deduction) a net amount which is equal to the full amount which it would have received had no such tax deduction been required to be made; and 


 

	(c)	that Borrower shall pay the full amount of the tax required to be deducted to the appropriate taxation authority promptly in accordance with the relevant law, regulation or regulatory requirement, and in any event
before any fine or penalty arises. 

  

	22.3	Indemnity and evidence of payment of taxes 

 The Borrowers shall fully indemnify each
Creditor Party on the Agent’s demand in respect of all claims, expenses, liabilities and losses incurred by any Creditor Party by reason of any failure of the Borrowers to make any tax deduction or by reason of any increased payment not being
made on the due date for such payment in accordance with Clause 22.2. Within 30 days after making any tax deduction, the Borrowers shall deliver to the Agent any receipts, certificates or other documentary evidence satisfactory to the Agent that the
tax had been paid to the appropriate taxation authority. 

  
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	22.4	Exclusion of tax on overall net income 

 In this Clause 22 “tax
deduction” means any deduction or withholding from any payment due under a Finance Document for or on account of any present or future tax except tax on a Creditor Party’s overall net income. 

 

	23	ILLEGALITY, ETC 

  

	23.1	Illegality 

 This Clause 23 applies if a Lender (the “Notifying
Lender”) notifies the Agent that it has become, or will with effect from a specified date, become: 
  

	(a)	unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or 


 

	(b)	contrary to, or inconsistent with, any regulation, 

 for the Notifying Lender to perform,
maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement or to fund or maintain the Loan. 
  

	23.2	Notification of illegality 

 The Agent shall promptly notify the Borrowers, the Security
Parties, the Security Trustee and the other Lenders of the notice under Clause 23.1 which the Agent receives from the Notifying Lender. 
  

	23.3	Prepayment; termination of Commitment 

 On the Agent notifying the Borrowers under Clause
23.2, the Notifying Lender’s Commitment shall be immediately cancelled; and thereupon or, if later, on the date specified in the Notifying Lender’s notice under Clause 23.1 as the date on which the notified event would become effective the
Borrowers shall prepay the Notifying Lender’s Contribution on the last day of the then current Interest Period in accordance with Clause 8. 
  

	24	INCREASED COSTS 

  

	24.1	Increased costs 

 This Clause 24 applies if a Lender (the “Notifying
Lender”) notifies the Agent that the Notifying Lender considers that as a result of: 
  

	(a)	the introduction or alteration after the date of this Agreement of a law or an alteration after the date of this Agreement in the manner in which a law is interpreted or applied (disregarding any effect which relates to
the application to payments under this Agreement of a tax on a Lender’s overall net income); or 

  

	(b)	complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Notifying Lender allocates capital resources to its obligations under this
Agreement) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Agreement; or 

  

	(c)	 the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised
Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (the “Basel II Accord”) or any other law or regulation implementing the Basel II 




  
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Accord or any of the approaches provided for and allowed to be used by banks under or in connection with the Basel II Accord, in each case when compared to the cost of complying with such
regulations as determined by the Agent (or parent company of it) on the date of this Agreement (whether such implementation, application or compliance is by a government, regulator, supervisory authority, the Notifying Lender or its holding
company); or 
  

	(d)	the implementation or application of or compliance with Basel III or any law or regulation which implements or applies Basel III (regardless of the date on which it is enacted, adopted or issued and regardless of
whether any such implementation, application or compliance is by a government, regulator, the Notifying Lender or any of its affiliates) is that the Notifying Lender (or a parent company of it), 


the Notifying Lender (or a parent company of it) has incurred or will incur an “increased cost”. 

