EX-4.1





 Exhibit 4.1 

Dated 16 October 2020 

LEFKADA SHIPPING CORPORATION 

as Borrower 
 THE BANKS AND
FINANCIAL INSTITUTIONS 
 listed in Schedule 1 

as Lenders 
 and 

HAMBURG COMMERCIAL BANK AG 

as Agent, Mandated Lead Arranger and Security Trustee 

AMENDING AND RESTATING AGREEMENT 

relating to 
 the financing of 

m.v. “NAVE BUENA SUERTE” 
  





 












 Index 
  

							
	Clause	 	 	  	Page	 
	 1
	 	Definitions and Interpretation	  	 	1	 
	 2
	 	Agreement of the Creditor Parties	  	 	3	 
	 3
	 	Conditions Precedent	  	 	3	 
	 4
	 	Representations	  	 	3	 
	 5
	 	Amendment and Restatement of Loan Agreement and other Finance Documents	  	 	4	 
	 6
	 	Further Assurance	  	 	4	 
	 7
	 	Term-Out Fee	  	 	6	 
	 8
	 	Costs and Expenses	  	 	6	 
	 9
	 	Notices	  	 	6	 
	 10
	 	Counterparts	  	 	6	 
	 11
	 	Governing Law	  	 	6	 
	 12
	 	Enforcement	  	 	6	 
		
	 Schedules
	  			
		
	 Schedule 1 The Lenders
	  	 	8	 
	 Schedule 2 Effective Date Certificate
	  	 	9	 
	 Schedule 3 Conditions Precedent
	  	 	10	 
		
	 Execution
	  			
		
	 Execution Pages
	  	 	12	 

 Appendices 
 Appendix Part
A Form of Amended and Restated Loan Agreement marked to indicate amendments to the Loan Agreement 
 Appendix Part B Form of clean copy Amended and Restated
Loan Agreement 












 THIS AGREEMENT is made on 16 October 2020 

PARTIES 
  

	(1)	 LEFKADA SHIPPING CORPORATION, a corporation incorporated in the Republic of the Marshall Islands whose
registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Marshall Islands MH 96960 as borrower (the “Borrower”) 



 

	(2)	 THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (The Lenders) as lenders (the
“Lenders”) 


  

	(3)	 HAMBURG COMMERCIAL BANK AG as agent (the “Agent”), as mandated lead arranger (the
“Mandated Lead Arranger”) and as security trustee (the “Security Trustee”) 


 BACKGROUND 

 

	(A)	 By the Loan Agreement, the Lenders made available to the Borrower a facility of (originally) up to $31,800,000
of which $29,262,000 is outstanding at the date of this Agreement. 


  

	(B)	 This Agreement sets out the terms and conditions on which the Lenders and the other Creditor Parties agree,
with effect on and from the Effective Date, at the request of the Borrower, to the amendments set out in clause 2.1 below, including, without limitation, the extension of the maturity of an amount of up to the lesser of (A) US$28,416,000 and
(B) 65 per cent. of the Market Value of the Ship, and to the consequential amendment of the Loan Agreement and the other Finance Documents in connection with those matters. 



OPERATIVE PROVISIONS 
  

	1	 DEFINITIONS AND INTERPRETATION 



 

	1.1	 Definitions 



In this Agreement: 

“Amended and Restated Loan Agreement” means the Loan Agreement as amended and restated by this Agreement in the form set out
in the Appendix. 
 “Charter” means in respect of the Ship the time charter party dated 17 October 2019 (as amended and
supplemented by Addendum No. 1 dated 17 January 2020 and Addendum No. 2 dated 20 January 2020 and as may be further amended and supplemented from time to time) and made between the Borrower as owner and CHINA SHIPPING DEVELOPMENT
(HONG KONG) WYTEX LIMITED as charterer. 
 “Charter Assignment” means, in relation to the Charter, a Charterparty Assignment
under the Loan Agreement in the Agreed Form. 
 “Corporate Guarantee” means a guarantee of the obligations of the Borrower
under the Loan Agreement and the other Finance Documents to which the Borrower is a party, in the Agreed Form. 
 “Corporate
Guarantor” means Navios Maritime Acquisition Corporation, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands,
MH96960. 
  












 “Effective Date” means the date on which the conditions precedent in Clause
3 (Conditions Precedent) are satisfied as confirmed by the Effective Date Certificate. 
 “Effective Date
Certificate” means a certificate executed by the Agent in the form set out in Schedule 2. 
 “Loan Agreement” means
the loan agreement dated 8 October 2019 and made between (i) the Borrower, (ii) the Lenders, (iii) the Agent, (iv) the Mandated Lead Arranger and (v) the Security Trustee. 

“Obligor” means the Borrower, the Corporate Guarantor, the Shareholder or any of the other Security Parties and, in the
plural, means all of them. 
 “Second Deed of Covenant” means the second priority deed of covenant collateral to the Second
Mortgage. 
 “Second Mortgage” means the second preferred, or as the case may be, priority ship mortgage on the Ship in the
Agreed Form. 
 “Shareholder” means Aegean Sea Maritime Holdings Inc., a corporation incorporated and existing under the
laws of the Republic of the Marshall Islands, whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands MH96960. 

“Shares Security Deed” means, in respect of all the issued shares in the Borrower, a pledge of such shares executed or to be
executed by the Shareholder in favour of the Security Trustee in the Agreed Form. 
  

	1.2	 Defined expressions 



Defined expressions in the Loan Agreement and the other Finance Documents shall have the same meanings when used in this Agreement unless the
context otherwise requires or unless otherwise defined in this Agreement. 
  

	1.3	 Application of construction and interpretation provisions of Loan Agreement 



Clauses 1.2 (construction of certain terms) to 1.6 (Headings) of the Loan Agreement applies to this Agreement as if it were
expressly incorporated in it with any necessary modifications. 
  

	1.4	 Designation as a Finance Document 



The Borrower and the Agent designate this Agreement as a Finance Document. 

 

	1.5	 Third party rights 



Unless provided to the contrary in a Finance Document, a person who is not a party to this Agreement has no right under the Third Parties Act
to enforce or to enjoy the benefit of any term of this Agreement. 

  
 2 














	2	 AGREEMENT OF THE CREDITOR PARTIES 



 

	2.1	 Agreement of the Lenders 



The Lenders agree, subject to and upon the terms and conditions of this Agreement, to inter alia, amend the repayment schedule set out
in clause 8.1 of the Loan Agreement. 
  

	2.2	 Agreement of the Creditor Parties 



The Creditor Parties agree, subject to and upon the terms and conditions of this Agreement, to the consequential amendment of the Loan
Agreement and the other Finance Documents in connection with the matters referred to in Clause 2.1 (Agreement of the Lenders). 
  

	2.3	 Effective Date 



The agreement of the Lenders and the other Creditor Parties contained in Clause 2.1 (Agreement of the Lenders) and Clause 2.2
(Agreement of the Creditor Parties) shall have effect on and from the Effective Date. 
  

	3	 CONDITIONS PRECEDENT 



The agreement of the Lenders and the other Creditor Parties contained in Clause 2.1 (Agreement of the Lenders) and Clause 2.2
(Agreement of the Creditor Parties) is subject to: 
  

	(a)	 no Event of Default continuing on the date of this Agreement and the Effective Date or resulting from the
occurrence of the Effective Date; 


  

	(b)	 the representations and warranties to be made by each Obligor in accordance with the relevant Finance Document
to which it is a party being true on the date of this Agreement and the Effective Date; 


  

	(c)	 no event described in paragraphs (a) to (b) of clause 8.8 (mandatory prepayment) of the Loan
Agreement having occurred on the date of this Agreement or the Effective Date; and 


  

	(d)	 the Agent having received all of the documents and other evidence listed in Schedule 3 (Conditions
Precedent) in form and substance reasonably satisfactory to the Facility Agent on or before 19 October 2020 or such later date as the Agent may agree with the Borrower. 



 

	4	 REPRESENTATIONS 



 

	4.1	 Loan Agreement representations 



The Borrower makes the representations and warranties set out in clause 10 (representations and warranties) of the Loan Agreement, as
amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement by reference to the circumstances then existing on the date of this Agreement and on the Effective Date. 

 

	4.2	 Finance Document representations 



Each Obligor makes the representations and warranties set out in the Finance Documents (other than the Loan Agreement) to which it is a party,
as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement by reference to the circumstances then existing on the date of this Agreement and on the Effective Date. 

  
 3 














	5	 AMENDMENT AND RESTATEMENT OF LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS 



 

	5.1	 Specific amendments to the Loan Agreement 



With effect on and from the Effective Date the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended and restated in
the form of the Amended and Restated Loan Agreement and, as so amended and restated, the Loan Agreement shall continue to be binding on each of the parties to it in accordance with its terms as so amended and restated. 

 

	5.2	 Amendments to Finance Documents 



With effect on and from the Effective Date each of the Finance Documents other than the Loan Agreement shall be, and shall be deemed by this
Agreement to be, amended as follows: 
  

	(a)	 the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of
the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and restated by this Agreement; and 



 

	(b)	 by construing references throughout each of the Finance Documents to “this Agreement”, “this
Deed” and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement. 


  

	5.3	 Finance Documents to remain in full force and effect 



The Finance Documents shall remain in full force and effect: 
  

	(a)	 in the case of the Loan Agreement as amended and restated pursuant to Clause 5.1 (Specific amendments to the
Loan Agreement); and 


  

	(b)	 in the case of the Finance Documents other than the Loan Agreement as amended and supplemented by the
amendments to such Finance Documents contained or referred to in Clause 5.2 (Amendments to Finance Documents), 



subject to such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement. 

 

	6	 FURTHER ASSURANCE 



 

	6.1	 Further assurance 



 

	(a)	 The Borrower shall and shall procure that each Obligor shall promptly, and in any event within the time period
specified by the Agent do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers,
mortgages, charges, notices, instructions, acknowledgements, proxies and powers of attorney), as the Agent may specify (and in such form as the Agent may require in favour of the Agent or its nominee(s)) to implement the terms and provisions of this
Agreement. 



  
 4 














	(b)	 The Borrower shall and shall procure that each Obligor shall promptly, and in any event within the time period
specified by the Security Trustee do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments,
transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Security Trustee may specify (and in such form as the Security Trustee may require in favour of the Security Trustee or its nominee(s)):



  

	 	(i)	 to create, perfect, vest in favour of the Security Trustee or protect the priority of the Security Interest or
any right or any kind created or intended to be created under or evidenced by the Finance Documents as amended and restated and/or supplemented by this Agreement (which may include the execution of a mortgage, charge, assignment or other Security
Interest over all or any of the assets which are, or are intended to be, the subject of the Security Interest created by a Finance Document) or for the exercise of any rights, powers and remedies of the Security Trustee, any Receiver or the Creditor
Parties provided by or pursuant to the Finance Documents as amended and restated and/or supplemented by this Agreement or by law; 


  

	 	(ii)	 to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any
interest in or right relating to the assets which are, or are intended to be, the subject of the Security Interest created by a Finance Document or to exercise any power specified in any Finance Document as amended and restated and/or supplemented
by this Agreement in respect of which the Security Interest has become enforceable; and/or 


  

	 	(iii)	 to enable or assist the Security Trustee to enter into any transaction to commence, defend or conduct any
proceedings and/or to take any other action relating to any item of the Trust Property. 


  

	(c)	 The Borrower shall and shall procure that each Obligor shall, take all such action as is available to it
(including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security Interest conferred or intended to be conferred on the Security Trustee or the Creditor
Parties by or pursuant to the Finance Documents as amended and restated and/or supplemented by this Agreement. 


  

	6.2	 Additional corporate action 



At the same time as an Obligor delivers to the Agent or Security Trustee any document executed under this Clause 6 (Further Assurance),
the Borrower shall and shall procure that each Obligor shall deliver to the Agent or Security Trustee as applicable a certificate signed by an officer of that Obligor which shall: 

 

	(a)	 set out the text of a resolution of that Obligor’s directors specifically authorising the execution of the
document specified by the Agent or the Security Trustee as applicable; and 


  

	(b)	 state that either the resolution was duly passed at a meeting of the directors validly convened and held,
throughout which a quorum of directors entitled to vote on the resolution was present, or that the resolution has been signed by all the directors of officers and is valid under that Obligor’s articles of incorporation or other constitutional
documents. 



  
 5 














	7	 TERM-OUT FEE 



The Borrower shall pay to the Agent a non-refundable term-out
fee in the amount of $227,328 (representing 0.80 per cent. of the outstanding Loan on the Effective Date) which shall be due and payable to the Agent no later than 19 October 2020. The Borrower hereby authorises the Agent to debit the
Earnings Account with number 1200064014 without further notice in order to settle the amount due and payable under this Clause 7. 
  

	8	 COSTS AND EXPENSES 



Clause 20.3 (costs of variation, amendments, enforcement etc.) of the Loan Agreement, as amended and restated by this Agreement, applies
to this Agreement as if it were expressly incorporated in it with any necessary modifications. 
  

