Exhibit 4.85

   

  

  
    Private & confidential

    

    

    

    

    

    

    Dated:  11th July,
            2018

    

    

    ALPHA BANK A.E.

        (as Lender)

    - and -

    PCH DREAMING INC.

        (as Borrower)

    

    

    
      

      

    

    
      	
               

            	
               

            	
               

            
	 	 	 


    

    LOAN AGREEMENT

        for a loan facility of up to US $10,140,000 

    

    
      
        	

              	
                 

              	
                 

              
	 	 	 


      

    

    

    

    

    

    

    

    

    

    

    

    Theo V. Sioufas & Co.

        Law Offices

        Piraeus

    

    

    
      
        


    

    TABLE OF CONTENTS

    	
            CLAUSE

          	
            HEADINGS

          	
            PAGE

          
	 	 	 
	
            1

          	
            PURPOSE, DEFINITIONS AND INTERPRETATION 

          	
            1

          
	
            2

          	
            THE ADVANCES 

          	
            22

          
	
            3

          	
            INTEREST AND INTEREST PERIODS 

          	
            25

          
	
            4

          	
            REPAYMENT AND PREPAYMENT 

          	
            28

          
	
            5

          	
            FEES, EXPENSES, VAT, STAMP DUTY ETC 

          	
            32

          
	
            6

          	
            PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS

          	
            34

          
	
            7

          	
            REPRESENTATIONS AND WARRANTIES 

          	
            36

          
	
            S

          	
            UNDERTAKINGS 

          	
            43

          
	
            9

          	
            CONDITIONS 

          	
            52

          
	
            10

          	
            EVENTS OF DEFAULT 

          	
            53

          
	
            11

          	
            INDEMNITIES 

          	
            59

          
	
            12

          	
            UNLAWFULNESS, INCREASED COST AND BAIL-IN 

          	
            64

          
	
            13

          	
            SECURITY, APPLICATION AND SET-OFF 

          	
            67

          
	
            14

          	
            EARNINGS ACCOUNT 

          	
            69

          
	
            15

          	
            ASSIGNMENT, TRANSFER, PARTICIPATION, LENDING OFFICE 

          	 69
	
            16

          	
            MISCELLANEOUS 

          	
            72

          
	
            17

          	
            COMMUNICATIONS 

          	
            75

          
	
            18

          	
            GOVERNING LAW AND JURISDICTION 

          	
            76

          


    

    

    SCHEDULES

    Schedule 1:  Form of Drawdown
        Notice

    Schedule 2:  Documents and
        evidence required as conditions precedent

    Schedule 3:  Form of Insurance
        Letter

    

    

  

  
    
      


  

   THIS AGREEMENT is dated this 11th July, 2018 and made BETWEEN:  

      

     
  
    
      	(1)	
              ALPHA BANK A.E., a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with
                  its head office at 40 Stadiou Street, Athens GR 102 52, Greece, acting, except as otherwise herein provided, through its office at 93 Akti Miaouli, Piraeus, Greece, as lender (hereinafter called the "Lender", which expression shall include its successors in title, Assignees and Transferees); and

            


    

  

  
    
      	(2)	
              PCH DREAMING INC., a company duly incorporated in the
                  Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960, as borrower (hereinafter called the "Borrower" which expression shall include its successors)

            


    

  

  IT IS AGREED as
      follows:

  
    
      	1.	
              PURPOSE, DEFINITIONS AND INTERPRETATION

            


    

  

  
    
      	1.1	
              Amount and Purpose

            


    

  

  This Agreement sets out the terms and conditions upon and subject to which the Lender agrees to make
      available to the Borrower a loan of up to Dollars Ten million one hundred forty thousand Dollars ($10,140,000) representing approximately 74% of the total pre-delivery cost of the Newbuilding Vessel (approximately $13,570,000) by up to four (4)
      Advances, to be used to finance on a pre-delivery basis part of the Contract Price of the Newbuilding Vessel, as follows:

  
    
      	

            	(a)	
              an Advance in the amount of up to Dollars One million six hundred ninety thousand ($1,690,000) to be made available to the Borrower subject to receipt of the
                  original Refund Guarantee by the Lender, in payment of the third instalment of the Contract Price due in July, 2018;

            


    

  

  
    
      	

            	(b)	
              an Advance in the amount of up to Dollars One million six hundred ninety thousand ($1,690,000) to be made available to the Borrower in payment of the fourth instalment of the Contract Price due in October, 2018;

            


    

  

  
    
      	

            	(c)	
              an Advance in the amount of up to Dollars Three million three hundred eighty thousand ($3,380,000) to be made available to the Borrower in payment of the fifth and sixth instalments of the Contract Price, both due
                  in January, 2019; and

            


    

  

  
    
      	

            	(d)	
              an Advance in the amount of up to Dollars Three million three hundred eighty thousand ($3,380,000) to be made available to the Borrower in payment of the seventh instalment of the Contract Price due in February, 2019.

            


    

  

  
    
      	1.2	
              Definitions

            


    

  

  Subject to Clause 1.3 (Interpretation), in this Agreement (unless otherwise defined in the relevant Finance Document and unless the context otherwise requires) and the other Finance Documents each term or expression defined in the
      recital of the parties

  

  

  
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  and in this Clause shall have the meaning given to it in the recital of the parties and in this Clause:

  "Advance" means each borrowing of a portion of the Commitment by the Borrower or (as the context may require) the principal amount of such borrowing, and "Advances" means any or all of them, as the context may require;

  "Alternative Rate" means a rate agreed between the Lender and the Borrower on the basis of which (instead of LIBOR) the interest rate is determined pursuant to Clause 3.6 (Market disruption - Non Availability);

  "ASFL" means Alpha Shipping Finance Limited, of Wilmington Trust SP Services (London) Limited, Third Floor, 1 King's Arms Yard, London, EC2R 7AF, England, United Kingdom;

  "Assignee" has the meaning ascribed thereto in Clause 15 (Assignment, Transfer,  Participation, Lending Office);

  "Bail-In Action" means the exercise of any Write-down and Conversion Powers;