 

	24.2	Meaning of “increased cost” 

 In this Clause 24, “increased
cost” means, in relation to a Notifying Lender: 
  

	(a)	an additional or increased cost incurred as a result of, or in connection with, the Notifying Lender having entered into, or being a party to, this Agreement or a Transfer Certificate, of funding or maintaining its
Commitment or Contribution or performing its obligations under this Agreement, or of having outstanding all or any part of its Contribution or other unpaid sums; 

  


	(b)	a reduction in the amount of any payment to the Notifying Lender under this Agreement or in the effective return which such a payment represents to the Notifying Lender or on its capital; 


 

	(c)	an additional or increased cost of funding all or maintaining all or any of the advances comprised in a class of advances formed by or including the Notifying Lender’s Contribution or (as the case may require) the
proportion of that cost attributable to the Contribution; or 

  

	(d)	a liability to make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Notifying Lender under this Agreement, 


but not an item attributable to a change in the rate of tax on the overall net income of the Notifying Lender (or a parent company of it) or an
item covered by the indemnity for tax in Clause 21.1 or by Clause 22. 
 For the purposes of this Clause 24.2 the Notifying Lender may in
good faith allocate or spread costs and/or losses among its assets and liabilities (or any class of its assets and liabilities) on such basis as it considers appropriate. 
  

	24.3	Notification to Borrowers of claim for increased costs 

 The Agent shall promptly notify
the Borrowers and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 24.1. 
  

	24.4	Payment of increased costs 

 The Borrowers shall pay to the Agent, no later than 5 days
after the Agent’s demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrowers that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased
cost. 

  
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	24.5	Notice of prepayment 

 If the Borrowers are not willing to continue to compensate the
Notifying Lender for the increased cost under Clause 24.4, the Borrowers may give the Agent not less than 14 days’ notice of their intention to prepay the Notifying Lender’s Contribution at the end of an Interest Period. 

 

	24.6	Prepayment; termination of Commitment 

 A notice under Clause 24.5 shall be irrevocable;
the Agent shall promptly notify the Notifying Lender of the Borrowers’ notice of intended prepayment; and: 
  

	(a)	on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled; and 

  

	(b)	on the date specified in its notice of intended prepayment, the Borrowers shall prepay (without premium or penalty) the Notifying Lender’s Contribution, together with accrued interest thereon at the applicable rate
plus the Margin and the Mandatory Cost (if any). 

  

	24.7	Application of prepayment 

 Clause 8 shall apply in relation to the prepayment. 

 

	25	SET-OFF 

  

	25.1	Application of credit balances 

 Each Creditor Party may without prior notice to the
Borrowers: 
  

	(a)	apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of either Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum
then due from that Borrower to that Creditor Party under any of the Finance Documents; and 

  

	(b)	for that purpose: 

  

	 	(i)	break, or alter the maturity of, all or any part of a deposit of that Borrower; 

  

	 	(ii)	convert or translate all or any part of a deposit or other credit balance into Dollars; and 

  

	 	(iii)	enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate. 


 

	25.2	Existing rights unaffected 

 No Creditor Party shall be obliged to exercise any of its
rights under Clause 25.1; and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any
document). 
  

	25.3	Sums deemed due to a Lender 

 For the purposes of this Clause 25, a sum payable by the
Borrowers to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender’s proportion of a sum so payable for distribution to, or for the account of, the
Lenders shall be treated as a sum due to such Lender. 

  
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	25.4	No Security Interest 

 This Clause 25 gives the Creditor Parties a contractual right of
set-off only, and does not create any equitable charge or other Security Interest over any credit balance of either Borrower. 
  

	26	TRANSFERS AND CHANGES IN LENDING OFFICES 

  

	26.1	Transfer by Borrower 

 Neither Borrower may assign or transfer any of its rights,
liabilities or obligations under any Finance Document. 
  

	26.2	Transfer by a Lender 

 Subject to Clause 26.4, a Lender (the “Transferor
Lender”) may, without the consent of, but in consultation with, the Borrowers, at any time, or any Security Party, cause: 
  

	(a)	its rights in respect of all or part of its Contribution; or 

  

	(b)	its obligations in respect of all or part of its Commitment; or 

  

	(c)	a combination of (a) and (b); or 

  

	(d)	all or part of its credit risk under this Agreement and the other Finance Documents, 

 to
be syndicated to or, (in the case of its rights) assigned, pledged or transferred to, or (in the case of its obligations) pledged or assumed by, any third party (a “Transferee Lender”) by delivering to the Agent a completed
certificate in the form set out in Schedule 5 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender. 