	9	 NOTICES 



Clause 28 (notices) of the Loan Agreement, as amended and restated by this Agreement, applies to this Agreement as if it were expressly
incorporated in it with any necessary modifications. 
  

	10	 COUNTERPARTS 



This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a
single copy of this Agreement. 
  

	11	 GOVERNING LAW 



This Agreement and any non-contractual obligations arising out of or in connection with it are governed
by English law. 
  

	12	 ENFORCEMENT 


  

	12.1	 Jurisdiction 


  


	(a)	 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with
this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a
“Dispute”). 


  

	(b)	 The Borrower accepts that the courts of England are the most appropriate and convenient courts to settle
Disputes and accordingly the Borrower will not argue to the contrary. 


  

	(c)	 This Clause 12.1 (Jurisdiction) is for the benefit of the Creditor Parties only. As a result, no
Creditor Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Creditor Parties may take concurrent proceedings in any number of jurisdictions.



  

	12.2	 Service of process 



 

	(a)	 Without prejudice to any other mode of service allowed under any relevant law, the Borrower:



  

	 	(i)	 irrevocably appoints Hill Dickinson LLP at their office for the time being, presently at The Broadgate Tower,
20 Primrose Street, London EC2A 2EW, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and 



  
 6 














	 	(ii)	 agrees that failure by a process agent to notify the Borrower of the process will not invalidate the
proceedings concerned. 


  

	(b)	 If any person appointed as an agent for service of process is unable for any reason to act as agent for service
of process, the Borrower must immediately (and in any event within 7 days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose. 



This Agreement has been entered into on the date stated at the beginning of this Agreement. 

  
 7 













 EXECUTION PAGES 

 

					
	BORROWER	  		  	




	SIGNED by Georgios Panagakis	  	)
	duly authorised	  	)
	for and on behalf of	  	)
	LEFKADA SHIPPING CORPORATION	  	)
	in the presence of:	  	)
			
	Witness’ signature:	  	)	  	




	Witness’ name:	  	)
	Witness’ address:	  	)
		  	
		  	

  

					
	LENDERS	  		  	




	SIGNED by MARIA ELENI KOSSYFA	  	)
	duly authorised	  	)
	for and on behalf of	  	)
	HAMBURG COMMERCIAL BANK AG	  	)
	in the presence of:	  	)
			
	Witness’ signature:	  	)	  	




	Witness’ name:	  	)
	Witness’ address:	  	)
		  	
		  	

  

					
	AGENT	  		  	




	SIGNED by MARIA ELENI KOSSYFA	  	)
	duly authorised	  	)
	for and on behalf of	  	)
	HAMBURG COMMERCIAL BANK AG	  	)
	in the presence of:	  	)
			
	Witness’ signature:	  	)	  	




	Witness’ name:	  	)
	Witness’ address:	  	)
		  	
		  	


  
 12 














					
	MANDATED LEAD ARRANGER	  		  	




	SIGNED by MARIA ELENI KOSSYFA	  	)
	duly authorised	  	)
	for and on behalf of	  	)
	HAMBURG COMMERCIAL BANK AG	  	)
	in the presence of:	  	)
			
	Witness’ signature:	  	)	  	




	Witness’ name:	  	)
	Witness’ address:	  	)
		  	
		  	

  

					
	SECURITY TRUSTEE	  		  	




	SIGNED by MARIA ELENI KOSSYFA	  	)
	duly authorised	  	)
	for and on behalf of	  	)
	HAMBURG COMMERCIAL BANK AG	  	)
	in the presence of:	  	)
			
	Witness’ signature:	  	)	  	




	Witness’ name:	  	)
	Witness’ address:	  	)
		  	
		  	


  
 13 













 Appendix 

Dated 8 October 2019 

as amended and restated 

on 16 October 2020 

LEFKADA SHIPPING CORPORATION 

as Borrower 
 and 

THE BANKS AND FINANCIAL INSTITUTIONS 

as Lenders 
 and 

HAMBURG COMMERCIAL BANK AG 

as Agent, Mandated Lead Arranger and Security Trustee 

LOAN AGREEMENT 
 relating
to 
 a senior secured post-delivery term loan facility of (originally) up to US$31,800,000 

to provide finance secured on one 2011-built very large crude carrier 
  





 












 Index 
  

							
	Clause	 	 	  	Page	 
			
	 1
	 	Interpretation	  	 	3	 
	 2
	 	Facility	  	 	22	 
	 3
	 	Position of the Lenders	  	 	22	 
	 4
	 	Drawdown	  	 	23	 
	 5
	 	Interest	  	 	24	 
	 6
	 	Interest Periods	  	 	26	 
	 7
	 	Default Interest	  	 	27	 
	 8
	 	Repayment and Prepayment	  	 	28	 
	 9
	 	Conditions Precedent	  	 	30	 
	 10
	 	Representations and Warranties	  	 	31	 
	 11
	 	General Undertakings	  	 	35	 
	 12
	 	Corporate Undertakings	  	 	40	 
	 13
	 	Insurance	  	 	41	 
	 14
	 	Ship Covenants	  	 	48	 
	 15
	 	Security Cover	  	 	54	 
	 16
	 	Payments and Calculations	  	 	56	 
	 17
	 	Application of Receipts	  	 	58	 
	 18
	 	Application of Earnings	  	 	59	 
	 19
	 	Events of Default	  	 	61	 
	 20
	 	Fees and Expenses	  	 	67	 
	 21
	 	Indemnities	  	 	68	 
	 22
	 	No Set-Off or Tax Deduction	  	 	71	 
	 23
	 	Illegality, etc.	  	 	74	 
	 24
	 	Increased Costs	  	 	74	 
	 25
	 	Set-Off	  	 	76	 
	 26
	 	Transfers and Changes in Lending Offices	  	 	77	 
	 27
	 	Variations and Waivers	  	 	82	 
	 28
	 	Notices	  	 	85	 
	 29
	 	Supplemental	  	 	87	 
	 30
	 	Law and Jurisdiction	  	 	88	 
		
	 Schedules
	  			
		
	 Schedule 1 Lenders and Commitments
	  	 	89	 
	 Schedule 2 Drawdown Notice
	  	 	90	 
	 Schedule 3 Condition Precedent Documents
	  	 	91	 
	 Part A
	  	 	91	 
	 Part B
	  	 	93	 
	 Schedule 4 Mandatory Cost Formula
	  	 	95	 
	 Schedule 5 Transfer Certificate
	  	 	97	 
	 Schedule 6 Power of Attorney
	  	 	101	 
	 Schedule 7 Form of Compliance Certificate
	  	 	102	 
	 Schedule 8 Additional Provisions
	  	 	103	 
		
	 Execution
	  			
		
	 Execution Pages
	  	 	104	 


  
 2 













 THIS AGREEMENT is made on 8 October 2019 as amended and restated by an amending and restating
agreement dated 16 October 2020 
 PARTIES 
  

	(1)	 LEFKADA SHIPPING CORPORATION, a corporation incorporated in the Republic of the Marshall Islands whose
registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands MH96960, as Borrower; 


  

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



 

	(3)	 HAMBURG COMMERCIAL BANK AG acting through its office at Gerhart-Hauptmann-Platz 50, 20095 Hamburg,
Germany, as Agent; 


  

	(4)	 HAMBURG COMMERCIAL BANK AG acting through its office at Gerhart-Hauptmann-Platz 50, 20095 Hamburg,
Germany, as Mandated Lead Arranger; and 


  

	(5)	 HAMBURG COMMERCIAL BANK AG acting through its office at Gerhart-Hauptmann-Platz 50, 20095 Hamburg,
Germany, as Security Trustee. 


 BACKGROUND 
  

	(A)	 By a loan agreement dated 8 October 2019 (the “Original Loan Agreement”), the Lenders
have agreed to make available to the Borrower a senior secured post-delivery term loan facility in one advance in an amount of (originally) up to the lesser of (A) US$31,800,000 and (B) 60 per cent. of the Initial Market Value of the Ship
(as defined below) to partly finance the Market Value of the Ship, in respect of which the principal amount outstanding under the term facility on the Effective Date is $28,416,000. 



 

	(B)	 By the Amending and Restating Agreement, the Lenders and the Borrower agreed to certain amendments to this
Agreement and the other Finance Documents. 


  

	(C)	 This Agreement sets out the terms and conditions of the Original Loan Agreement as amended and restated by the
Amending and Restating Agreement. 


 OPERATIVE PROVISIONS 
  


	1	 INTERPRETATION 



 

	1.1	 Definitions 



Subject to Clause 1.5, in this Agreement: 

“Account” means each of the Earnings Account, the Minimum Liquidity Account and the Retention Account and, in the plural,
means all of them. 
 “Account Bank” means Hamburg Commercial Bank AG, acting in such capacity through its office at
Gerhart-Hauptmann-Platz 50, 20095 Hamburg, Germany, or any successor; 
 “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 Minimum Liquidity” has the meaning given in Schedule 8; 

  
 3 













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

“Agency and Trust Agreement” means the agency and trust agreement executed or to be executed between the Borrower and the
Creditor Parties in the Agreed Form; 
 “Agent” means Hamburg Commercial Bank 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 the Majority Lenders) or as otherwise approved in accordance with any other approval procedure specified in any relevant provisions of any Finance Document; 

“Amending and Restating Agreement” means the amending and restating agreement dated 16 October 2020 and made between, amongst
others, the Borrower, the Lenders, the Agent, the Mandated Lead Arranger and the Security Trustee; 
 “Applicable Lender”
has the meaning given in Clause 5.2; 
 “Approved Broker” means each of Arrow Valuations Ltd, Barry Rogliano Salles, H.
Clarkson & Co. Ltd., Fearnleys, Maersk Brokers K/S, SSY Valuations Services Ltd. and Howe Robinson & Co Ltd London and, in the plural, means all of them; 

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

“Approved Manager” means Navios Tankers Management Inc., a corporation incorporated in the Republic of the Marshall Islands
whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands MH96960 or any other company which is a subsidiary or affiliate of Navios Maritime Holdings Inc. or of Angeliki Frangou or any other
company which the Agent (acting on the instructions of the Majority Lenders) may approve from time to time as the commercial and/or technical manager of the Ship; 

“Approved Manager’s Undertaking” means, in relation to the Ship, a letter of undertaking including (inter alia) an
assignment of the Approved Manager’s rights, title and interest in the Insurances of the Ship executed or to be executed by the Approved Manager in favour of the Security Trustee in the Agreed Form agreeing certain matters in relation to the
Approved Manager serving as manager and subordinating its rights against the Ship and the Borrower to the rights of the Creditor Parties under the Finance Documents and, in the plural, means all of them; 

“Assignable Charter” means any time charterparty, consecutive voyage charter or contract of affreightment in respect of the
Ship having a duration (or capable of exceeding a duration) equal or more than 12 months and any guarantee of the obligations of the charterer under such charter or any bareboat charter in respect of the Ship and any guarantee of the obligations of
the charterer under such bareboat charter, entered or to be entered into by the Borrower and a charterer or, as the context may require, bareboat charterer and, in the plural, means all of them; 

  
 4 













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

	 	(a)	 30 October 2019 (or such later date as the Agent may, with the authorisation of the Lenders, agree with
the Borrower); 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; 

“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”; 


 “Borrower” means Lefkada Shipping Corporation, a corporation incorporated in the
Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands MH96960; 

“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: 

 

	 	(a)	 in Hamburg, Piraeus, Athens and London regarding the fixing of any interest rate which is required to be
determined under this Agreement or any Finance Document; 


  

	 	(b)	 in Hamburg, Piraeus and New York in respect of any payment which is required to be made under a Finance
Document; and 


  

	 	(c)	 in Hamburg, Athens and Piraeus regarding any other action to be taken under this Agreement or any other Finance
Document; 


 “Cancellation Notice” has the meaning given in Clause 8.6; 

“Change of Control” means, in relation to: 

  
 5 














	 	(a)	 the Borrower, a change in: 



 

	 	(i)	 the beneficial ownership of any of the shares in the Borrower; or 



 

	 	(ii)	 the legal ownership of any of those shares; or 



 

	 	(b)	 the Corporate Guarantor, a change which results in Mrs Angeliki Frangou either directly or indirectly (through
entities owned and controlled by her or trusts or foundations of which she is the beneficiary) and/or Navios Maritime Holdings Inc. or any of its affiliates being the ultimate beneficial owner of, or having ultimate control of the voting rights
attaching to, less than 20 per cent. of all the issued shares or units as the case may be in the Corporate Guarantor; 



“Charterparty Assignment” means an assignment of the rights of the Borrower under any Assignable Charter and any guarantee of
such Assignable Charter executed or to be executed by the Borrower in favour of the Security Trustee in the Agreed Form and, in the plural, means all of them; 

“Code” means the US Internal Revenue Code of 1986; 

“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 7 and 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 11.20; 

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

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

“Corporate Guarantee” means a guarantee of the obligations of the Borrower under this Agreement and the other Finance
Documents to which each Borrower is a party, in the Agreed Form; 
 “Corporate Guarantor” means Navios Maritime Acquisition
Corporation, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960; 