  "Bail-In Legislation" means:

  
    
      	

            	(a)	
              in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the
                  recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

            


    

  

  
    
      	

            	(b)	
              in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers
                  contained in that law or regulation;

            


    

  

  "Banking Day" means any day (other than Saturday or Sunday) on which banks and foreign exchange markets in New York, London, Piraeus and Athens (or any other relevant place of payment under Clause 6 (Payments and Taxes; Accounts and Calculations)) and in each country or place in or at which an act is required to be done under this Agreement
      in accordance with the usual practice of the Lender, are open for the transaction of business of the nature contemplated in this Agreement;

  "Basel II Accord" means 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;

  "Basel II Approach" means either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel II Accord) adopted by the Lender (or its holding company) for the purposes of
      implementing or complying with the Basel II Accord;

  "Basel II Regulation" means (a) any law or regulation implementing the Basel II

      

  

  
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  Accord or (b) any Basel II Approach adopted by the Lender;

  "Basel III Accord" means:

  
    
      	

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

            


    

  

  
    
      	

            	(b)	
              the rules for global systemically important banks contained in "Global



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

            


    

  

  
    
      	

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

            


    

  

  "Basel III Regulation" means any law or regulation implementing the Basel III Accord save and to the extent that it re-enacts a Basel II Regulation;

  "Borrowed Money" means Financial Indebtedness incurred in respect of (i) money borrowed or raised, (ii) any bond, note, loan stock, debenture or similar instrument, (iii) acceptance of documentary credit facilities, (iv)
      deferred payments for assets or services acquired (excluding trading credit in the normal course of business), (v) rental payments under leases (whether in respect of land, machinery, equipment or otherwise) entered into primarily as a method of
      raising finance or of financing the acquisition of the asset leased, (vi) guarantees, bonds, stand-by letters of credit or other instruments issued in connection with the performance of contracts and (vii) guarantees or other assurances against
      financial loss in respect of Financial Indebtedness of any person falling within any of sub-paragraphs (i) to (vi) above;

  "Borrower" means the Borrower as specified at the beginning of this Agreement and includes its successors in title;

  "Break Costs" means all costs, losses, premiums or penalties incurred by the Lender in the circumstances contemplated by Clause 12.1 (Unlawfulness), or as a result of it receiving any prepayment of all or any part of the Loan (whether pursuant to Clause 4 (Repayment-Prepayment)
      or otherwise), or any other payment under or in relation to the Security Documents on a day other than the due date for payment of the sum in question, and includes (without limitation) any losses or costs incurred in liquidating or re-employing
      deposits from third parties acquired to effect or maintain the Loan, and any liabilities, expenses or losses incurred by the Lender in terminating or reversing, or otherwise in connection with, any interest rate and/or swap, transaction or
      arrangement entered into by the Lender to hedge any exposure arising under this

  

  

  
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  Agreement, or in terminating or reversing, or otherwise in connection with, any open position arising
      under this Agreement;

  "Builder" means, Hyundai Mipo Dockyard Co., Ltd., a corporation duly organised and existing under the laws of the
      Republic of Korea, having its principal office at 100 Bangeojinsunhwan-Doro, Dong-Gu, Ulsan, Korea, and includes its successors in title;

  "Charterparty" means any time or bareboat charterparty or contract of affreightment, agreement or related document in respect of the employment of the Collateral Vessel whether now existing or hereinafter entered into by
      the Owner or any person, firm or company on its behalf for a period of twelve (12) months or more with a charterer, at a daily rate and on terms and conditions reasonably acceptable to the Lender (and shall include any addenda thereto);

  "Charterparty Assignment" means the assignment of any Charterparty, executed or (as the context may require) to be executed by the Collateral Owner in favour of the Lender, in form and substance satisfactory to the Lender
      and endorsed by the relevant charterer in case of occurrence of an Event of Default;

  "Classification" in relation to the Collateral Vessel means the classification referred to in the Collateral Mortgage registered thereon with the Classification Society;

  "Classification Society" in relation to the Collateral Vessel means such classification society which is a member of IACS and which the Lender shall, at the request of the Collateral Owner, have agreed in writing to be
      treated as the Classification Society for the purposes of the Finance Documents;

  "Collateral Manager's Undertaking" means a third priority letter of undertaking and subordination to be executed by each Manager, as commercial or, as the case may be, technical manager of the Collateral Vessel, in favour
      of the Lender, each such Manager's Undertaking to be in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented (together, the "Collateral Managers' Undertakings");

  "Collateral Corporate Guarantee" means a corporate guarantee of the Borrower's liabilities under this Agreement and the Security Documents executed or (as the context may require) to be executed by the Collateral Owner,
      in form and substance as the Lender may approve or require;

  "Collateral General Assignment" means the third priority deed of assignment of the Earnings, Insurances and Requisition Compensation collateral to the Collateral Mortgage executed or (as the context may require) to be
      executed by the Collateral Owner thereof in favour of the Lender, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented;

  "Collateral Mortgage" means the third preferred ship mortgage on the Collateral

  

  

  
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  Vessel executed or (as the context may require) to be executed by the Collateral Owner in favour of the
      Lender in form and substance as the Lender may approve or require;

  "Collateral Owner" means Eco Seven Inc., a company duly incorporated and validly existing under the laws of the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road,
      Ajeltake Island, Majuro, Marshall Islands MH 96960, and includes its successors;

  "Collateral Security Documents" means the Collateral Manager's Undertakings, the Collateral Corporate Guarantee, the Collateral General Assignment and the Collateral Mortgage, and "Collateral Security Document" means any of them, as the context may require;

  "Collateral Vessel" means the oil/chemical tanker "STENAWECO ELEGANCE", of about 29,416 gt and 13,872 nt, built in 2017 in Vietnam by Hyundai Mipo Dockyard Co., Ltd., of Vietnam, and registered under the laws and flag of the Republic of the
      Marshall Islands in the ownership of the Collateral Owner, on which the Collateral Owner may, at the Lender's request, grant security in favour of the Lender in security of the Outstanding Indebtedness, which shall be fully subordinated to the Prior
      Security;