However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately
in accordance with the Agency and Trust Agreement. All costs and expenses relating to a transfer effected pursuant to this Clause 26.2 shall be borne by the Transferee Lender. 
  


	26.3	Transfer Certificate, delivery and notification 

 As soon as reasonably practicable after
a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective): 
  

	(a)	sign the Transfer Certificate on behalf of itself, the Borrowers, the Security Parties, the Security Trustee and each of the other Lenders; 


 

	(b)	on behalf of the Transferee Lender, send to each Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it; and 


 

	(c)	send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above. 

  

	26.4	Effective Date of Transfer Certificate 

 A Transfer Certificate becomes effective on the
date, if any, specified in the Transfer Certificate as its effective date, Provided that it is signed by the Agent under Clause 26.3 on or before that date. 

  
 66 









	26.5	No transfer without Transfer Certificate 

 Except as provided in Clause 26.16, no
assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, either Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected
by a Transfer Certificate. 
  

	26.6	Lender re-organisation; waiver of Transfer Certificate 

 However, if a Lender
enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the “successor”), the Agent may, if it sees fit, by notice to the successor and the Borrowers and
the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent’s notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor
Lender. 
  

	26.7	Effect of Transfer Certificate 

 A Transfer Certificate takes effect in accordance with
English law as follows: 
  

	(a)	to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee
Lender absolutely, free of any defects in the Transferor Lender’s title and of any rights or equities which the Borrowers or any Security Party had against the Transferor Lender; 


 

	(b)	the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer Certificate; 

  

	(c)	the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate; 


 

	(d)	the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and
the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;


  

	(e)	any part of the Loan which the Transferee Lender advances after the Transfer Certificate’s effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the
transferor, assuming that any defects in the transferor’s title and any rights or equities of either Borrower or any Security Party against the Transferor Lender had not existed; 


 

	(f)	the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under
Clause 5.7 and Clause 20, and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and 

  

	(g)	in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled
to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount. 


  
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 The rights and equities of either Borrower or any Security Party referred to above include, but
are not limited to, any right of set off and any other kind of cross-claim. 
  

	26.8	Maintenance of register of Lenders 

 During the Security Period the Agent shall maintain
a register in which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 26.4)
of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrowers during normal banking hours, subject to receiving at least 3 Business Days’ prior notice. 

 

	26.9	Reliance on register of Lenders 

 The entries on that register shall, in the absence of
manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the
Finance Documents for all purposes relating to the Finance Documents. 
  

	26.10	Authorisation of Agent to sign Transfer Certificates 

 The Borrowers, the Security
Trustee and each Lender irrevocably authorise the Agent to sign Transfer Certificates on its behalf. The Borrowers and each Security Party irrevocably agree to the transfer procedures set out in this Clause 26 and to the extent the cooperation of
the Borrowers and/or any Security Party shall be required to effect any such transfer, the Borrowers and such Security Party shall take all necessary steps to afford such cooperation Provided that this shall not result in any additional costs
to the Borrowers or such Security Party. 
  

	26.11	Registration fee 

 In respect of any Transfer Certificate, the Agent shall be entitled to
recover a registration fee of $2,500 from the Transferor Lender or (at the Agent’s option) the Transferee Lender. 
  

	26.12	Sub-participation; subrogation assignment 

 A Lender may sub-participate or include in a
securitisation or similar transaction all or any part of its rights and/or obligations under or in connection with the Finance Documents without the Borrowers’ or any other Security Party’s prior consent and without serving a notice
thereon and the Lenders may assign without the Borrowers’ prior consent but in consultation with the Borrowers, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those rights to an
insurer or surety who has become subrogated to them. 
  