“Correction Rate” means, at any relevant time in relation to an Applicable Lender, the amount (expressed as a rate per annum)
by which that Lender’s Cost of Funding exceeds LIBOR; 
 “Cost of Funding” means, in relation to a Lender, the rate per
annum determined by that Lender to be the rate at which deposits in Dollars are offered to that Lender by leading banks in the Relevant Interbank Market at that Lender’s request at or about the Specified Time on the Quotation Date for an
Interest Period and for a period equal to that Interest Period and for delivery on the first Business Day of it, or, if that Lender uses other ways to fund deposits in Dollars, such rate as determined by that Lender to be the Lender’s cost of
funding deposits in Dollars for that Interest Period, such determination being conclusive and binding in the absence of manifest error; 

  
 6 













 “Creditor Party” means the Agent, the Security Trustee, the Mandated Lead
Arranger or any Lender, whether as at the date of this Agreement or at any later time and, in the plural, means all of them; 
 “Deed
of Covenant” means the deed of covenant collateral to the Mortgage; 
 “Disruption Event” means either or both of:

  

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


  

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


  

	 	(i)	 from performing its payment obligations under the Finance Documents; or 



 

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



 and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are
disrupted; 
 “Dollars” and “$” means the lawful currency for the time being of the United States of
America; 
 “Drawdown Date” means the date requested by the Borrower for the Loan to be borrowed, or (as the context
requires) the date on which the Loan is actually borrowed; 
 “Drawdown Notice” means the notice in the form set out in
Schedule 2 (or in any other form which the Agent approves or reasonably requires); 
 “Earnings” means all moneys whatsoever
which are now, or later become, payable (actually or contingently) to the Borrower or the Security Trustee and which arise out of the use or operation of the 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 the Borrower or the Security Trustee in the event of requisition of the Ship 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 the Ship; and 



  
 7 














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



  

	 	(b)	 if and whenever the 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 the Ship; 



“Earnings Account” means an account in the name of the Borrower with the Account Bank designated “Lefkada Shipping
Corporation - Earnings Account”, or any other account (with that or another office of the Account Bank) which replaces such account and is designated by the Agent as that Earnings Account for the purposes
of this Agreement; 
 “Effective Date” means the date on which the Agent confirms in writing to the Borrower that the
conditions precedent listed in clause 3 of the Amending and Restating Agreement have been satisfied. 
 “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: 
  

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



 

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



 

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



 “Environmental Law” means any law, regulation, convention and agreement 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; 

  
 8 













 “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; 

“FATCA” means: 
  

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



 

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


  


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



“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA; 

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction; 

“Final Repayment Date” means 18 October 2024; 

“Finance Documents” means together: 
  

	 	(a)	 this Agreement; 


  

	 	(b)	 the Agency and Trust Agreement; 



 

	 	(c)	 the Account Pledges; 



 

	 	(d)	 the Corporate Guarantee; 



 

	 	(e)	 the Shares Security Deed; 



 

	 	(f)	 the Mortgage; 


  

	 	(g)	 the Second Mortgage; 



 

	 	(h)	 the Deed of Covenant; 



 

	 	(i)	 the Second Deed of Covenant; 



 

	 	(j)	 the General Assignment; 



 

	 	(k)	 any Charterparty Assignment; 



 

	 	(l)	 the Approved Manager’s Undertaking; and 



  
 9 














	 	(m)	 any other document (whether creating a Security Interest or not) which is executed at any time by the Borrower,
the Corporate Guarantor, the 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; 


 “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 (in each case, other than in respect of
assets or services obtained on normal commercial terms in the ordinary course of business) or any other agreement having the commercial effect of a borrowing or raising of money by the debtor; 



 

	 	(e)	 under any foreign exchange transaction, any interest or currency swap, exchange 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; or 



 

	 	(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 (f) if the references to the debtor referred to the other person; 



“Financial Year” means, in relation to the Corporate Guarantor and the Group, each period of one year commencing on
1 January in respect of which consolidated accounts are or ought to be prepared; 
 “General Assignment” means a
general assignment of (inter alia) the Earnings, the Insurances and any Requisition Compensation relative to the Ship in the Agreed Form; 

“Group” means the Corporate Guarantor and all subsidiaries directly or indirectly owned by the Corporate Guarantor, including,
but not limited to, the Shareholder and the Borrower and “member of the Group” shall be construed accordingly; 

“IACS” means the International Association of Classification Societies; 

“Indenture” means the indenture dated as of 13 November 2013, as amended and supplemented by six supplemental indentures
dated as of 8 January 2014, 20 February 2014, 31 March 2014, 28 May 2014, 4 December 2014, 17 October 2015, 7 March 2019, 12 March 2019 and 20 March 2019, respectively each entered into by the Corporate
Guarantor and Navios Acquisition Finance (US) Inc. in respect of the 8.125% First Priority Ship Mortgage Notes due 2021; 

  
 10 













 “Indenture Guarantee” means a guarantee executed, or as the case may be, to
be executed by the Borrower as security for the obligations and liability of the Corporate Guarantor under the Indenture; 
 “Initial
Market Value” means the Market Value thereof calculated in accordance with the valuation(s) relative thereto referred to in paragraph 4 of Schedule 3, Part B; 

“Instalment” has the meaning given in Clause 8.1; 

“Insurances” means: 
  

	 	(a)	 all policies and contracts of insurance (including, without limitation, any loss of hire insurance) and any
reinsurance, policies or contracts, including entries of the Ship in any protection and indemnity or war risks association, effected in respect of the Ship, its Earnings or otherwise in relation to it whether before, on or after the date of this
Agreement; and 


  

	 	(b)	 all rights (including, without limitation, any and all rights or claims which the Borrower 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 and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement; 



“Interest Period” means a period determined in accordance with Clause 6; 

“Interpolated Screen Rate” means, in relation to an Interest Period, the rate which results from interpolating on a linear
basis between: 
  

	 	(a)	 the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than
that Interest Period; and 


  

	 	(b)	 the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds that
Interest Period, 


 each as of the Specified Time on the Quotation Date for that Interest Period; 

“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; 

  
 11 













 “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 Screen Rate is available for that Interest Period), the applicable Interpolated Screen Rate for that
Interest Period; or 


  

	 	(c)	 if no Screen Rate is available and it is not possible to calculate an Interpolated Screen Rate for that
Interest Period, the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest fifth decimal point) of the rate(s) per annum notified to the Agent by each, or if there is only one Reference Bank,
that Reference Bank as the rate at which deposits in Dollars are offered to that Reference Bank by leading banks in the Relevant Interbank Market at that Reference Bank’s request, 



at or about the Specified 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 and, if any such rate is below zero, LIBOR will be deemed to be zero; 
 “Loan” means the
principal amount for the time being outstanding under this Agreement being $28,416,000 on the Effective Date; 
 “LSW 1189”
means the London Standard Wording for marine insurances which incorporates the German Direct Mortgage Clause; 
 “Major
Casualty” means any casualty to the 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 the Loan is made, Lenders whose Commitments total 66 2/3 per cent. of the Total Commitments; and



  

	 	(b)	 after the Loan is made, Lenders whose Contributions total 66 2/3 per cent. of the Loan;



 “Mandated Lead Arranger” means Hamburg Commercial Bank 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; 

  
 12 













 “Margin” means: 

 

	 	(a)	 3.90 per cent. per annum; or 



 

	 	(b)	 in the event that the Indenture has a Standard & Poor’s rating of at least BB+ or a comparable
rating by any other rating agency acceptable to the Agent (acting on the instructions of the Majority Lenders), 3.25 per cent. per annum. 



“Market Value” means the market value of the Ship determined in accordance with Clause 15.3; 

“Material Adverse Change” means any event or series of events which, in the 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 the Borrower
and/or any Security Party taken as a whole; 


  

	 	(b)	 the ability of the Borrower, the Approved Manager and/or any Security Party 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 Loan Amount” means an amount up to the lesser of (i) $31,800,000 and (ii) 60 per cent. of the Initial Market
Value of the Ship; 
 “Minimum Liquidity” has the meaning given in Schedule 8; 

“Minimum Liquidity Account” means an account in the name of the Borrower with the Account Bank designated “Lefkada
Shipping Corporation – Minimum Liquidity Account”, or any other account (with that or another office of the Account Bank) which replaces such account and is designated by the Agent as the Minimum Liquidity Account for the purposes of this
Agreement; 
 “Mortgage” means the first preferred or, as the case may be, priority ship mortgage on the Ship in the Agreed
Form; 
 “Negotiation Period” has the meaning given in Clause 5.10; 

“Notifying Lender” has the meaning given in Clause 21.2, Clause 23.1 or Clause 24.1 as the context requires; 

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in
accordance with legislation of the European Union relating to Economic and Monetary Union; 
 “Party” means a party to a
Finance Document; 
 “Payment Currency” has the meaning given in Clause 21.6; 

“Permitted Security Interests” means: 

  
 13 














	 	(a)	 Security Interests created by the Finance Documents; 



 

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



  

	 	(c)	 liens for salvage; 


  

	 	(d)	 liens arising by operation of law for not more than one month’s prepaid hire under any charter in relation
to the Ship not prohibited by this Agreement; 


  

	 	(e)	 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 operation, repair or maintenance of the Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Borrower in good faith
by appropriate steps) and subject, in the case of liens for repair or maintenance, to in paragraph (d) of Clause 14.14; 


  

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


  

	 	(g)	 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. 



“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




  
 14 














	 	(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 paragraph (b) of Clause 8.5; 

“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 Relevant 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 Hamburg Commercial Bank AG, the head office of any other bank which is a Lender at the relevant time (unless such Lender has advised the Agent in writing that it does not wish to be a Reference Bank) and any of their respective
successors; 
 “Relevant Interbank Market” means the London interbank market; 

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or
any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board; 

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

“Replacement Benchmark” means a benchmark rate which is: 

 

	 	(a)	 formally designated, nominated or recommended as the replacement for a Screen Rate by: 



 

	 	(i)	 the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate
measures is the same as that measured by that Screen Rate); or 


  

	 	(ii)	 any Relevant Nominating Body, 



and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the “Replacement
Benchmark” will be the replacement under paragraph (ii) above; 
  

	 	(b)	 in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any
relevant domestic syndicated loan markets as the appropriate successor to that Screen Rate; or 



  
 15 














	 	(c)	 in the opinion of the Majority Lenders and the Borrower, an appropriate successor to a Screen Rate;



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

“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
name of the Borrower with the Account Bank designated “Lefkada Shipping Corporation—Retention Account”, or any other account (with that or another office of the Account Bank) which replaces this account and is designated by the Agent
as the Retention Account for the purposes of this Agreement; 
 “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 Borrower; 
 “Screen Rate Replacement Event” means, in
relation to a Screen Rate: 
  

	 	(a)	 the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority
Lenders and the Borrower, materially changed; 


  

	 	(b)	 


  

	 	(i)	 


  

	 	(A)	 the administrator of that Screen Rate or its supervisor publicly announces that such administrator is
insolvent; or 


  

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



provided that, in each case, at that time, there is no successor administrator to continue to provide that Screen Rate; 

 

	 	(ii)	 the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that
Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate; 


  

	 	(iii)	 the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or
will be permanently or indefinitely discontinued; or 



  
 16 














	 	(iv)	 the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used;
or 


  

	 	(v)	 in the opinion of the Majority Lenders and the Borrower, that Screen Rate is otherwise no longer appropriate
for the purposes of calculating interest under this Agreement; 


 “Second Deed of Covenant” means the
second priority deed of covenant collateral to the Second Mortgage; 
 “Second Mortgage” means the second preferred, or as
the case may be, priority ship mortgage on the Ship in the Agreed Form; 
 “Secured Liabilities” means all liabilities which
the Borrower, the 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 Cover Ratio” means, at any relevant time, the aggregate of (i) the Market Value of the Ship, (ii) the net
realisable value of any additional security provided at that time under Clause 15 and (iii) any balance on the Minimum Liquidity Account pertaining to the Additional Minimum Liquidity, at that time expressed as a percentage of the Loan; 

“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; 



“Security Party” means the Corporate Guarantor, the Shareholder and any other person (except a Creditor Party or the Approved
Manager) 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”; 

“Security Period” means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies
the Borrower, the Security Parties and the other Creditor Parties that: 
  

	 	(a)	 all amounts which have become due for payment by the Borrower, the Approved Manager 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 the Borrower, the Approved Manager nor any Security Party has any future or contingent liability under
Clauses 20, 21 or 22 or any other provision of this Agreement or another Finance Document; and 



  
 17 














	 	(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 the Borrower, the Approved Manager or a Security Party 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; 



“Security Trustee” means Hamburg Commercial Bank 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; 

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

“Shareholder” means Aegean Sea Maritime Holdings Inc., a corporation incorporated and existing under the laws of the Republic
of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, the Marshall Islands MH96960; 

“Shares Security Deed” means, in respect of all the issued shares in the Borrower, a pledge of such shares executed or to be
executed by the Shareholder in favour of the Security Trustee in the Agreed Form; 
 “Ship” shall have the meaning given to
this term in Schedule 8; 
 “Specified Time” means 11.00 a.m. London time; 

“Total Loss” means: 
  

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



 

	 	(b)	 any expropriation, confiscation, requisition or acquisition of the Ship, whether for full or part
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 one month from the date of such occurrence redelivered to the full control of the Borrower excluding a requisition for hire for a fixed period not exceeding 90 days without any right to an extension;



  

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



  

	 	(d)	 any arrest, capture, seizure, confiscation or detention of the Ship (including any hijacking or theft) unless
it is within the Relevant Period redelivered to the full control of the Borrower; 


 “Relevant Period”
means: 
  

	 	(i)	 in the case of any arrest, capture, seizure, confiscation or detention of the Ship (including any hijacking or
theft), other than piracy, 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 the 90-day period referred to in (i) above that the Ship is subject to an approved piracy insurance cover, the earlier of 270 days after the date on which the Ship is captured by pirates and the date on which the
piracy insurance cover expires; 



  
 18 













 “Total Loss Date” means: 

 

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


  

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



  

	 	(i)	 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 with the Ship’s
insurers in which the insurers agree to treat the 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 Documents” means any Assignable Charters and, in the singular, means any of them; 

“US” means the United States of America; 

“US GAAP” means generally accepted accounting principles as from time to time in effect in the US; and 

“US Tax Obligor” means: 
  

	 	(a)	 the Borrower which is resident for tax purposes in the US; or 



 

	 	(b)	 the Borrower or a Security Party some or all whose payments under the Finance Documents are from sources within
the US for US federal income tax purposes. 