  "Commercial Manager" in relation to the Collateral Vessel means for the time being Central Shipping Monaco, a company duly incorporated under the laws of Monaco and having an office in Monaco at Les Orchidees, 16 Rue R.P. Louis
      Frolla, 98000, Monaco, and/or any other person nominated by the Collateral Owner and acceptable to the Lender, which shall act as the commercial manager of the Collateral Vessel, and includes its successors in title;

  "Commitment" means the amount which the Lender has agreed to lend to the Borrower under Clause 2 (The Commitment and the
          Loan) as reduced by any relevant term of this Agreement;

  "Commitment Letter" means the commitment letter of the Lender dated 5th July, 2018 addressed to the Borrower;

  "Compulsory Acquisition" means requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of the Collateral Vessel by any
      Government Entity or other competent authority, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

  "Contract" in relation to the Newbuilding Vessel means the shipbuilding contract dated 9th January, 2018 made between the Builder, as builder and the Borrower, as buyer, as the same may be amended and supplemented from
      time to time, relating to the construction and sale by the Builder, and the purchase by the Borrower of the Newbuilding Vessel;

  

  

  
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  "Contract Assignment Acknowledgement" means the acknowledgement of notice of the assignment in respect of the Contract to be given by the Builder, substantially in the form scheduled to the Pre-Delivery Security
      Assignment;

  "Contract Price" means the purchase price for the Newbuilding Vessel payable by the Buyer to the Builder in accordance with the Contract, being the sum of Thirty three million eight hundred thousand Dollars ($33,800,000)
      or such other sum as is determined in accordance with the terms and conditions of the Contract;

  "Corporate Guarantees" means, together, the Collateral Corporate Guarantee and the Top Ships Corporate Guarantee and "Corporate Guarantee" means either of them as the context may require;

  "Corporate Guarantors" means, together, the Collateral Owner and Top Ships and "Corporate Guarantor"
      means either of them as the context may require;

  "Default" means any Event of Default or any event which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of the foregoing)
      constitute an Event of Default;

  "Default Rate" means that rate of interest per annum which is determined in accordance with the provisions of Clause 3.4 (Default



          interest);

  "Delivery" means the delivery of the Newbuilding Vessel from the Builder to, and the acceptance of the Newbuilding Vessel by, the Borrower pursuant to the Contract;

  "Delivery Date" means the date upon which Delivery occurs;

  "DOC" means a document of compliance issued to an Operator in accordance with the ISM Code;

  "Dollars" (and the sign "$") means the lawful currency for the time being of the United States of
      America;

  "Drawdown Date" means the date, being a Banking Day, requested by the Borrower for the Loan or any Advance to be made available, or (as the context requires) the date on which the Loan or any Advance is actually made
      available;

  "Drawdown Notice" means a notice substantially in the terms of Schedule 1 (or in any other form which the Lender approves);

  "Drawdown Period" means the period starting on the date of this Agreement and ending on the 30th April, 2019 or such later date as otherwise agreed with the Lender;

  "Earnings" means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Collateral Owner and which arise out of the use or operation of the Collateral Vessel, including (but not
      limited to), including all freight, hire and passage moneys, compensation payable to the Collateral Owner in the event

  

  

  
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  of requisition of the Collateral Vessel for hire, remuneration for salvage and towage services,
      demurrage and detention moneys, contributions of any nature whatsoever in respect of general average, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Collateral Vessel and
      any other earnings whatsoever due or to become due to the Collateral Owner in respect of the Collateral Vessel and all sums recoverable under the Insurances in respect of loss of Earnings and includes, if and whenever the Collateral Vessel is
      employed on terms whereby any and all such moneys as aforesaid are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing agreement which is attributable to the Collateral Vessel;

  "Earnings Account" has the meaning ascribed thereto in Clause 1.2 (Definitions) of the Existing Loan
      Agreement;

  "Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest or other encumbrance of any kind securing any obligation of any person
      or any type of preferential arrangement (including without limitation title transfer and/or retention arrangements having a similar effect) or other encumbrance of any kind securing or any right conferring a priority of payment in respect of any
      obligation of any person;

  "Environmental Affiliate" means any agent or employee of the Collateral Owner or any other Relevant Party or any person having a contractual relationship with the Collateral Owner or any other Relevant Party in connection
      with the Collateral Vessel or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from the Collateral Vessel;

  "Environmental Approval" means any consent, authorisation, licence or approval of any governmental or public body or authorities or courts applicable to any Relevant Ship or her operation or the carriage of cargo thereon
      and/or passengers therein and/or provisions of goods and/or services on or from such Relevant Ship required under any Environmental Law;

  "Environmental Claim" means any and all enforcement, clean-up, removal or other governmental or regulatory actions or orders instituted or completed pursuant to any Environmental Laws or any Environmental Approval
      together with claims made by any third party relating to damage, contribution, loss or injury, resulting from any actual or threatened emission, spill, release or discharge of a Material of Environmental Concern from any Relevant Ship;

  "Environmental Incident" means (i) any release of Material of Environmental Concern from the Collateral Vessel, (ii) any incident in which Material of Environmental Concern is released from a vessel other than the
      Collateral Vessel and which involves collision between the Collateral Vessel and such other vessel or some other incident of navigation or operation, in either case, where the Collateral Vessel, the Collateral Owner or a Manager is/are actually or
      allegedly at fault or otherwise liable (in whole or in part) or (iii) any incident in which Material of Environmental Concern is released

  

  

  
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  from a vessel other than the Collateral Vessel and where the Collateral Vessel is actually or
      potentially liable to be arrested as a result and/or where the Collateral Owner or a Manager is/are actually or allegedly at fault or otherwise liable;

  "Environmental Laws" means all national, international and state laws, rules, regulations, treaties and conventions applicable to any Relevant Ship pertaining to the pollution or protection of human health or the
      environment including, without limitation, the carriage or Materials of Environmental Concern and actual or threatened emissions, spills, releases or discharges of Materials of Environmental Concern and actual or threatened emissions, spills,
      releases or discharges of Materials of Environmental Concern from any Relevant Ship;