	26.13	Sub-division, split, modification or re-tranching 

 Any Lender may, in its sole
discretion, sub-divide, split, sever, modify or re-tranche its Contribution into one or more parts subject to the overall cost of its Contribution to the Borrowers remaining unchanged, if such changes are necessary in order to achieve a successful
execution of a securitisation, syndication or any other capital market exit in respect of its Contribution (or any applicable part thereof). 
  

	26.14	Disclosure of information 

 A Lender may, without the prior consent of the Borrowers or
any Security Party, disclose to a potential Transferee Lender or sub participant as well as, where relevant, to rating agencies, trustees and accountants, any financial or other information which that Lender has received


  
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in relation to the Loan, the Borrowers, any Security Party or their affairs and collateral or security provided under or in connection with any Finance Document, their financial circumstances and
any other information whatsoever, as that Lender may deem reasonably necessary or appropriate in connection with the potential syndication, the assessment of the credit risk and the ongoing monitoring of the Loan by any potential Transferee Lender
and that Lender shall be released from its obligation of secrecy and from banking confidentiality. 
 In the event any such potential
Transferee Lender, sub-participant, rating agency, trustee or accountant is not already bound by any legal obligation of secrecy or banking confidentiality, the Lender concerned shall require such other party to sign a confidentiality agreement. The
Borrowers shall, and shall procure that any other Security Party shall: 
  

	(a)	provide the Creditor Parties (or any of them) with all information deemed, reasonably, necessary by the Creditor Parties (or any of them) for the purposes of any transfer, syndication or sub-participation to be effected
pursuant to this Clause 26; 

  

	(b)	procure that the directors and officers of each Borrower or any Security Party are available to participate in any meeting with any Transferee Lender or any rating agency at such times and places as the Creditor Parties
may reasonably request following prior notice (to be served on the Borrowers reasonably in advance) to the Borrowers or that Security Party; and 

  

	(c)	permit any Transferee Lender to board the Ship at all reasonable times to inspect its condition with reasonable notice to the Borrowers (after taking into consideration the Ship’s schedule). 


 

	26.15	Confidentiality 

 Any publicity regarding the Loan or any of the terms thereof shall be
agreed in advance by the Corporate Guarantor and the Agent (acting on the instructions of the Majority Lenders) unless otherwise required in connection with the Corporate Guarantor’s reporting obligations under or in connection with the SEC
rules and/or the New York Stock Exchange’s requirements. 
  

	26.16	Change of lending office 

 A Lender may change its lending office by giving notice to the
Agent and the change shall become effective on the later of: 
  

	(a)	the date on which the Agent receives the notice; and 

  

	(b)	the date, if any, specified in the notice as the date on which the change will come into effect. 

  

	26.17	Notification 

 On receiving such a notice, the Agent shall notify the Borrowers and the
Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which the Agent last had notice. 

 

	26.18	Security over Lenders’ rights 

 In addition to the other rights provided to Lenders
under this Clause 26, each Lender may without consulting with or obtaining consent from either Borrower or any Security Party, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise)
all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation: 
  

	(a)	any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and 


  
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	(b)	in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as
security for those obligations or securities; 

 except that no such charge, assignment or Security Interest shall: 

 

	 	(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents;
or 

  

	 	(ii)	require any payments to be made by either Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.


  

	26.19	Replacement of Reference Bank 

 If any Reference Bank ceases to be a Lender or is unable
on a continuing basis to supply quotations for the purposes of Clause 5 then, unless the Borrowers, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the
Borrowers, shall appoint another bank (whether or not a Lender) to be a replacement Reference Bank; and, when that appointment comes into effect, the first-mentioned Reference Bank’s appointment shall
cease to be effective. 
  

	27	VARIATIONS AND WAIVERS 

  

	27.1	Required consents 

  

	(a)	Subject to Clause 27.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrowers and any such amendment or waiver will be binding on all
Creditor Parties and the Borrowers. 