  

	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; 

  
 19 













 “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; 
 “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 the proportion of claims for general average, salvage and salvage charges not recoverable
under the hull and machinery policies in respect of the 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 all insurances effected, or which the Borrower is obliged to effect in respect of the
Ship, 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; 

  
 20 













 “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 in them of clause 1 of the Institute Time Clauses (Hulls) (1/10/82) or clause 8 of the Institute Time Clauses (Hulls) (1/11/1995) 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, intergovernmental or supranational body, agency (monetary or otherwise), department, central bank, regulatory, self-regulatory or other authority or organisation; 

“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)(1/11/95) 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. 

  
 21 














	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. 



 

	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 Borrower a senior secured term loan facility of up
to the lesser of (A) $31,800,000 and (B) 60 per cent. of the Initial Market Value of the Ship, in one advance, for the purpose stated in the preamble to this Agreement (for the avoidance of doubt, on the date of the Amending and Restating
Agreement there is no further Commitment available by the Lenders as the Borrower has drawn the available amount). 
  

	2.2	 Lenders’ participations in Loan 



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

	2.3	 Purpose of Loan 



The Borrower undertakes with each Creditor Party to use the Loan 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 Borrower to it under this Agreement without joining
the Agent, the Security Trustee or any other Lender as additional parties in the proceedings. 

  
 22 














	3.3	 Proceedings requiring Majority Lender consent 



Except as provided in Clause 3.2, no Lender may commence proceedings against the Borrower, the Approved Manager 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)	 the Borrower, the Approved Manager, any Security Party or 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. 
  

	4	 DRAWDOWN 


  

	4.1	 Request for the Loan 



Subject to the following conditions, the Borrower may request the Loan to be borrowed by ensuring that the Agent receives the completed
Drawdown Notice not later than 11.00 a.m. (Hamburg time) three Business Days prior to the relevant Drawdown Date. 
  

	4.2	 Availability 



The conditions referred to in Clause 4.1 are that: 
  

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



 

	(b)	 the Loan shall not exceed the Maximum Loan Amount; 



 

	(c)	 any undrawn portion of the Total Commitments in respect of the Loan, upon the determination of the Initial
Market Value of the Ship, shall be automatically cancelled as at the Drawdown Date; and 


  

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



 

	4.3	 Notification to Lenders of receipt of the Drawdown Notice 



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

 

	(a)	 the amount of the Loan and the Drawdown Date; 



 

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



 

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



  
 23 














	4.4	 Drawdown Notice irrevocable 



The Drawdown Notice must be signed by a duly authorised signatory of the Borrower; and once served, the Drawdown Notice cannot be revoked
without the prior consent of the Agent, acting on the authority of the Lenders. 
  

	4.5	 Lenders to make available Contributions 



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

	4.6	 Disbursement of Loan 



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

	(a)	 to the account which the Borrower specifies in the Drawdown Notice; and 



 

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



The payment by the Agent under this Clause 4.6 shall constitute the making of the Loan and the Borrower shall at that time become indebted, as
principal and direct obligor, to each Lender in an amount equal to that Lender’s participation in the Loan. 
  

	5	 INTEREST 


  

	5.1	 Payment of normal interest 



Subject to the provisions of this Agreement, interest on the Loan in respect of each Interest Period shall be paid by the Borrower 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 the Loan in respect of an Interest Period shall be the aggregate of
(i) the applicable Margin, (ii) the Mandatory Cost (if any), (iii) LIBOR for that Interest Period and (iv) if a Lender (the “Applicable Lender”) notifies the Agent at least 5 Business Days before the start of that
Interest Period that its Cost of Funding exceeds LIBOR (including the amount of such excess) on the Quotation Date for that Interest Period, additionally in respect of that Applicable Lender’s Contribution in the Loan, the Correction Rate
applicable to the Applicable Lender for that Interest Period. 
  

	5.3	 Payment of accrued interest 



In the case of an Interest Period of longer than three months (subject to the prior agreement of the Agent in accordance with paragraph
(b) of Clause 6.2), accrued interest shall be paid every three 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 Borrower and each Lender of: 
  

	(a)	 each rate of interest; and 



  
 24 














	(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 the
other Reference Bank(s) but if two or more of the Reference Banks fail (or, if at any time there is only one Reference Bank, that Reference Bank fails) to provide 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, it is not possible to calculate an Interpolated Screen Rate for that
Interest Period and two or more of the Reference Banks do not (or, if at any time there is only one Reference Bank, that Reference Bank does not), before 1.00 p.m. (London time) on the Quotation Date for an Interest Period, provide a quotation to
the Agent in order to fix LIBOR; or 


  

	(b)	 at least three Business Days 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 Relevant Interbank Market 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 Borrower 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 the Loan is borrowed: 

 

	(a)	 In a case falling within paragraph (a) of Clause 5.7, the Lender’s obligation to make the Loan
available; and 


  

	(b)	 In a case falling within paragraph (b) of Clause 5.7, the Affected Lender’s obligation to participate
in the Loan, 


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

 

	5.10	 Negotiation of alternative rate of interest 



 

	(a)	 If the Agent’s notice under Clause 5.8 is served after the Loan is borrowed, the Borrower, the Agent, the
Lenders (subject to Clause 27.5) 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. 



  
 25 














	(b)	 During the Negotiation Period the Agent shall, with the agreement of each Lender or (as the case may be) the
Affected Lender, set an interest period and interest rate representing the Cost of Funding of the Lenders or (as the case may be) the Affected Lender in Dollars, in each case as determined by the relevant Lender, or in any available currency of
their or its Contribution plus the applicable Margin and the Mandatory Cost (if any). 


  

	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 procedure provided for in paragraph (b) of Clause 5.10 shall be repeated at the end of the interest period set by the Agent pursuant to that Clause. 

 

	5.13	 Notice of prepayment 



If the Borrower does not agree with an interest rate set by the Agent under Clause 5.12, the Borrower may give the Agent not less than 5
Business Days’ notice of their intention to prepay the Loan at the end of the interest period set by the Agent. 
  

	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 Borrower’s 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 Borrower 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 applicable 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 shall commence on the Drawdown Date and each subsequent Interest Period shall commence on the expiry of the preceding
Interest Period. 

  
 26 














	6.2	 Duration of normal Interest Periods 



Subject to Clauses 6.3 and 6.4, each Interest Period shall be: 
  

	(a)	 3 or 6 months; or 


  

	(b)	 such other period (as proposed by the Borrower to the Agent not later than 11:00 a.m. (Hamburg time) 5 Business
Days before the commencement of the Interest Period) as the Agent may, with the authorisation of the Majority Lenders, agree with the Borrower (failing which the Interest Period shall be three months). 



 

	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 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 Borrower has proposed and the Lenders have agreed an Interest Period longer than three 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 Relevant Interbank Market when the Interest Period commences, the Interest Period shall be of three months. 
  

	7	 DEFAULT INTEREST 



 

	7.1	 Payment of default interest on overdue amounts 



The Borrower shall pay interest in accordance with the following provisions of this Clause 7 on any amount payable by the Borrower 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 4 per cent. above: 
  

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


  

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




  
 27 














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


  

	 	(i)	 LIBOR; or 


  

	 	(ii)	 if the Agent (after consultation with the Reference Banks) determines that Dollar deposits for any such period
are not being made available to any Reference Bank by leading banks in the Relevant 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 Borrower 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 (b) of Clause 7.3; but this shall not be taken to imply that the Borrower is liable to pay such interest only with effect from the date of the Agent’s notification. 

 

	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 be compounded every 6 months and
shall be payable on demand. 
  

	8	 REPAYMENT AND PREPAYMENT 



 

	8.1	 Amount of Instalments 



The Borrower (a) have repaid such amount of principal of the Loan so that as at the Effective Date the remaining outstanding amount of the
Loan is $28,416,000 and (b) shall repay such outstanding amount by (i) 16 equal consecutive quarterly instalments, each in the amount of $846,000 (each an “Instalment” and, together, the “Instalments”) and
(ii) a balloon instalment in the amount of $14,880,000 (the “Balloon Instalment”). 

  
 28 














	8.2	 Repayment Dates 



The first Instalment shall be repaid on 18 January 2021, each subsequent Instalment shall be repaid at three-monthly intervals thereafter
and the last Instalment, shall be repaid together with the Balloon Instalment, on the Final Repayment Date. 
  

	8.3	 Final Repayment Date 



On the Final Repayment Date, the Borrower 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 Borrower may prepay the whole or any part of the Loan on the last day of an Interest Period or on such
other date agreed between the Borrower and the Agent. 
  

	8.5	 Conditions for voluntary prepayment 



The conditions referred to in Clause 8.4 are that: 
  

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


  

	(b)	 the Agent has received from the Borrower at least 3 Business Days’ prior irrevocable written notice (each,
a “Prepayment Notice”) specifying the amount to be prepaid and the date on which the prepayment is to be made; 


  

	(c)	 the Borrower has provided evidence satisfactory to the Agent that any consent required by the Borrower or any
Security Party in connection with the prepayment has been obtained and remains in force, and that any regulation relevant to this Agreement which affects the Borrower or any Security Party has been complied with; and 



 

	(d)	 the Borrower is in compliance with Clause 8.10 on or prior to the date of prepayment. 



 

	8.6	 Optional facility cancellation 



The Borrower shall be entitled, upon giving to the Agent not less than 5 Business Days’ prior written notice, to cancel, in whole or in
part, and, if in part, by an aggregate amount not less than $500,000 or a higher multiple thereof (or such other amount acceptable to the Agent in its sole discretion), the undrawn balance of the Total Commitments (the “Cancellation
Notice”) which notice shall be irrevocable. 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. 
  

	8.7	 Cancellation Notice or Prepayment Notice 



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

  
 29 














	8.8	 Mandatory prepayment 



The Borrower shall be obliged to prepay the Loan if the Ship: 
  

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



  

	(b)	 becomes a Total Loss, on the earlier of the date falling 90 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. 


  

	8.9	 Effect of Prepayment Notice and Cancellation Notice 



Neither a Prepayment Notice nor a Cancellation Notice may 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 that Prepayment Notice shall become due and payable
by the Borrower on the date for prepayment specified in that Prepayment Notice; and 


  

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


  

	8.10	 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 21.2 but without premium or penalty. 
  

	8.11	 Application of partial prepayment or cancellation 



Each partial prepayment: 
  

	(a)	 if made pursuant to Clauses 8.4, shall be applied in order of maturity against the Instalments and the Balloon
Instalment; and 


  

	(b)	 if made pursuant to Clauses 5.13, 15.2, 19.2, 23.3 or 24.6, shall be applied pro rata against the Instalments
and the Balloon Instalment. 


  

	8.12	 No reborrowing 



No amount prepaid or cancelled may be (re)borrowed. 
  

	9	 CONDITIONS PRECEDENT 



 

	9.1	 Documents, fees and no default 



Each Lender’s obligation to contribute to the Loan is subject to the following conditions precedent: 

 

	(a)	 that, on or before the date of this Agreement, the Agent receives the documents described in Part A of Schedule
3 in form and substance satisfactory to the Agent and its lawyers; 



  
 30 














	(b)	 that, on or before the Drawdown Date but prior to the borrowing of the Loan, the Agent receives;



  

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


  

	 	(ii)	 payment in full of the structuring fee payable pursuant to paragraph (a) of Clause 20.1 and of any
commitment fee payable pursuant to paragraph (b) of Clause 20.1; and 


  

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



  

	 	(iv)	 save for any documents and conditions that the Agent agrees, in its absolute sole discretion, at the
Borrower’s request to receive after any prepositioning of funds but before the release of the Loan; 


  

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



 

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



  

	 	(ii)	 the representations and warranties in Clause 10 and those of the Borrower, the Approved Manager or any Security
Party 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; and 



 

	(d)	 that, if the Security Cover Ratio were applied immediately following the borrowing of the Loan, the Borrower
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 Borrower prior to the Drawdown Date. 