  "EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time;

  "Event of Default" means any event or circumstance set out in Clause 10.1 (Events) or described as such in any
      of the Finance Documents;

  "Existing Loan" means the aggregate principal amount borrowed by the Collateral Owner under the Existing Loan Agreement or (as the context may require) the principal amount thereof owing to ASFL, as lender, under the
      Existing Loan Agreement at any relevant time;

  "Existing Loan Agreement" means the loan agreement dated 20th July, 2016 and made between the Collateral Owner, as borrower, and the Lender, as lender, in respect of a secured term loan facility of up to Twenty three
      million three hundred fifty thousand Dollars ($23,350,000), which was assigned to ASFL by an assignment dated 5th October, 2017 made between the Lender, as assignor, and ASFL, as assignee;

  "Expenses" means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Lender) of:

  
    
      	

            	(a)	
              all losses, liabilities, costs, charges, expenses, damages and outgoings of whatever nature, (including, without limitation, Taxes, repair costs, registration
                  fees and insurance premiums, crew wages, repatriation expenses and seamen's pension fund dues) suffered, incurred, charged to or paid by the Lender in connection with the exercise of the powers referred to in or granted by any of the
                  Finance Documents or otherwise payable by the Borrower in accordance with the terms of any of the Finance Documents;

            


    

  

  
    
      	

            	(b)	
              the expenses referred to in Clause 5.2 (Expenses);



                  and

            


    

  

  
    
      	

            	(c)	
              interest on all such losses, liabilities, costs, charges, expenses, damages and outgoings from the date on which the same were suffered, incurred or paid by the
                  Lender until the date of receipt or recovery thereof (whether before or after judgement) at the rate referred to in Clause 3.4 (Default
                      interest) (as

                

            


    

  

  

  

  
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  conclusively certified by the Lender);

  "FATCA" means:

  
    
      	

            	(a)	
              sections 1471 to 1474 of the US Internal Revenue Code of 1986 (the "Code") or any associated regulations or other associated official guidance;

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(c)	
              any agreement pursuant to the implementation of 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 Application Date" means:

  
    
      	

            	(a)	
              in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from
                  sources within the US), 1 January 2014;

            


    

  

  
    
      	

            	(b)	
              in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a
                  type that can produce interest from sources within the US), 1 January 2015; or

            


    

  

  
    
      	

            	(c)	
              in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

            


    

  

  or, in each case, such other date from which such payment may become subject to a deduction or
      withholding required by FATCA as a result of any change in FATCA after the date of this Agreement;

  "FATCA Deduction" means a deduction or withholding from a payment under a Security Document required by FATCA;

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

  "Final Maturity Date" means the earlier of (a) the Delivery Date of the Newbuilding Vessel and (b) 31st May, 2019;

  "Finance Documents" means this Agreement, the Security Documents and any other document designated as such by the Lender and the Borrower;

  "Financial Indebtedness" means, in relation to a person (the "debtor"), a liability of the debtor:

  

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

              


      

    

    
      

    

  

  
    
      

    

  

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

            


    

  

  
    
      	
              

              

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  "Flag State" in relation to the Collateral Vessel means the Republic of the Marshall Islands or such other state or territory proposed in writing by the Borrower to the Lender and approved by the Lender, as being the Flag
      State of the Collateral Vessel for the purposes of the Finance Documents;

  "Government Entity" means and includes (whether having a distinct legal personality or not) any national or local government authority, board, commission, department, division, organ, instrumentality, court or agency and
      any association, organisation or institution of which any of the foregoing is a member or to whose jurisdiction any of the foregoing is subject or in whose activities any of the foregoing is a participant;

  "Governmental Withholdings" means withholdings and any restrictions or conditions resulting in any charge whatsoever imposed, either now or hereafter, by any sovereign state or by any political sub-division or taxing
      authority of any sovereign state;

  "Group" at any relevant time means the Borrower, any corporate shareholder thereof, the Corporate Guarantor and the Collateral Owner, and their respective Subsidiaries (whether direct or indirect) from time to time during
      the Security Period and "member of the Group" shall be construed accordingly;

  "Insurance Letter" in relation to the Collateral Vessel means a letter from the Collateral Owner in the form of Schedule 4 (Form of Insurance Letter);

  "Insurances" means all policies and contracts of insurance (which expression includes, without limitation, all entries of the Collateral Vessel in a protection and indemnity, war risks or other mutual insurance
      association) which are from time to

    

  
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  time in place or taken out or entered into by or for the benefit of the Collateral Owner (whether in
      the sole name of the Collateral Owner or in the joint names of the Collateral Owner and the Lender, however without the Lender being liable for payment of premiums, contributions or calls) in respect of the Collateral Vessel and its Earnings or
      otherwise howsoever in connection with the Collateral Vessel and all benefits of such policies and/or contracts (including all claims of whatsoever nature and return of premiums);

  "Intercreditor Deed" means a deed to be made between (a) ASFL, as senior mortgagee, (b) the Lender, as junior mortgagee and (c) the Collateral Owner, as owner of the Collateral Vessel, whereby ASFL shall agree to consent
      to the execution by the Collateral Owner of and, where applicable, registration in favour of the Lender of (a) the Collateral Corporate Guarantee, (b) the Collateral Mortgage on the Collateral Vessel, (c) the Collateral General Assignment and (d) the
      Collateral Manager's Undertaking;

  "Interest Payment Date" means in respect of the Loan or any part thereof in respect of which a separate Interest Period is fixed, the last day of the relevant Interest Period and in case of any Interest Period which is
      longer of three (3) months each day falling at three (3) months intervals during such longer Interest Period and the last day of such longer Interest Period, provided
          however that if any of the aforesaid dates falls on a day which is not a Banking Day the Borrower shall pay the accrued interest on the first Banking Day thereafter unless the result of such extension would be to carry such Interest
      Payment Date over into another calendar month in which event such Interest Payment Date shall be the immediately preceding Banking Day;