  

	(b)	Any instructions given by the Majority Lenders will be binding on all the Creditor Parties. 

  

	(c)	The Agent may effect, on behalf of any Creditor Party, any amendment or waiver permitted by this Clause. 

  

	27.2	Exceptions 

  

	(a)	An amendment or waiver that has the effect of changing or which relates to: 

  

	 	(i)	the definition of “Majority Lenders” or “Finance Documents” in Clause 1.1 (Definitions); 

  

	 	(ii)	an extension to the date of payment of any amount under the Finance Documents; 

  

	 	(iii)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest fees, commission or other amount payable under any of the Finance Documents; 


 

	 	(iv)	an increase in or an extension of any Lender’s Commitment; 

  

	 	(v)	any provision which expressly requires the consent of all the Lenders; or 

  

	 	(vi)	Clause 3 (Position of the Lenders), Clause 11.5, 11.6 and 11.7, Clause 26 (Transfers and Changes in Lending Offices) or this Clause 27.2; 


 

	 	(vii)	any release of any Security Interest, guarantee, indemnities or subordination arrangement created by any Finance Document; 


  
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	 	(viii)	any change of the currency in which the Loan is provided or any amount is payable under any of the Finance Documents; 

  

	 	(ix)	an extension of the Availability Period; 

  

	 	(x)	change clauses 22 (grossing-up) and 16.4 (distribution of payment to Creditor Parties). 

 may
not be effected without the prior written consent of all Lenders. 
  

	(b)	An amendment or waiver which relates to the rights or obligations of the Agent, the Arranger or the Security Trustee may not be effected without the consent of the Agent, the Arranger or the Security Trustee, as the
case may be. 

  

	27.3	Exclusion of other or implied variations 

 Except for a document which satisfies the
requirements of Clauses 27.1 and 27.2, no document, and, subject to Clause 27.4, no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of
them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or
exercising: 
  

	(a)	a provision of this Agreement or another Finance Document; or 

  

	(b)	an Event of Default; or 

  

	(c)	a breach by either Borrower or a Security Party of an obligation under any Finance Document or the general law; or 

  

	(d)	any right or remedy conferred by any Finance Document or by the general law, 

 and there shall
not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time. 

 

	27.4	Deemed consent 

 With respect to any amendment, variation, waiver, suspension or limit
requested by any party to this Agreement and which requires the approval of all the Lenders or the Majority Lenders (as the case may be), the Agent shall provide each Lender with written notice of such request accompanied by such detailed background
information as may be reasonably necessary (in the opinion of the Agent) to determine whether to approve such action. A Lender shall be deemed to have approved such action if such Lender fails to object to such action by written notice to the Agent
within 10 days of that Lender’s receipt of the Agent’s notice or such other time as the Agent may state in the relevant notice as being the time available for approval of such action. 

 

	28	NOTICES 

  

	28.1	General 

 Unless otherwise specifically provided, any notice under or in connection with
any Finance Document shall be given by letter or fax; and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly. 

  
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	28.2	Addresses for communications 

 A notice by letter or fax shall be sent: 

 

					
	(a)    		to the Borrowers:		    c/o Navios Shipmanagement Inc.
					    7 Avenue de Grande Bretagne
					    Monte Carlo, MC 98000
					    Monaco
			
					    Fax No: +30 210 453 1984
			
	(b)		to a Lender:		     At the address below its name in Schedule 1 or

    (as the case may require) in the relevant Transfer Certificate

			
	(c)		to the Agent and		
			Security Trustee:		    HSH Nordbank AG
					    CRM Shipping Europe & Offshore
					    Gerhart-Hauptmann-Platz 50
					    20095 Hamburg
					    Germany
			
					    Fax No: +49 40 3333 34118

 or to such other address as the relevant party may notify the Agent or, if the relevant party is the Agent or
the Security Trustee, the Borrowers, the Lenders and the Security Parties. 
  