 

	9.2	 Waiver of conditions precedent 



If the Majority Lenders, at their discretion, permit the Loan to be borrowed before certain of the conditions referred to in Clause 9.1 are
satisfied, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the 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 



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

  
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	10.2	 Status 



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

 

	10.3	 Share capital and ownership 



The Borrower has an authorised share capital of 500 registered shares with par value of $1 each, all of which shares have been issued and fully
paid, and the legal title and beneficial ownership of all those shares is held, free of any Security Interest or other claim, by the Shareholder. 
  

	10.4	 Corporate power 



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

 

	(a)	 to execute the Underlying Documents to which it is a party and to maintain the Ship in its ownership under the
applicable Approved Flag; 


  

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



 

	(c)	 to borrow under this Agreement and to make all the payments contemplated by, and to comply with, those Finance
Documents to which the Borrower 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 to which the Borrower is a party, does 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 the Borrower’s legal, valid and binding obligations enforceable against the Borrower in
accordance with their respective terms (having the requisite corporate benefit which is legally and economically sufficient); and 


  

	(b)	 create legal, valid and binding Security Interests (having the priority specified in the relevant Finance
Document) 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. 

 

	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 the Borrower is a
party: 
  

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



  
 32 














	(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 the Borrower, the Approved Manager and each other Security Party of each Finance Document and each Underlying Document to
which it is a party, and the borrowing by the Borrower of the Loan (or any part thereof), and its compliance with each Finance Document and each Underlying Document to which it is a party: 

 

	(a)	 will not involve or lead to a contravention of: 



 

	 	(i)	 any law or regulation; or 



 

	 	(ii)	 the constitutional documents of the Borrower, the Approved Manager or other Security Party; or



  

	 	(iii)	 any contractual or other obligation or restriction which is binding on the Borrower, the Approved Manager or
other Security Party or any of its assets, and 


  

	(b)	 will not have a Material Adverse Effect; and 



 

	(c)	 is for the corporate benefit of the Borrower or each other Security Party. 



 

	10.9	 No withholding taxes 



All payments which the 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 Borrower, the Approved Manager or any Security Party 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 are true, correct and not
misleading and present fairly and accurately the financial position of the Borrower, the Corporate Guarantor or the Group (as the case may be); and there has been no change in the financial position or state of affairs of the Borrower, the Corporate
Guarantor or the Group (or any member thereof) 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 the Borrower, the Approved Manager or any Security Party (including action relating to any alleged
or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to the Borrower’s knowledge, is likely to be commenced or taken which would, in either case, be likely to have a Material Adverse Effect. 

  
 33 














	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)	 each of the copies 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 the party to
that Underlying Document, waived any of their respective rights thereunder. 


  

	10.14	 Compliance with certain undertakings 



At the date of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.4, 11.9, 11.13, 13, 14.3 and 14.10 and none of the events
listed in paragraph (g) of Clause 19.1 has occurred in respect of either the Borrower or any Security Party. 
  

	10.15	 Taxes paid 



The Borrower has paid all taxes applicable to, or imposed on or in relation to the Borrower, its business or the Ship. 

 

	10.16	 ISM Code and ISPS Code compliance 



All requirements of the ISM Code and the ISPS Code as they relate to the Borrower, the Approved Manager and the Ship have been complied with.

  

	10.17	 No Money laundering 



The Borrower: 
  

	(a)	 will not, and will procure that neither the Approved Manager nor any Security Party, 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 2015/849/EC of the European Parliament and of the Council of the European Communities) and comparable United States Federal and state laws. The 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. 


 The 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. 

The Agent shall promptly notify the Lenders of any written notice it receives under this Clause 10.17. 

  
 34 














	10.18	 No immunity 



Neither the 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). 
  

	10.19	 Choice of law 



The choice of the laws of England to govern this Agreement and those other Finance Documents which are expressed to be governed by the laws of
England, the laws of Germany to govern the Account Pledges and the laws of the applicable Approved Flag State to govern the Mortgage and the Second Mortgage, constitutes a valid choice of law and the submission by the Borrower or, as the case may
be, the relevant Security Parties thereunder to the non-exclusive jurisdiction of the Courts of England and, in the case of the Account Pledges, Germany or, in the case of the Mortgage and the Second Mortgage,
the applicable Approved Flag State is a valid submission and does not contravene the laws of England or, in the case of the Account Pledges, Germany or, in the case of the Mortgage and the Second Mortgage, the applicable Approved Flag State or the
laws of any other Pertinent Jurisdiction, will be applied by the courts of any Pertinent Jurisdiction if this 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 Mortgage and the Second Mortgage, the applicable Approved Flag State. 
  

	10.20	 Pari passu ranking 



The obligations of the Borrower and each Security Party (save for the Shareholder) 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. 

 

	10.21	 Repetition 



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

 

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



 

	(b)	 on the Drawdown Date; and 



 

	(c)	 with the exception of Clauses 10.9 and 10.14, on the first day of each Interest Period and on the date of any
Compliance Certificate issued pursuant to Clause 11.20, 


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

	11	 GENERAL UNDERTAKINGS 



 

	11.1	 General 



The 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, acting with the authorisation of the Majority Lenders, may otherwise permit in writing. 

  
 35 














	11.2	 Title and negative pledge 



The Borrower will: 
  

	(a)	 hold the legal title to, and own the entire beneficial interest in its 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; and



  

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


  

	11.3	 No disposal of assets 



Subject to Clause 8.8, the Borrower will not 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; 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 the Ship. 

 

	11.4	 No other liabilities or obligations to be incurred 



The Borrower will not enter into any other investments, any sale and leaseback agreements, or any
off-balance sheet transaction not incur any other liability or obligation (including, without limitation, any Financial Indebtedness or any 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 Indenture 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. 


  

	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 the Borrower under or in connection with any Finance Document will be true, correct and not misleading and will not omit any material fact or consideration. 
  

	11.6	 Provision of financial statements 



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

	(a)	 as soon as possible, but in no event later than 180 days after the end of each Financial Year of the Corporate
Guarantor, the consolidated audited annual financial statements of the Corporate Guarantor for that Financial Year (commencing, in each case, with the financial statements for the Financial Year ending on 31 December 2019);




  
 36 














	(b)	 as soon as possible, but in no event later than 90 days after the end of the
6-month period ending on 30 June in each Financial Year of the Corporate Guarantor, the consolidated semi-annual unaudited financial statements of the Corporate Guarantor, in each case, for that 6-month period (commencing with the financial statements for the 6-month period ending on 30 June 2020), duly certified as to their correctness by an officer of the
Corporate Guarantor; and 


  

	(c)	 promptly after each request by the Agent, such further financial or other information in respect of the
Borrower, the Ship, the Corporate Guarantor, the other Security Parties and the Group (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 in accordance with all applicable laws and US GAAP and, in the case of any audited financial
statements, be certified by an independent and reputable auditor having requisite experience selected and appointed by the relevant Security Party; 


  

	(b)	 fairly represent the financial condition of the Borrower, the Corporate Guarantor and the Group at the date of
those accounts and of their profit for the period to which those accounts relate; and 


  

	(c)	 fully disclose or provide for all significant liabilities of the Borrower, the Corporate Guarantor and the
Group and each of its/their subsidiaries. 


  

	11.8	 Shareholder and creditor notices 



The Borrower will send the Agent copies of any relevant press releases and, promptly upon its request, copies of all communications which are
despatched to the Borrower’s shareholders or creditors or any class of them. 
  

	11.9	 Consents 



The 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 the Borrower to perform its obligations under any Finance Document or any Underlying Document to which it
is a party; 


  

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



  

	(c)	 for the Borrower to continue to own and operate the Ship, 



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

	11.10	 Maintenance of Security Interests 



The Borrower will: 
  

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



  
 37 














	(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 



The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, the Ship, the Earnings or the
Insurances, any Security Party or the Approved Manager, as soon as such action is instituted or it becomes apparent to the 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 the Borrower shall procure that all reasonable measures are taken to defend any such legal or administrative action. 
  

	11.12	 No amendment to Underlying Documents 



The Borrower will not waive or fail to enforce, the Underlying Documents to which it is a party or any of its provisions and shall promptly
notify the Agent of any amendment or supplement to any Underlying Document. 
  

	11.13	 Principal place of business 



The Borrower will maintain its place of business, and keep its corporate documents and records, at the address stated in paragraph (a) of
Clause 28.2; and the Borrower will not 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 



The Borrower will, within two Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by an
officer of the 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 the Loan has not been borrowed) Commitments exceeding 10 per cent. of the Total Commitments; and this Clause 11.14 does not
affect the Borrower’s obligations under Clause 11.15. 
  

	11.15	 Notification of default 



The Borrower will notify the Agent as soon as the Borrower becomes aware of: 

 

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



  
 38 














	(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. 
  

	11.16	 Provision of further information 



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

	(a)	 to the Borrower, the Ship, the Earnings or the Insurances; 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 



The Borrower will supply the Agent with a sufficient number of copies of the documents referred to above to provide one copy for each Creditor
Party; and if the Agent so requires in respect of any of those documents, the Borrower will provide a certified English translation prepared by a translator approved by the Agent. 

 

	11.18	 “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 composition of the shareholders of the Borrower or any Security Party 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 Borrower 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. 

 

	11.19	 Minimum Liquidity and Additional Minimum Liquidity 



The Borrower shall maintain in the Minimum Liquidity Account credit balances in an aggregate amount as specified in Schedule 8 (Additional
Provisions). 

  
 39 














	11.20	 Compliance Certificate 



 

	(a)	 The Borrower shall supply to the Agent, together with each set of financial statements delivered pursuant to
paragraphs 11.6(a) and 11.6(b) of Clause 11.6, a Compliance Certificate (commencing with the financial statements of the Corporate Guarantor to be provided for the period ending on 31 December 2020). 



 

	(b)	 Each Compliance Certificate shall be duly signed by the chief financial officer of the Corporate Guarantor,
evidencing (inter alia) the Borrower’s compliance (or not, as the case may be) with the provisions of Clause 11.19 and Clause 15.1 


  

	12	 CORPORATE UNDERTAKINGS 



 

	12.1	 General 



The 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, acting with the authorisation of the Majority Lenders, may otherwise permit in writing (such permission not to be unreasonably withheld in respect of Clause 12.3(g)). 

 

	12.2	 Maintenance of status 



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

  

	12.3	 Negative undertakings 



The Borrower will not: 
  

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


  

	(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 the payment of a dividend or the making of any other form of distribution; 



 

	(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 Borrower 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, the Account
Bank and the Security Trustee for the purposes of the Finance Documents; 



  
 40 














	(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 short term debt obligations or Treasury bills issued by the
US, the UK or a Participating Member State 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, acquisition,
divesture, split-up or any form of reconstruction or reorganisation; or 


  

	(h)	 change its Financial Year. 



 

	12.4	 Corporate Guarantor’s Subsidiaries 



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

	13	 INSURANCE 


  

	13.1	 General 



The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 13 at all times during the
Security Period except as the Agent, acting with the authorisation of the Majority Lenders, may otherwise permit in writing (such permission not to be unreasonably withheld in respect of a change relating to the class or classification society under
Clause 13.11(b)). 
  

	13.2	 Maintenance of obligatory insurances 



The Borrower shall keep the Ship insured at the expense of the Borrower against: 

 

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



 

	(b)	 war risks (including, without limitation, protection and indemnity war risks with a separate limit not less
than hull value of the Ship); 


  

	(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 the Borrower. 



 

	13.3	 Terms of obligatory insurances 



The Borrower shall effect such insurances in such amounts in such currency and upon such terms and conditions (including, without limitation,
any LSW 1189 or, in the opinion of the Security Trustee, comparable mortgage clause) as shall from time to time be approved in writing by the Security Trustee in its sole discretion, but in any event as follows: 

  
 41 














	(a)	 in Dollars; 


  

	(b)	 in the case of fire and usual marine risks and war risks, on an agreed value basis in an amount equal to at
least the higher of (i) an amount which is equal to 120 per cent. of the aggregate of (A) the Loan 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 the 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 the Ship; and 


  

	(h)	 through approved brokers and with approved insurance companies and/or underwriters which 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) 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 Clubs. 



 

	13.4	 Further protections for the Creditor Parties 



In addition to the terms set out in Clause 13.3, the 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; 



  
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	(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 the 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 the 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 only be effective against the Security Trustee 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. 



 

	13.5	 Renewal of obligatory insurances 



The 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 the 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. 