  "Interest Period" means, in relation to the Loan, each period for the calculation of interest in respect of the Loan ascertained in accordance with Clause 3.2 (Selection of Interest Periods) and Clause 3.3 (Determination of Interest Periods);

  "ISM Code" means in relation to its application to the Collateral Owner, the Managers, the Collateral Vessel and her operation:

  
    
      	

            	(a)	
              "The International Management Code for the Safe Operation of
                    Ships and for Pollution Prevention", currently known or referred to as the "ISM Code", adopted by the Assembly of the International Maritime Organisation by Resolution A. 741(18) on 4th November, 1993 and incorporated
                  on 19th May, 1994 into chapter IX of the International Convention for the Safety of Life at Sea 1974 (SOLAS 1974); and

            


    

  

  
    
      	

            	(b)	
              all further resolutions, circulars, codes, guidelines, regulations and recommendations which are now or in the future issued by or on behalf of the
                  International Maritime Organisation or any other entity with responsibility for implementing the ISM Code, including without limitation, the "Guidelines



                    on implementation or administering of the International Safety Management (ISM) Code by Administrations" produced by the International Maritime Organisation pursuant to Resolution A. 788(19) adopted on 25th November,
                  1995;

            


    

  

  

  

  
    11

    
      


  

  

  

  as the same may be amended, supplemented or replaced from time to time;

  "ISM Code Documentation" includes:

  
    
      	

            	(a)	
              the DOC and SMC issued by the Classification Society in all respects acceptable to the Lender in its absolute discretion pursuant to the ISM Code in relation to
                  the Collateral Vessel within the period specified by the ISM Code;

            


    

  

  
    
      	

            	(b)	
              all other documents and data which are relevant to the ISM SMS and its implementation and verification which the Lender may require by request; and

            


    

  

  
    
      	

            	(c)	
              any other documents which are prepared or which are otherwise relevant to establish and maintain the Collateral Vessel's or the Collateral Owner's compliance
                  with the ISM Code which the Lender may require by request;

            


    

  

  "ISM SMS" means the safety management system which is required to be developed, implemented and maintained under the ISM Code;

  "ISPS Code" means the International Ship and Port Security Code of the International Maritime Organization and includes any amendments or extensions thereto and any regulation issued pursuant thereto;

  "ISSC" means an International Ship Security Certificate issued in respect of the Collateral Vessel pursuant to the ISPS Code;

  "LIBOR" means, for an Interest Period:

  
    
      	

            	(a)	
              the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate)
                  equal to the offered quotation for deposits in Dollars for a period equal, or as near as possible equal to, the relevant Interest Period which appears on Thomson Reuters Page LIBOR 01 or Thomson Reuters Page LIBOR 02 (the "Pages") at or about 11.00 a.m. (London time) on the Quotation Day for that Interest Period (and, for the purposes of this Agreement, "Reuters Page LIBOR 01" and "Reuters Page LIBOR 02" mean, respectively, the displays designated as the "Thomson Reuters Page LIBOR 01" and "Thomson Reuters Page
                  LIBOR 02" on the Reuters Money News Service or such other page as may replace the Pages on that service for the purpose of displaying rates comparable to that rate or on such other service as may be nominated by the British Bankers'
                  Association as the information vendor for the purpose of displaying British Bankers' Association Interest Settlement Rates for Dollars) (the "Screen Rate"); or

            


    

  

  
    
      	

            	(b)	
              if:

            


    

  

  
    
      	

            	(A)	
              no rate is quoted on the Pages; or

            


    

  

  

  

  
    12

    
      


  

  

  

  
    
      	

            	(B)	
              no adequate and fair means exist for ascertaining the interest rate for a selected Interest Period; or

            


    

  

  

  

  
    
      	

            	(C)	
              the cost of obtaining matching deposits in the London interbank market would be in excess of the Screen Rate,

            


    

  

  

  

  the provisions of Clause 3.6 (Market disruption - Non Availability) shall apply

  and, if any such rate is below zero, LIBOR will be deemed to be zero;

  "Loan" means the aggregate principal amount owing to the Lender under this Agreement at any relevant time;

  "Lending Office" means the office of the Lender appearing at the beginning of this Agreement or any other office of the Lender designated by the Lender as the Lending Office by notice to the Borrower;

  "Major Casualty" means any casualty to the Collateral Vessel in respect whereof the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds the Major
      Casualty Amount in respect of the Collateral Vessel;

  "Major Casualty Amount" means Five hundred thousand Dollars ($500,000) or the equivalent in any other currency;

  "Managers" means together the Commercial Manager and the Technical Manager, and "Manager" means
      either of them as the context may require;

  "Manager's Undertaking" means, a letter of undertaking and subordination to be executed by each Manager, as commercial or, as the case may be, technical manager of the Collateral Vessel, in favour of the Lender, such
      Manager's Undertaking to be and in form and substance satisfactory to the Lender, as the same may from time to time be amended and/or supplemented (together, the "Managers' Undertakings");

  "Management Agreement" means the agreement made between the Collateral Owner and the relevant Manager providing (inter alia) for such Manager to manage the Collateral Vessel (together, the "Management
        Agreements");

  "Margin" means four point two five per centum (4.25%) per annum;

  "Material of Environmental Concern" means and includes pollutants, contaminants, toxic substances, oil as defined in the United States Oil Pollution Act of 1990 and all hazardous substances as defined in the United States
      Comprehensive Environmental Response, Compensation and Liability Act 1980 and any other substance whose release into the environment is regulated or penalised by Environmental Laws;

  "MOA" means the memorandum of agreement dated 29th June, 2018 made between the Borrower, as seller, Top Ships, as guarantor, and Cargill International SA, of Switzerland ("Cargill"), as buyer, whereby Cargill has agreed to purchase and the

  
    13

    
      


  

  

  

  Borrower has agreed to sell to Cargill the Newbuilding Vessel upon her Delivery pursuant to the terms
      and conditions set forth therein, and include any and all addenda thereto;