	28.3	Effective date of notices 

 Subject to Clauses 28.4 and 28.5: 

 

	(a)	a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered; and 


 

	(b)	a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed. 

  

	28.4	Service outside business hours 

 However, if under Clause 28.3 a notice would be deemed
to be served: 
  

	(a)	on a day which is not a business day in the place of receipt; or 

  

	(b)	on such a business day, but after 5 p.m. local time, 

 the notice shall (subject to Clause 28.5)
be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day. 
  

	28.5	Illegible notices 

 Clauses 28.3 and 28.4 do not apply if the recipient of a notice
notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect. 

  
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	28.6	Valid notices 

 A notice under or in connection with a Finance Document shall not be
invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if: 

 

	(a)	the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or 


 

	(b)	in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been. 


 

	28.7	Electronic communication 

 Any communication to be made between the Agent and a Creditor
Party or either Borrower or any other Security Party under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and, in the case of a communication to a Creditor Party, the relevant
Creditor Party (or in the case of a communication to a Security Party, the relevant Security Party): 
  

	(a)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication; 

  

	(b)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and 


 

	(c)	notify each other of any change to their respective addresses or any other such information supplied to them. 


Any electronic communication made between the Agent and a Lender or a Borrower or any other Security Party will be effective only when actually
received in readable form and, in the case of any electronic communication made by a Creditor Party or a Borrower or any other Security Party to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose. 

 

	28.8	English language 

 Any notice under or in connection with a Finance Document shall be in
English. 
  

	28.9	Meaning of “notice” 

 In this Clause 28, “notice” includes any
demand, consent, authorisation, approval, instruction, waiver or other communication. 
  

	29	JOINT AND SEVERAL LIABILITY 

  

	29.1	General 

 All liabilities and obligations of the Borrowers under this Agreement shall,
whether expressed to be so or not, be several and, if and to the extent consistent with Clause 29.2, joint. 
  

	29.2	No impairment of a Borrowers’ obligations 

 The liabilities and obligations of a
Borrower shall not be impaired by: 

  
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	(a)	this Agreement being or later becoming void, unenforceable or illegal as regards the other Borrower; 

  

	(b)	any Lender or the Security Trustee entering into any rescheduling, refinancing or other arrangement of any kind with the other Borrower; 


 

	(c)	any Lender or the Security Trustee releasing the other Borrower or any Security Interest created by a Finance Document; or 

  

	(d)	any combination of the foregoing. 

  

	29.3	Principal debtors 

 Each Borrower declares that it is and will, throughout the Security
Period, remain a principal debtor for all amounts owing under this Agreement and the Finance Documents and neither Borrower shall in any circumstances be construed to be a surety for the obligations of the other Borrower under this Agreement. 

 

	29.4	Subordination 

 Subject to Clause 29.5, during the Security Period, neither Borrower
shall: 
  

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

  

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


 

	(c)	set off such an amount against any sum due from it to the other Borrower; or 

  

	(d)	prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving the other Borrower or other Security Party; or 


 

	(e)	exercise or assert any combination of the foregoing. 

  

	29.5	Borrowers’ required action 

 If during the Security Period, the Agent, by notice to
a Borrower, requires it to take any action referred to in paragraphs (a) to (d) of Clause 29.4, in relation to the other Borrower, that Borrower shall take that action as soon as practicable after receiving the Agent’s notice. 

 

	30	SUPPLEMENTAL 

  

	30.1	Rights cumulative, non-exclusive 

 The rights and remedies which the Finance Documents
give to each Creditor Party are: 
  

	(a)	cumulative; 

  

	(b)	may be exercised as often as appears expedient; and 

  

	(c)	shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law. 


  
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	30.2	Severability of provisions 

 If any provision of a Finance Document is or subsequently
becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document. 

 

	30.3	Counterparts 

 A Finance Document may be executed in any number of counterparts. 

 

	30.4	Third party rights 

 A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement. 
  