  
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	13.6	 Copies of policies; letters of undertaking 



The 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 the 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 under such
obligatory insurances any premiums or other amounts due to them or any other person whether in respect of the 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 the Ship
forthwith upon being so requested by the Security Trustee. 


  

	13.7	 Copies of certificates of entry; letters of undertaking 



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

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



 

	(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 the 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 the Borrower in accordance with the requirements of such protection 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 the Ship (if applicable). 



 

	13.8	 Deposit of original policies 



The Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the approved brokers through
which the insurances are effected or renewed. 

  
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	13.9	 Payment of premiums 



The 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 



The 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	 Compliance with terms of insurances 



The Borrower shall not do nor 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 paragraph (c) of Clause 13.6) 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 approved by the underwriters of the obligatory insurances; 


  

	(c)	 make (and promptly supply copies to the Agent) of all quarterly or other voyage declarations which may be
required by the protection and indemnity risks association in which the 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 the 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. 



 

	13.12	 Alteration to terms of insurances 



The 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. 
  

	13.13	 Settlement of claims 



The 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. 

  
 45 














	13.14	 Provision of copies of communications 



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

 

	(a)	 the approved brokers; 



 

	(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)	 the 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 the Borrower and any of the persons referred to in paragraphs (a), (b) or
(c) relating wholly or partly to the effecting or maintenance of the obligatory insurances. 


  

	13.15	 Provision of information and further undertakings 



In addition, the 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 13.16 or dealing with or
considering any matters relating to any such insurances, 


 and the 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 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 only with the Agent’s prior written consent, 



and the 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). 
  

	13.16	 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: 

  
 46 














	(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 the aggregate of (i) 120 per cent. of the Loan and (ii) the principal amount secured by any equal or prior ranking Security Interest on the Ship) which directly or
indirectly result from loss of or damage to the Ship or a liability of the Ship or of the Borrower, 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 the Borrower, of any operator, charterer, manager or sub-manager of the Ship or of any officer, employee or agent of the 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 the Borrower,
any other person referred to in paragraph (i) above, or of any officer, employee or agent of the Borrower or of such a person, including the casting away or damaging of the 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 the Ship, the imposition of any Security Interest over the 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 (i) 110 per cent. of the Loan and (ii) the principal amount
secured by any equal or prior ranking Security Interest on the Ship, 


 and the Borrower 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. 
  

	13.17	 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 Borrower, the Ship and its Insurances (including, without
limitation, changes in the availability or the cost of insurance coverage or the risks to which the Borrower may be subject) and the Borrower 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. 
  

	13.18	 Modification of insurance requirements 



The Security Trustee shall notify the Borrower of any proposed modification under Clause 13.17 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 Borrower as an amendment to this Clause 13 and shall bind the Borrower accordingly.


  
 47 














	13.19	 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 the 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 implements any amendments to the terms of the obligatory insurances and any operational
changes required as a result of a notice served under Clause 13.18. 
  

	14	 SHIP COVENANTS 



 

	14.1	 General 



The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 14 at all times during the
Security Period except as the Agent, acting with the authorisation of the Majority Lenders, may otherwise permit in writing (such permission not to be unreasonably withheld in respect of a change of an Approved Flag under Clause 14.2). 

 

	14.2	 Ship’s name and registration 



The Borrower shall keep the Ship 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 the Ship. 
  

	14.3	 Repair and classification 



The Borrower shall, and shall procure that the Approved Manager shall, keep the Ship 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 applicable
Approved Flag State or to vessels trading to any jurisdiction to which the 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 the 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. 
  

	14.4	 Classification society undertaking 



The Borrower shall instruct the classification society referred to in Clause 14.3 (and procure that the classification society undertakes with
the Security Trustee) in relation to the Ship: 

  
 48 














	(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; 


  

	(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 the 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 the Borrower or any person that the 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 the Ship’s class under the rules or terms and conditions of the Borrower’s or the Ship’s membership of the classification society; 



 

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



 

	 	(i)	 to confirm that the 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 the 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	 Hazardous materials and sustainable dismantling 



 

	(a)	 The Borrower shall, from 1 January 2021 and at all times thereafter, carry on board of the Ship the
inventory of hazardous materials required by the relevant Approved Classification Society on board of the Ship. 


  

	(b)	 The Borrower shall ensure that in the event the Ship is permanently put out of service, it is dismantled at, or
sold for dismantling only to buyers that undertake to dismantle the Ship at, a ship yard complying with such standards as are required by the Hong Kong International Convention for the safe and environmentally sound recycling of ships of 15 May
2009 or by the regulation (EG) no 1013/2006 of the European Parliament and of the Council of 14 June 2006 on shipments of waste. 


  

	14.6	 Modification 



The Borrower shall not make any modification or repairs to, or replacement of, the Ship 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. 

  
 49 














	14.7	 Removal of parts 



The Borrower shall not remove any material part of the Ship, or any item of equipment installed on the 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 the Ship the property of the Borrower and subject to the security constituted by the relevant Mortgage and Second Mortgage Provided that the Borrower may install equipment owned by a third party if the equipment can be
removed without any risk of damage to the Ship. 
  

	14.8	 Surveys 



The Borrower shall submit the Ship 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. 
  

	14.9	 Inspection 



The Borrower shall permit the Security Trustee (by surveyors or other persons appointed by it for that purpose) to board the Ship 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 Borrower’s expense (which if no Event of Default has occurred and is
continuing shall be limited to once in each calendar year). 
  

	14.10	 Prevention of and release from arrest 



The 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, the Earnings or the Insurances; 


  

	(b)	 all taxes, dues and other amounts charged in respect of the Ship, the Earnings or the Insurances; and



  

	(c)	 all other outgoings whatsoever in respect of the Ship, the Earnings or the Insurances, 



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

	14.11	 Compliance with laws etc. 



The 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, its ownership, operation and management or to the business of the Borrower; 


  

	(b)	 not employ the Ship 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 the
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 the Borrower has (at its expense) effected any
special, additional or modified insurance cover which the Security Trustee may require. 



  
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	14.12	 Provision of information 



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

 

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



 

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



 

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


  

	(d)	 any towages and salvages; and 



 

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


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

	14.13	 Notification of certain events 



The Borrower shall: 
  

	(a)	 before entering into: 



 

	 	(i)	 any demise charter for any period in respect of the Ship; or 



 

	 	(ii)	 any other Assignable Charter, 



notify the Agent and provide copies of any draft charter relating to the Ship and, if applicable, any draft charter guarantee and the Borrower
shall be entitled to enter into such charter without the consent of the Creditor Parties Provided that: 
  

	 	(A)	 that Borrower executes in favour of the Security Trustee a specific assignment of all its rights, title and
interest in and to such charter and any charter guarantee in the Agreed Form of a Charterparty Assignment; 


  

	 	(B)	 the charterer and any charter guarantor receive a notice (1) of the specific assignment of such charter
and charter guarantee and (2) that the Mortgage and the Second Mortgage have been registered prior to the entry into such charter; 


  

	 	(C)	 in the case where such charter is a demise charter the charterer undertakes to the Security Trustee (1) to
comply with all of the Borrower’s undertakings with regard to the employment, insurances, operation, repairs and maintenance of the Ship contained in this Agreement, the Deed of Covenant, the Second Deed of Covenant and the General Assignment
and (2) to provide an assignment of its interest in the insurances of the Ship in the Agreed Form; 



  
 51 














	 	(D)	 the Borrower provides certified true and complete copies of the charter relating to the Ship and of any current
charter guarantee, if any, promptly after its execution; 


  

	 	(E)	 the Agent’s receipt of a copy of the charter and its failure or neglect to act, delay or acquiescence in
connection with the Borrower’s entering into such charter shall not in any way constitute an acceptance by the Agent of whether or not the Earnings under the charter are sufficient to meet the debt service requirements under this Agreement nor
shall it in any way affect the Agent’s or the Security Trustee’s entitlement to exercise its rights under the Finance Documents pursuant to Clause 19 upon the occurrence of an Event of Default arising as a result of an act or omission of
the charterer; and 


  

	 	(F)	 the Borrower delivers to the Agent such other documents equivalent to those referred to at paragraphs 2, 3, 4,
5, 7, 8 and 9 of Schedule 3, Part A as the Agent may require; and 


  

	(b)	 immediately notify the Security Trustee by letter, of: 



 

	 	(i)	 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 the Borrower to any Earnings; 


  

	 	(ii)	 its entry into any time or consecutive voyage charter in respect of the Ship for a term which exceeds, or which
by virtue of any optional extensions may exceed, 12 months; 


  

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



 

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


  

	 	(v)	 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; 


  

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


  

	 	(vii)	 any unscheduled dry docking of the Ship; 



 

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


  

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


  

	 	(x)	 its intention to de-activate or lay up the Ship; or




  
 52 














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


  

	14.14	 Restrictions on chartering, appointment of managers etc. 



The Borrower shall not, in relation to the Ship: 
  

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


  

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



  

	(c)	 appoint a manager of the Ship other than the Approved Manager; or 



 

	(d)	 put the 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 the Ship or its Earnings
for the cost of such work or for any other reason. 


  

	14.15	 Notice of Mortgage 



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

	14.16	 Sharing of Earnings 



The Borrower shall not enter into any agreement or arrangement for the sharing of any Earnings (other than (i) any profit sharing
agreement with a charterer which takes effect above an agreed minimum charter hire rate payable to the Borrower under a charter to which the Borrower is a party and (ii) any pool agreement, in either case, on bona fide arm’s length terms).

  

	14.17	 ISPS Code 



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

 

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


  

	(b)	 maintain for the Ship an ISSC; and 



 

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



  
 53 














	15	 SECURITY COVER 



 

	15.1	 Minimum required security cover 



Clause 15.2 applies if the Agent notifies the Borrower that the Security Cover Ratio is below 135 per cent. 

 

	15.2	 Prepayment; provision of additional security 



If the Agent serves a notice on the Borrower under Clause 15.1, the Borrower 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 (the “Prepayment Date”) unless at least five calendar days before the Prepayment Date the Borrower
has 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 Ship 



The Market Value of the Ship: 
  

	(a)	 for the purposes of the Initial Market Value, is that shown in one valuation addressed to the Agent issued by
one Approved Broker to be nominated and appointed by the Agent. If the Borrower does not agree with such valuation, the Borrower can nominate another Approved Broker to provide a second valuation addressed to the Agent and appointed by the Agent, in
which case the Initial Market Value is that shown by taking the arithmetic average of such two valuations. If the difference between these two valuations is greater than 15 per cent. paragraph (c) of this Clause 15.3 shall be applicable;
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 Borrower and addressed to the Agent (the “First Valuation”) unless the Agent obtains a second valuation issued by an Approved Broker nominated and appointed by the Agent (the “Second
Valuation”) in which case the Market Value of the Ship at the relevant date is that shown: 


  

	 	(i)	 if the difference between the First Valuation and the Second Valuation is less than, or equal to, 10 per
cent., by the First Valuation; and 


  

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


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

	 	(A)	 as at a date not more than 30 days previously; 



 

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



  
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	 	(C)	 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; and 


  

	(c)	 if the difference between 2 valuations in respect of the Ship obtained at any 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 arithmetic 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 Borrower 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 Borrower fails 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 Borrower’s obligations under Clauses 20.2, 20.3 and 21.3, the Borrower 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 



The Borrower shall provide the Agent with a valuation of the Ship, 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 paragraphs (a) and (b) of Clause 11.6 for the period ending on the dates referred to above in respect of which the Market Value of the Ship will be determined and the Agent may,
otherwise, request valuations to determine the Borrower’s compliance under Clause 15.1 not less than twice during each 12-month period during the Security Period. 

  
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	16	 PAYMENTS AND CALCULATIONS 



 

	16.1	 Currency and method of payments 



All payments to be made by the Lenders or by the 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; 



 

	(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 the Borrower to the Agent or any Lender, to the
account of the Agent at J.P. Morgan Chase Bank (SWIFT Code CHASUS33) (Account No. 001 1331 808 in favour of Hamburg Commercial Bank AG, SWIFT Code HSHNDEHH; Reference “Lefkada Shipping Corporation”) or to such other account with such
other bank as the Agent may from time to time notify to the Borrower 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 Borrower and the other Creditor Parties. 


  

	16.2	 Payment on non-Business Day 



If any payment by the 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 or, 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 five Business Days previously; and 



  
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	(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. 
  

	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 the
Borrower or any Lender any sum which the Agent is expecting to receive for remittance or distribution to the 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 the Borrower or a Lender, without first having received that sum, the 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 Borrower and each Security Party under the Finance Documents
and all payments in respect of those amounts made by the Borrower and any Security Party. 
  

	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 Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party. 