  "month" means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started, provided that (i) if the period
      started on the last Banking Day in a calendar month or if there is no such numerically corresponding day, it shall end on the last Banking Day in such next calendar month and (ii) if such numerically corresponding day is not a Banking Day, the period
      shall end on the next following Banking Day in the same calendar month but if there is no such Banking Day it shall end on the preceding Banking Day and "months" and "monthly" shall be construed accordingly;

  "Newbuilding Vessel" means the 50,000 dwt product/chemical tanker, designated on the date of this Agreement as Hull No.
          8242 at the Builder's yard to be constructed and sold by the Builder to the Borrower pursuant to the Contract and to be registered on the Delivery Date in the ownership of the Borrower through the Registry under the laws and flag of
      the relevant Flag State, with a name of the Borrower's choice;

  "Prior General Assignments" means, together, (a) the first priority deed of assignment of the Earnings, Insurances and Requisition Compensation in respect of the Collateral Vessel dated 28th February, 2017
      executed by the Collateral Owner in favour of ASFL, as first assignee, and (b) the second priority deed of assignment of the Earnings, Insurances and Requisition Compensation in respect of the Collateral Vessel dated 2nd May, 2018, each
      executed by the Collateral Owner in favour of the Lender, and a "Prior General Assignment" means either of them as the context
      may require;

  "Prior Mortgages" means, together, (a) the first preferred ship mortgage on the Collateral Vessel dated 28th February, 2017 executed by the Collateral Owner in favour of Lender, as first mortgagee, which was
      assigned to ASFL by an assignment dated 5th October, 2017 and (b) the second preferred ship mortgage on the Collateral Vessel dated 2nd May, 2018 executed by the Collateral Owner in favour of the Lender, and a "Prior Mortgage"
      means either of them as the context may require;

  "Prior Security" means, together the Prior General Assignments and the Prior Mortgages;

  "Operator" means any person who is from time to time during the Security Period concerned in the operation of the Collateral Vessel and falls within the definition of "Company" set out in rule 1.1.2 of the ISM Code;

  "Outstanding Indebtedness" means the aggregate of (a) the Loan and interest accrued and accruing thereon, (b) the Expenses, (c) all other sums of any nature (together with all interest on any of those sums) which from
      time to time may be payable by the Borrower to the Lender pursuant to the Finance Documents, whether actually or contingently, (d) any damages payable as a result of any breach by the

  
    14

    
      


  

  

  

  Borrower of any of the Security Documents and (e) any damages or other sums payable as a result of any
      of the obligations of the Borrower under or pursuant to any of the Security Documents being disclaimed by a liquidator or any other person, or, where the context permits, the amount thereof for the time being outstanding;

  "Party" means a party to this Agreement;

  "Permitted Encumbrance" means any Encumbrance in favour of the Lender created pursuant to the Security Documents, the Security Documents (as defined in the Existing Loan Agreement) and Permitted Liens;

  "Permitted Liens" means any lien on the Collateral Vessel for master's, officers' or crew's wages outstanding in the ordinary course of trading, any lien for salvage, any ship repairer's or outfitter's possessory lien for
      a sum not (except with the prior written consent of the Lender) exceeding the Major Casualty Amount, broker's liens on policies of insurance in respect of the Collateral Vessel and Encumbrances over the Collateral Vessel created by the Security
      Documents;

  "Pre-Delivery Security Assignment" means the assignment of the Contract and the Refund Guarantee executed or (as the context may require) to be executed by the Borrower in favour of the Lender, in form and substance as
      the Lender may approve or require, as the same may from time to time be amended and/or supplemented;

  "Pre-Delivery Security Documents" means the Pre-Delivery Security Assignment, the Contract Assignment Acknowledgement, the Refund Guarantee Assignment Consent and Acknowledgement and any other document which will be
      granted to the Lender during the Security Period as security for the Outstanding Indebtedness under this Agreement;

  "Quotation Day" means, in respect of any period in respect of which LIBOR falls to be determined under this Agreement, the second Banking Day before the first day of such period;

  "Refund Guarantee" means the letter of guarantee No. 41725 and dated January 31, 2018 issued by the Refund Guarantor to the Borrower in respect of the Builder's obligations under the Contract and any further guarantee(s)
      to be issued by the Refund Guarantor in respect of such obligations, pursuant to any agreement supplemental to the Contract, as amended by Amendment No. 1 dated 22nd May, 2018, and includes any extensions, renewals or replacements thereto or thereof;

  "Refund Guarantee Assignment Consent and Acknowledgement" means an acknowledgement of notice of, and consent to, the assignment in respect of the Refund Guarantee to be given by the Refund Guarantor, substantially in the
      form scheduled to the Pre-Delivery Security Assignment;

  "Refund Guarantor" means Swiss RE International SA Singapore Branch, of 12 Marina View, #16-01 Asia Square Tower 2, Singapore 018961, and includes its successors in title;

  
    15

    
      


  

  

  

  "Registry" means the offices of such registrar, commissioner or representative of the Flag State who is duly authorised to register the Collateral Vessel, the Collateral Owner's title to the Collateral Vessel and the
      Collateral Mortgage over the Collateral Vessel under the laws and flag of the Flag State;

  "Regulatory Agency" means the Government Entity or other organisation in the Flag State which has been designated by the Government of the Flag State to implement and/or administer and/or enforce the provisions of the
      Code;

  "Related Company" of a person means any Subsidiary of such person, any company or other entity of which such person is a Subsidiary and any Subsidiary of any such company or entity;

  "Relevant Jurisdiction" means any jurisdiction in which or where any Security Party is incorporated, resident, domiciled, has a permanent establishment, carries on, or has a place of business or is otherwise effectively
      connected;

  "Relevant Party" means the Collateral Owner, the Collateral Owner's Related Companies and any other Security Party and any such Security Party's Related Companies;

  "Relevant Ship" means the Collateral Vessel and any other vessel from time to time (whether before or after the date of this Agreement) owned, managed or crewed by, or chartered to, any Relevant Party;

  "Requisition Compensation" means all sums of money or other compensation from time to time payable during the Security Period by reason of the Compulsory Acquisition of the Collateral Vessel;