	30.5	Benefit and binding effect 

 The terms of this Agreement shall be binding upon, and shall
enure to the benefit of, the parties hereto and their respective (including subsequent) successors and permitted assigns and transferees. 
  

	31	LAW AND JURISDICTION 

  

	31.1	English law 

 This Agreement and any non-contractual obligations arising out of or in
connection with it shall be governed by, and construed in accordance with, English law. 
  

	31.2	Exclusive English jurisdiction 

 Subject to Clause 31.3, the courts of England shall have
exclusive jurisdiction to settle any Dispute. 
  

	31.3	Choice of forum for the exclusive benefit of the Creditor Parties 

 Clause 31.2 is for
the exclusive benefit of the Creditor Parties, each of which reserves the right: 
  

	(a)	to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and 


 

	(b)	to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England. 


Neither Borrower shall commence any proceedings in any country other than England in relation to a Dispute. 

 

	31.4	Process agent 

 Each Borrower irrevocably appoints HFW Nominees Limited, at its
registered office for the time being, presently at 65 Crutched Friars, London EC3N 2AE England to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are
connected with a Dispute. 

  
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	31.5	Creditor Party rights unaffected 

 Nothing in this Clause 31 shall exclude or limit any
right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar
or related matter in any jurisdiction. 
  

	31.6	Meaning of “proceedings” and “Dispute” 

 In this Clause 31,
“proceedings” means proceedings of any kind, including an application for a provisional or protective measure and a “Dispute” means any dispute arising out of or in connection with this Agreement (including a
dispute relating to the existence, validity or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement. 

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement. 

  
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 EXECUTION PAGES 
  

					
	BORROWERS				
			
	SIGNED by		)		
	Peter Kallifidas		)		
	for and on behalf of		)		/s/ Peter Kallifidas
	DUNE SHIPPING CORP.		)		
	in the presence of:		)		
			
	/s/ Christoforos Bismpikos				
			
	SIGNED by		)		
	Peter Kallifidas		)		
	for and on behalf of		)		/s/ Peter Kallifidas
	CITRINE SHIPPING CORPORATION		)		
	in the presence of:		)		
			
	/s/ Christoforos Bismpikos				
			
	LENDERS				
			
	SIGNED by		)		
	Konstantinos Mexias		)		
	for and on behalf of		)		/s/ Konstantinos Mexias
	HSH NORDBANK AG		)		
	in the presence of:		)		
			
	/s/ Christoforos Bismpikos				
			
	AGENT				
			
	SIGNED by		)		
	Konstantinos Mexias		)		
	for and on behalf of		)		/s/ Konstantinos Mexias
	HSH NORDBANK AG		)		
	in the presence of:		)		
			
	/s/ Christoforos Bismpikos				


  
 77 









					
			
	MANDATED LEAD ARRANGER				
			
	SIGNED by		)		
	Konstantinos Mexias		)		
	for and on behalf of		)		/s/ Konstantinos Mexias
	HSH NORDBANK AG		)		
	in the presence of:		)		
			
	/s/ Christoforos Bismpikos				
			
	BOOKRUNNER				
			
	SIGNED by		)		
	Konstantinos Mexias		)		
	for and on behalf of		)		/s/ Konstantinos Mexias
	HSH NORDBANK AG		)		
	in the presence of:		)		
			
	/s/ Christoforos Bismpikos				
			
	UNDERWRITING BANK				
			
	SIGNED by		)		
	Konstantinos Mexias		)		
	for and on behalf of		)		/s/ Konstantinos Mexias
	HSH NORDBANK AG		)		
	in the presence of:		)		
			
	/s/ Christoforos Bismpikos				
			
	SECURITY TRUSTEE				
			
	SIGNED by		)		
	Konstantinos Mexias		)		
	for and on behalf of		)		/s/ Konstantinos Mexias
	HSH NORDBANK AG		)		
	in the presence of:		)		
			
	/s/ Christoforos Bismpikos				


  
 78