  
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	16.11	 Accounts prima facie evidence 



If any accounts maintained under Clauses 16.9 and 16.10 show an amount to be owing by the Borrower or a Security Party 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: 


  

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


  

	 	(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; and 



 

	(b)	 SECONDLY: in retention of an amount equal to any amount not then due and payable under any Finance Document but
which the Agent, by notice to the Borrower, 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 paragraph (a) of Clause 17.1; and 


  

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



  

	17.2	 Application by any covered bond Lender 



If and to the extent that any Lender includes the Loan and/or a Mortgage in its covered bond register, any enforcement proceeds recovered under
the Finance Documents and attributable to it under the relevant Finance Document shall, notwithstanding the provisions of paragraph (a) of Clause 17.1, be applied by it first to the part of the Loan that corresponds to that Lender’s
Contribution registered in its covered bond register and thereafter in the following order: 
  

	(a)	 firstly, in or towards satisfaction of the amounts set out under paragraph (a)(i) of Clause 17.1;



  

	(b)	 secondly, in or towards satisfaction of the amounts set out under paragraph (a)(ii) of Clause 17.1; and



  

	(c)	 thirdly, in or towards satisfaction of any part of the Loan that corresponds to any unregistered part of that
Lender’s contribution. 



  
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	17.3	 Variation of order of application 



The Agent may, with the authorisation of the Majority Lenders, by notice to the Borrower, the Security Parties and the other Creditor Parties
provide for a different manner of application from that set out in Clause 17.1 (but not, for the avoidance of doubt, that set out in Clause 17.2) either as regards a specified sum or sums or as regards sums in a specified category or categories.

  

	17.4	 Notice of variation of order of application 



The Agent may give notices under Clause 17.3 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. 
  

	17.5	 Appropriation rights overridden 



This Clause 17 and any notice which the Agent gives under Clause 17.3 shall override any right of appropriation possessed, and any
appropriation made, by the Borrower or any Security Party. 
  

	18	 APPLICATION OF EARNINGS 



 

	18.1	 Payment of Earnings 



The Borrower undertakes with each Creditor Party that, throughout the Security Period (and subject only to the provisions of the General
Assignment): 
  

	(a)	 it shall not maintain any other bank accounts, except for: 



 

	 	(i)	 the Accounts, which shall be held with the Account Bank; and 



 

	 	(ii)	 any accounts existing as at the date of this Agreement, which shall be closed within 45 days from the date of
this Agreement; 


  

	(b)	 it shall ensure that all Earnings of the Ship are paid to the Earnings Account; and 



 

	(c)	 the Minimum Liquidity and the Additional Minimum Liquidity amounts required pursuant to Clause 11.19 shall be
maintained in the Minimum Liquidity Account. 


  

	18.2	 Monthly retentions 



The Borrower undertakes with each Creditor Party to ensure that, on and from the date falling one month after the Drawdown Date and at monthly
intervals thereafter during the Security Period, there are transferred in respect of Loan drawn on the Drawdown Date to the Retention Account out of the Earnings received in the Earnings Account during the preceding month: 

 

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


  

	(b)	 the relevant fraction of the aggregate amount of interest on the Loan which is payable on the next due date for
payment of interest under this Agreement, 



  
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	(c)	 and the Borrower irrevocably authorises the Agent to make those transfers (in its sole discretion and without
any obligation) if the Borrower fails to do so. 


 The “relevant fraction”, in relation to paragraph (b),
is a fraction of which the numerator is 1 and the denominator the number of months comprised in the then current Interest Period (or if the current Interest Period in respect of the Loan 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 the Loan or the last due date for payment of interest to the next due date for payment of interest in respect of the Loan under this
Agreement). 
  

	18.3	 Shortfall in Earnings 



If the aggregate Earnings received in the Earnings Account are insufficient at any time for the required amount to be transferred to the
Retention Account under Clause 18.2, the Borrower shall immediately pay the amount of the insufficiency into the Retention Account. 
  

	18.4	 Application of retentions 



 

	(a)	 Until an Event of Default or a Potential Event of Default occurs, the Agent shall, to the extent there are
sufficient funds standing to the credit of the Retention Account, 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: 


  

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



 

	(c)	 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 under Clause 18.5 shall be credited to the relevant Account and may be released to the Borrower pursuant to Clause 18.10.

  

	18.7	 Location of Accounts 



The Borrower shall promptly: 
  

	(a)	 comply with any requirement of the Agent as to the location or
re-location of the Accounts (or any 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. 



  
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	18.8	 Debits for fees, expenses etc. 



The Agent shall be entitled (but not obliged) from time to time to debit the Earnings Account without prior notice in order to discharge any
amount due and payable under Clauses 20 or 21 to a Creditor Party or payment of which any Creditor Party has become entitled to demand under Clauses 20 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 Borrower to make payments of principal and interest on the due dates; or



  

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



  

	18.10	 Restriction on withdrawal 



During the Security Period no sum may be withdrawn by the Borrower from the Minimum Liquidity Account or the Retention Account (other than
interest pursuant to Clause 18.6, provided that no Event of Default or Potential Event of Default has occurred which is continuing), without the prior written consent of the Agent. 

The Borrower may, in any calendar month, after having transferred and/or after having taken into account all amounts due or which will become
due to be transferred to the Retention Account in such calendar month in accordance with Clause 18.2, withdraw any surplus (a “Surplus”) from the Earnings Account as it may think fit for purposes permitted by this Agreement and the
other Finance Documents Provided always no Event of Default or Potential Event of Default has occurred which is continuing in which case any Surplus shall remain on the Earnings Account and the Borrower may only withdraw the Surplus (or any
part thereof) with the prior written consent of the Agent (acting upon the instructions of the Majority Lenders) in order to satisfy the documented and properly incurred operating expenses of the Ship. 

 

	19	 EVENTS OF DEFAULT 



 

	19.1	 Events of Default 



An Event of Default occurs if: 
  

	(a)	 the Borrower or any Security Party fails to pay when due or (if so payable) on demand any sum payable under a
Finance Document or under any document relating to a Finance Document unless: 


  

	 	(i)	 its failure to pay is caused by administrative or technical error or a Disruption Event; and



  

	 	(ii)	 payment is made within three Business Days; or 



 

	(b)	 any breach occurs of Clause 9.2, 11.2, 11.3, 11.18, 11.19, 12.2, 12.3 or 15.2; or 



  
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	(c)	 any breach by the Borrower, the Approved Manager 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 30 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 Documents) any material breach by the
Borrower, the Approved Manager 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, the Borrower, the Approved
Manager or a Security Party in a Finance Document or in the 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 have been set aside for its payment if such proceedings fail; or 



 

	 	(ii)	 any Financial Indebtedness of a Relevant Person which in the case of any Relevant Person other than the
Borrower exceeds $15,000,000 (or the equivalent in any other currency in aggregate), 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 the Borrower exceeds $15,000,000 (or the equivalent in any other
currency in aggregate) 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 the Borrower exceeds an amount of $15,000,000 (or the equivalent in any other currency in aggregate), becomes enforceable; or 


  

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



 

	 	(i)	 a Relevant Person becomes, in the reasonable opinion of the Majority Lenders, 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 the Borrower exceeds $15,000,000 (or the equivalent in any other currency in aggregate), and such execution, attachment, arrest, sequestration, distress or
freezing order is not withdrawn within thirty (30) Business Days; or 



  
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	 	(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 or officers 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 shareholders, directors or officers 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
the Borrower or the Corporate Guarantor or the Shareholder 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 three months after the
commencement of the winding up; or 


  

	 	(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 or officers 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 



  
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	 	(x)	 any meeting of the shareholders 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 shareholders, 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 Pertinent Jurisdiction 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)	 the Borrower 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 impossible: 



 

	 	(i)	 for the Borrower, the Approved Manager or any 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 or 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 the Borrower to own, operate or charter the Ship or to enable the
Borrower, the Approved Manager or any Security Party to comply with any provision which the Majority Lenders reasonably consider material of a Finance Document or any 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 the Borrower, the Approved Manager or, as the case may be, that Security Party; or 



 

	(k)	 it appears to the Majority Lenders that, without their prior consent, a Change of Control has occurred; or



  

	(l)	 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 


  

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



  

	(n)	 the Borrower, the Approved Manager or any Security Party or any other person (other than a Creditor Party)
repudiates any of the Finance Documents to which the Borrower, the Approved Manager or that Security Party or person is a party or evidences an intention to do so; or 



 

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




  
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	 	(i)	 a change in the financial position, state of affairs or prospects of the Borrower, the Corporate Guarantor or
any other Security Party; or 


  

	 	(ii)	 the commencement of legal or administrative action involving the Borrower, the Ship, the Approved Manager or
any Security Party; or 


  

	 	(iii)	 the withdrawal of any material license or governmental or regulatory approval in respect of the Ship, the
Borrower, the Approved Manager or the Borrower’s or Approved Manager’s business (unless such withdrawal can be contested with the effect of suspension and is in fact so contested in good faith by the Borrower or the Approved Manager),



 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: 



 

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


  

	 	(ii)	 serve on the Borrower 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 paragraph (a)(i) of Clause 19.2, the Commitments and all other obligations of each Lender to the Borrower
under this Agreement shall be cancelled. 
  

	19.4	 Acceleration of Loan 



On the service of a notice under paragraph (a)(ii) of Clause 19.2, 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 Borrower 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.


  
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	19.5	 Multiple notices; action without notice 



The Agent may serve notices under paragraphs (a)(i) and (a)(ii) of Clauses 19.2 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, the Approved Manager and each Security Party a copy or the text of any notice which
the Agent serves on the Borrower under Clause 19.2; but the notice shall become effective when it is served on the Borrower, 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 the Borrower, the Approved Manager or any Security Party with any form of claim or defence. 
  

	19.7	 Creditor Party 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 the Borrower or a Security Party:

  

	(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 the Borrower or any Security Party; and for the purposes of Clause 19.1(f) it,
also, means any member of the Group. 
  

	19.10	 Interpretation 



In paragraph (f) of Clause 19.1 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 paragraph (g) of Clause 19.1 “petition” includes an application. 

  
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	20	 FEES AND EXPENSES 



 

	20.1	 Structuring and commitment fees 



The Borrower shall pay to the Agent: 
  

	(a)	 a non-refundable structuring fee in the amount of $318,000
(representing 1 per cent. of the Total Commitments) which shall be due and payable to the Agent (for its own account) on the earliest of (i) the Drawdown Date, (ii) the last day of the Availability Period and (iii) the date of
cancellation of the Total Commitment; and 


  

	(b)	 a non-refundable commitment fee, at the rate of 1.00 per cent. per
annum on the undrawn or uncancelled amount of the Total Commitments, payable quarterly in arrears for distribution among the Lenders pro rata to their Commitments, during the period from (and including) 18 September 2019 (being the date of
acceptance of the firm offer) to the earlier of (i) the Drawdown Date and (ii) the last day of the Availability Period (and on the last day of such period). 



 

	20.2	 Costs of negotiation, preparation etc. 



The Borrower shall pay to the Agent on its demand the amount of all legal and other 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 Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Creditor Party concerned, the amount of all legal and
other 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 Borrower and relating to a Finance Document or any other Pertinent Document; 


  

	(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 Borrower under or in connection with a Finance Document or any other Pertinent Document; 



 

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


  

	(d)	 any step taken by the Creditor Party 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; or 



 

	(e)	 any amendment or supplement (or any proposal for such an amendment or supplement) in connection with a Finance
Document or any other Pertinent Document required as contemplated in Clause 27.5. 



  
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 There shall be recoverable under paragraph (d) the full amount of all legal expenses,
whether or not 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 Borrower 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 Borrower to pay such a tax. 
  

	20.5	 Certification of amounts 



A notice which is signed by two 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 Borrower 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)	 The Loan not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by
the Lender claiming the indemnity after the 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 Borrower 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 Borrower on the amount concerned under Clause 7) including but not limited to any costs and expenses of enforcing any Security Interests created by
the Finance Documents and any claims, liabilities and losses which may be brought against, or incurred by, a Creditor Party when enforcing any Security Interests created by the Finance Documents; 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 and a FATCA Deduction) 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 Borrower of a notice it receives from a Notifying Lender under this Clause
21.2; 


  

	(b)	 the Borrower shall, within five 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 Borrower, 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 Borrower. 



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 accordance with Clause 5 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 Relevant 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) (i) a loss of a
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 and (ii) any applicable legal fees. 
  

	21.4	 Miscellaneous indemnities 



The Borrower 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. 
  

	21.5	 Environmental Indemnity 



Without prejudice to the generality of Clause 21.4, this Clause 21.5 covers any claims, demands, proceedings, liabilities, taxes, losses,
liabilities or expenses of every kind which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code or the ISPS Code, any Environmental Law. 

 

	21.6	 Currency indemnity 



If any sum due from the 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 the 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 Borrower shall as an independent obligation, within three 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. 
 The 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. 

  
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 If any Creditor Party receives any Sum in a currency other than the Contractual Currency,
the Borrower 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. 

This Clause 21.6 creates a separate liability of the 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 two 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 Borrower 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 the Borrower under a Finance Document 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 the Borrower is required by law to make.



  

	22.2	 Grossing-up for taxes 



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

	(a)	 the 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)	 the 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. 



  
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	22.3	 Indemnity and evidence of payment of taxes 



The Borrower 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 Borrower 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 Borrower 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. 