  "Sanctions" means any economic, financial or trade sanctions laws, regulations, embargoes or other restrictive measures adopted, administered, enacted or enforced by any Sanctions Authority, or otherwise imposed by any
      law or regulation compliance with which is reasonable in the ordinary course of business of any of the Security Parties and the Lender or to which the Borrower, any other Security Party and the Lender are subject (which shall include without
      limitation, any extra-territorial sanctions imposed by law or regulation of the United States of America);

  "Sanctions Authority" means:

  
    
      	

            	(a)	
              the government of the United States of America;

            


    

  

  
    
      	

            	(b)	
              the United Nations;

            


    

  

  
    
      	

            	(c)	
              the European Union (or the governments of any of its member states);

            


    

  

  
    
      	

            	(d)	
              the United Kingdom; or

            


    

  

  
    
      	

            	(e)	
              the respective governmental institutions and agencies of any of the foregoing including the Office of Foreign Assets Control of the U.S. Department of the

            


    

  

  
    16

    
      


  

  

  

  Treasury ("OFAC"), the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury;

  "Sanctions Restricted Jurisdiction" means any country or territory which is the target of country-wide or territory-wide Sanctions;

  "Sanctions Restricted Person" means a person or vessel:

  
    
      	

            	(a)	
              that is, or is directly or indirectly, owned or controlled (as such terms are defined by the relevant Sanctions Authority) by, or acting on behalf of, one or
                  more persons or entities on any list (each as amended, supplemented or substituted from time to time) of restricted entities, persons or organisations (or equivalent) published by a Sanctions Authority;

            


    

  

  
    
      	

            	(b)	
              that is located or resident in or incorporated under the laws of, or owned or controlled by, a person located or resident in or incorporated under the laws of a
                  Sanctions Restricted Jurisdiction; or

            


    

  

  
    
      	

            	(c)	
              that is otherwise the target or subject of Sanctions;

            


    

  

  "Security Documents" means:

  
    
      	

            	(a)	
              this Agreement;

            


    

  

  
    
      	

            	(b)	
              the Top Ships Corporate Guarantee;

            


    

  

  
    
      	

            	(c)	
              the Pre-Delivery Security Documents;

            


    

  

  
    
      	

            	(d)	
              the Collateral Security Documents; and

            


    

  

  
    
      	

            	(e)	
              any document or documents (including if the context so requires this Agreement) as may have been or shall from time to time after the date of this Agreement be
                  executed to guarantee and/or secure all or any part of the Outstanding Indebtedness as well as for the performance by the Security Parties of all their respective obligations covenants and agreements pursuant to this Agreement and/or the
                  other Security Documents (whether or not any such document also secures moneys from time to time owing pursuant to any other document or agreement), each such Security Document to be in form and substance as the Lender may approve or
                  require, as the same may from time to time be amended and/or supplemented;

            


    

  

  "Security Parties" means collectively the Borrower, the Corporate Guarantors, the Managers and any other person (other than the Lender) which is or may become a party to any of the Finance Documents and "Security Party" means any of them as the context may require;

  "Security Period" means the period commencing on and including the date hereof and terminating on and including the date upon which the Outstanding Indebtedness has been paid in full to the Lender;

  “SMC”
      means a safety management certificate issued in respect of the Collateral

  
    17

    
      


  

  Vessel in accordance with rule 13 of the ISM Code;

  "Subsidiary" of a person means any company or entity directly or indirectly controlled by such person;

  "Taxes" includes all present and future taxes, levies, imposts, duties, fees or charges of whatever nature together with interest thereon and penalties in respect thereof (except taxes concerning the Lender and imposed on
      the net income of the Lender) and "Taxation" shall be construed accordingly;

  "Technical Manager" in relation to the Collateral Vessel means for the time being Central Mare Inc., a company duly incorporated under the laws of the Republic of the Marshall Islands, whose registered office is at Trust
      Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 and having an established office in Greece under Greek laws 89/67, 378/68, 25/75 and 814/79 (as amended) at 1, Vassilissis Sofias Str. & Meg. Alexandrou Str.
      Maroussi, Attica, Greece, and/or any other person nominated by the Collateral Owner and acceptable to the Lender, which shall act as the manager of the Collateral Vessel, and includes its successors in title;

  "Top Ships Corporate Guarantee" means the irrevocable and unconditional guarantee executed or (as the context may require) to be executed by the Corporate Guarantor as a security for the Outstanding Indebtedness and any
      and all other obligations of the Borrower under this Agreement and the other Finance Documents, in form and substance satisfactory to the Lender, as the same may from time to time be amended and/or supplemented;

  "Total Loss" means:

  
    
      	

            	(a)	
              actual, constructive, compromised or arranged total loss of the Collateral Vessel; or

            


    

  

  
    
      	

            	(b)	
              the Compulsory Acquisition of the Collateral Vessel; or

            


    

  

  
    
      	

            	(c)	
              the condemnation, capture, seizure, confiscation, arrest or detention of the Collateral Vessel (other than where the same amounts to the Compulsory Acquisition
                  of the Collateral Vessel) by any Government Entity, or by persons acting on behalf of any Government Entity or otherwise which deprives the Collateral Owner of the use of the Collateral Vessel for more than thirty (30) days, unless the
                  Collateral Vessel is released and restored to the Collateral Owner from such condemnation, capture, seizure, confiscation arrest or detention or within thirty (30) days after the occurrence thereof; and

            


    

  

  
    
      	

            	(d)	
              the hijacking, capture, seizure or confiscation of the Collateral Vessel arising as a result of a piracy or related incident unless the Collateral Vessel is
                  released and restored to the Collateral Owner from such hijacking, capture, seizure or confiscation within one hundred fifty (150) days after the occurrence thereof;

            


    

  

  

  

  
    18

    
      


  

  

  

  "Top Ships" means "Top Ships Inc.", a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960
      and which is floating in the NASDAQ;