 

	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: 
  

	 	(a)	 tax on a Creditor Party’s overall net income; and 



 

	 	(b)	 a FATCA Deduction. 


  

	22.5	 FATCA Information 



 

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


  

	 	(i)	 confirm to that other Party whether it is: 



 

	 	(A)	 a FATCA Exempt Party; or 



 

	 	(B)	 not a FATCA Exempt Party; and 



 

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


  

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


  

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



 

	(c)	 Paragraph (a) above shall not oblige any Creditor Party to do anything and
sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of: 



 

	 	(i)	 any law or regulation; 



 

	 	(ii)	 any fiduciary duty; or 



 

	 	(iii)	 any duty of confidentiality. 



 

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




  
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	(e)	 If a Lender knows or has reason to know that the Borrower is a US Tax Obligor, or where the Agent reasonably
believes that its obligations under FATCA require it, each Lender shall, within ten Business Days of: 


  

	 	(i)	 where the Lender knows or has reason to know that the Borrower is a US Tax Obligor and the relevant Lender is a
Party as at the date of this Agreement, the date of this Agreement; 


  

	 	(ii)	 where the Lender knows or has reason to know that the Borrower is a US Tax Obligor and the relevant Lender
became a Party after the date of this Agreement, the date on which the relevant Transfer Certificate became effective; or 


  

	 	(iii)	 the date of a request from the Agent, 



supply to the Agent: 
  

	 	(iv)	 a withholding certificate on US Internal Revenue Service Form W-8 or
Form W-9 (or any successor form) (as applicable); or 


  

	 	(v)	 any withholding statement and other documentation, authorisations and waivers as the Agent may require to
certify or establish the status of such Lender under FATCA. 


 The Agent shall provide any withholding certificate,
withholding statement, documentation, authorisations and waivers it receives from a Lender pursuant to this paragraph (e) to the Borrower, to the extent required for compliance with FATCA or any other law or regulation, and shall be entitled to
rely on any such withholding certificate, withholding statement, documentation, authorisations and waivers provided without further verification. The Agent shall not be liable for any action taken by it under or in connection with this paragraph
(e). 
  

	(f)	 Each Lender agrees that if any withholding certificate, withholding statement, documentation, authorisations
and waivers provided to the Agent pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, it shall promptly update such withholding certificate, withholding statement, documentation, authorisations and waivers or
promptly notify the Agent in writing of its legal inability to do so. The Agent shall provide any such updated withholding certificate, withholding statement, documentation, authorisations and waivers to the Borrower, to the extent required for
compliance with FATCA or any other law or regulation. The Agent shall not be liable for any action taken by it under or in connection with this paragraph (f). 



 

	22.6	 FATCA Deduction 



 

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



  

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



  
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	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 Borrower, 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 Borrower 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 Borrower shall prepay the Notifying Lender’s Contribution on the last day of the then
current Interest Period in accordance with Clauses 8.10 and 8.11. 
  

	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 the 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 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




  
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	(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),



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

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 Borrower of claim for increased costs 



The Agent shall promptly notify the Borrower 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 Borrower shall pay to the Agent, within 5 Business Days after the Agent’s demand, for the account of the Notifying Lender the amounts
which the Agent from time to time notifies the Borrower 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 Borrower is not willing to continue to compensate the Notifying Lender for the increased cost under Clause 24.4, the Borrower 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 Borrower’s 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 Borrower shall prepay (without premium or
penalty) the Notifying Lender’s Contribution, together with accrued interest thereon at the applicable rate plus the applicable 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 Borrower but with prior notice to the Agent: 

 

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

	26	 TRANSFERS AND CHANGES IN LENDING OFFICES 



 

	26.1	 Transfer by Borrower 



The Borrower may not 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 at any time, without the consent of the Borrower or any
Security Party, but after consultation with the Borrower, 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 other bank or financial institution or to a trust, fund or other entity, provided such other entity is regularly engaged in, or established for the purpose of, making, purchasing or investing in loans, securities or other financial assets (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 Borrower, the Security Parties, the Security Trustee and
each of the other Lenders; 


  

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



  
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	(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. 
  

	26.5	 No transfer without Transfer Certificate 



Except as provided in Clause 26.18, no assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on,
or effective in relation to, the 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 



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 successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender only upon receipt by the Agent of a notice to
this effect and evidence that all rights and obligations have automatically and by operation of law vested in the successor by virtue of the merger, de-merger or other reorganisation, without the need for the
execution and delivery of a Transfer Certificate; the Agent shall in that event inform the Borrower and the Security Trustee accordingly. 
  

	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 Borrower 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 the Borrower or any Security Party against
the Transferor Lender had not existed; 



  
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	(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. 


 The rights and equities of the 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 Borrower during normal banking hours, subject to receiving at least three 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 Borrower, the Security Trustee and each Lender irrevocably authorises the Agent to sign Transfer Certificates on its behalf. The Borrower
and each Security Party irrevocably agree to the transfer procedures set out in this Clause 26 and to the extent the cooperation of the Borrower and/or any Security Party shall be required to effect any such transfer, the Borrower 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 Borrower or such Security Party. 
  

	26.11	 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 Borrower’s prior consent and without serving a notice thereon; the Lenders may assign without the Borrower’s prior consent but after consultation
with the Borrower, 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. 

  
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	26.12	 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. 
  

	26.13	 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 Borrower 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 Borrower, the Corporate Guarantor or any other 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 in relation to the Loan, the Borrower, the Corporate Guarantor and any
other 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. 
 This permission is given for the purposes of giving relief from banking secrecy and confidentiality requirements. It is
not intended as and is no declaration of consent in accordance with the DS_GVO (DS-GVO refers to Datenschutz-Grundverordnung, the German term for General Data Protection Regulation) (EU Regulation 2016/679,
General Data Protection Regulation). 
 In the event any such potential Transferee Lender,
sup-participant, rating agency, trustee or accountant is not already bound by any legal obligation of secrecy or banking confidentiality, the Lender concerned may only give, disclose or reveal such information
as the Corporate Guarantor is entitled to disclose by rules and regulations of the SEC and the New York Stock Exchange applicable to the Corporate Guarantor and shall require such other party to sign a confidentiality agreement. The Borrower shall,
and shall procure that the Corporate Guarantor and 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 the Borrower, the Corporate Guarantor or any other 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 Borrower reasonably in advance) to the
Borrower, the Corporate Guarantor or that Security Party; and 


  

	(c)	 permit any Transferee Lender to board the Ship at all reasonable times and locations to inspect its condition
in accordance with Clause 14.9. 



  
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	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 rules and regulations of the SEC and the New York Stock Exchange applicable to
Corporate Guarantor. 
  

	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 Borrower 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,
the 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 


  

	(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 the 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 a 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 Borrower, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the Borrower, 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. 

  
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	26.20	 Securitisation 



The Borrower shall, and the Borrower shall procure that each Security Party will, assist the Agent and/or any Lender in achieving a successful
securitisation (or similar transaction) in respect of the Loan and the Finance Documents and such Security Party’s reasonable costs for providing such assistance shall be met by the relevant Lender. 

 

	26.21	 No additional costs 



If a Transferor Lender assigns or transfers any of its rights or obligations under the Finance Documents and as a result of circumstances
existing at the date the assignment or transfer occurs, the Borrower or a Security Party would be obliged to make a payment to the Transferee Lender under Clause 22.2 or under that clause as incorporated by reference or in full in any other Finance
Document, then the Transferee Lender is only entitled to receive payment under that clause to the same extent as the Transferor Lender would have been if the assignment or transfer had not occurred. 

 

	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 Borrower and any such amendment or waiver will be binding on all Creditor Parties and the Borrower. 


  

	(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 applicable 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; 



 

	 	(vi)	 Clause 3 (Position of the Lenders), Clause 11.5 (Information provided to be accurate), Clause
11.6 (Provision of financial statements), Clause 11.7 (Form of financial statements), Clause 11.6 (Provision of further information), Clause 26 (Transfers and Changes in Lending Offices) or this Clause 27.2;




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


  

	 	(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; or 



 

	 	(x)	 a change in Clauses 16.4 (Distribution of payment to Creditor Parties) or 22
(Grossing-up), 


 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 Mandated Lead Arranger or
the Security Trustee may not be effected without the consent of the Agent, the Mandated Lead 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 the Borrower, the Approved Manager or a Security Party of an obligation under a 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 and which requires the approval of all the Lenders
or the Majority Lenders (as the case may be), other than an amendment or supplement (or any proposal for such an amendment or supplement) in connection with a Finance Document or any other Pertinent Document required as contemplated in Clause 27.5,
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. 

  
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	27.5	 Replacement of Screen Rate 



 

	(a)	 Subject to paragraph (b) of Clause 27.2, if a Screen Rate Replacement Event has occurred in relation to
the Screen Rate for dollars, any amendment or waiver which relates to: 


  

	 	(i)	 providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of
that Screen Rate; and 


  

	 	(ii)	 


  

	 	(A)	 aligning any provision of any Finance Document to the use of that Replacement Benchmark; 



 

	 	(B)	 enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including,
without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement); 


  

	 	(C)	 implementing market conventions applicable to that Replacement Benchmark; 



 

	 	(D)	 providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or



  

	 	(E)	 adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic
value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the
adjustment shall be determined on the basis of that designation, nomination or recommendation), 


 may be made with the
consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrower. 
  

	(b)	 If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above
within 5 Business Days (or such longer time period in relation to any request which the Borrower and the Agent may agree) of that request being made: 


  

	 	(i)	 its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining
whether any relevant percentage of Total Commitments has been obtained to approve that request; and 


  

	 	(ii)	 its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any
specified group of Lenders has been obtained to approve that request. 



  
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	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. 
  

	28.2	 Addresses for communications 



A notice by letter or fax shall be sent: 
  

	(a)	 to the Borrower: 



c/o Navios Tankers Management Inc. 

85 Akti Miaouli 
 Piraeus 185 38

 Greece 
 Fax No: +30 210 417
2070 
 for the attention of: Vassiliki Papaefthymiou 
  

	(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: 



for general matters: 
 Hamburg
Commercial Bank AG 
 BU Asset Based Finance/Shipping 

Gerhart-Hauptmann-Platz 50 
 20095
Hamburg 
 Germany 
 Fax No: +30
210 429 5323 
 Attn: Mr. Loukas Lagaras/Mr Solon Merikas 

for credit administrative matters: 

Hamburg Commercial Bank AG 
 BU
Business Operations 
 Loan & Collateral Operations 

Gerhart-Hauptmann-Platz 50 
 20095
Hamburg 
 Germany 

  
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 Fax No: +49 40 3333 34167, 

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
Borrower, 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, two 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 one 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. 
  

	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 from the Agent or the other Creditor Parties made by electronic means will be sent unsecured and without electronic
signature, however, the Borrower may request the Agent and the other Creditor Parties at any time in writing to change the method of electronic communication from unsecured to secured electronic mail communication. 

  
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 The Borrower hereby acknowledges and accepts the risks associated with the use of unsecured
electronic mail communication including, without limitation, risk of delay, loss of data, confidentiality breach, forgery, falsification and malicious software. The Agent and the other Creditor Parties shall not be liable in any way for any loss or
damage or any other disadvantage suffered by the Borrower resulting from such unsecured electronic mail communication. 
 If the Borrower or
any other Security Party wish to cease all electronic communication, they shall give written notice to the Agent and the other Creditor Parties accordingly after receipt of which notice the Parties shall cease all electronic communication. 

For as long as electronic communication is an accepted form of communication, the Parties shall: 

 

	(a)	 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 


  

	(b)	 notify each other of any change to their respective addresses or any other such information supplied to them;
and 


 in case electronic communication is sent to recipients with the domain <domain with ending>, the parties shall
without undue delay inform each other if there are changes to the said domain or if electronic communication shall thereafter be sent to individual e-mail addresses. 

 

	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	 SUPPLEMENTAL 


  


	29.1	 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. 


  

	29.2	 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. 
  

	29.3	 Counterparts 



A Finance Document may be executed in any number of counterparts. 

  
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	29.4	 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. 
  

	29.5	 Benefit and binding effect 



The terms of this Agreement shall be binding upon, and shall enure to the benefit of, the Parties and their respective (including subsequent)
successors and permitted assigns and transferees. 
  

	30	 LAW AND JURISDICTION 



 

	30.1	 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. 
  

	30.2	 Exclusive English jurisdiction 



Subject to Clause 30.3, the courts of England shall have exclusive jurisdiction to settle any Dispute. 

 

	30.3	 Choice of forum for the exclusive benefit of the Creditor Parties 



Clause 30.2 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. 


 The Borrower shall not commence any proceedings in
any country other than England in relation to a Dispute. 
  

	30.4	 Process agent 



The Borrower irrevocably appoints Hill Dickinson LLP at their office for the time being, presently at The Broadgate Tower, 20 Primrose Street,
London EC2A 2EW, 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. 

 

	30.5	 Creditor Party rights unaffected 



Nothing in this Clause 30 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. 

 

	30.6	 Meaning of “proceedings” and “Dispute” 



In this Clause 30, “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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