  "Top Ships Group" at any relevant time means Top Ships and its Subsidiaries (whether direct or indirect) from time to time during the Security Period and "member of the Top Ships Group" shall be construed accordingly;

  "Transferee" has the meaning ascribed thereto in Clause 15.3 (Assignment by the Lender);

  "Underlying Documents" means the Contract, the Refund Guarantee and the Management Agreement and "Underlying



        Document" means any of them; and

  "US Tax Obligor" means:

  
    
      	

            	(a)	
              the Borrower, if it is resident for tax purposes in the United States of America; or

            


    

  

  
    
      	

            	(b)	
              a Security Party some or all of whose payments under the Finance Documents are from sources within the United States for US Federal income tax purposes;

            


    

  

  "Vessels" means, together, the Newbuilding Vessel and the Collateral Vessel and "Vessel" means
      either of them as the context may require; and

  "Write-down and Conversion Powers" means:

  
    
      	

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

            


    

  

  
    
      	

            	(b)	
              in relation to any other applicable Bail-In Legislation:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  

  

  
    19

    
      


  

  

  

  
    
      	1.3	
              Interpretation.  In this Agreement:

            


    

  

  
    
      	

            	(a)	
              "asset" includes every kind of
                  property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

            


    

  

  
    
      	

            	(b)	
              "company" includes any partnership,
                  joint venture and unincorporated association;

            


    

  

  
    
      	

            	(c)	
              "consent" includes an authorisation,
                  consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;

            


    

  

  
    
      	

            	(d)	
              "control" means either ownership of
                  more than fifty percent (50%) of the voting share capital (or equivalent rights of ownership) of such company or entity or the power to direct its policies and management, whether by contract or otherwise and "controlled" shall be construed accordingly;

            


    

  

  
    
      	

            	(e)	
              "contingent liability" means a
                  liability which is not certain to arise and/or the amount of which remains unascertained;

            


    

  

  
    
      	

            	(f)	
              "document" includes a deed; also a
                  letter or fax;

            


    

  

  
    
      	

            	(g)	
              "legal or administrative action" means any legal proceeding or arbitration and any administrative or regulatory action or investigation;

            


    

  

  
    
      	

            	(h)	
              "liability" includes every kind of
                  debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise;

            


    

  

  
    
      	

            	(i)	
              "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;

            


    

  

  
    
      	

            	(j)	
              "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;

            


    

  

  
    
      	

            	(k)	
              "protection and indemnity risks"
                  means the usual risks covered by a protection and indemnity association which is a member of the international group of protection and indemnity associations ("IG"), 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 8 of the
                  Institute Time Clauses (Hulls)(1/11/1995) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

            


    

  

  
    
      	

            	(l)	
              "successor in title" includes any
                  person who is entitled (by assignment, novation, merger or otherwise) to any other person's rights under this Agreement or any other Security 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 in title include a person to

            


    

  

  
    20

    
      


  

  

  

  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;

  
    
      	

            	(m)	
              "War risks" includes the risk of
                  mines, blocking and trapping, missing vessel, confiscation, war P&I and all risks excluded by clause 24 of the Institute Time Clauses (Hulls) (1/11/95);

            


    

  

  
    
      	

            	(n)	
              reference to:

            


    

  

  
    
      	

            	(i)	
              any "enactment" shall be deemed to
                  include references to such enactment as re-enacted, amended or extended;

            


    

  

  
    
      	

            	(ii)	
              a "person" shall be construed as
                  including reference to an individual, firm, company, corporation, unincorporated body of persons or any State, political sub-division of a state and local or municipal authority, any agency of such State and any international organisation
                  and any person includes such person's assignees and successors in title;

            


    

  

  
    
      	

            	(iii)	
              a "regulation" includes any present
                  or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or national or supranational body, agency, department, central bank or government
                  department or any regulatory, self regulatory or other authority or organisation and, for the avoidance of doubt, shall include any Basel II Regulation and Basel III Regulation;

            


    

  

  
    
      	

            	(iv)	
              a "guarantee" includes references to
                  an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any Financial Indebtedness and "guaranteed" shall be construed accordingly;

            


    

  

  
    
      	

            	(v)	
              this Agreement (or to any specified provisions thereof) and all documents referred to in this Agreement (or to any specified provisions thereof) shall be
                  construed as references to this Agreement, that provision or that document as are in force for the time being and as are amended and/or supplemented from time to time;

            


    

  

  
    
      	

            	(vi)	
              this Agreement includes all the terms of this Agreement and any schedules, annexes or appendices to this Agreement, which form an integral part of same;

            


    

  

  
    
      	

            	(vii)	
              clauses, sub-clauses and schedules are to Clauses, Sub-Clauses and schedules in this Agreement;

            


    

  

  
    
      	

            	(viii)	
              the opinion of the Lender or a determination or acceptance by the Lender or to documents, acts, or persons acceptable or satisfactory to the Lender or the like
                  shall be construed as reference to opinion,

            


    

  

  
    21

    
      


  

  

  

  determination, acceptance or satisfaction of the Lender at the sole discretion of the Lender and such
      opinion, determination, acceptance or satisfaction of the Lender shall be conclusive and binding on the Borrower;

  
    
      	

            	(o)	
              Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement;

            


    

  

  
    
      
        	

              	(p)	
                subject to any specific provision of this Agreement or of any assignment and/or participation or syndication agreement of any nature whatsoever, reference to
                    each of the parties hereto and to the other Security Documents shall be deemed to be reference to and/or to include, as appropriate, their respective successors and permitted assigns;

              


      

    

  

  
    
      	

            	(q)	
              where the context so admits, words in the singular include the plural and vice versa; and

            


    

  

  
    
      	

            	(r)	
              the words "including" and "in particular" shall not be construed as limiting the generality of any foregoing words.

            


    

  

  
    
      	1.4	
              Same meaning

            


    

  

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

  
    
      	1.5	
              Inconsistency

            


    

  

  Unless a contrary indication appears, in the event of any inconsistency or conflict between any
      provision of this Agreement and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

  
    
      
        	1.5	
                Finance Documents

              


      

    

    Where any other Finance Document provides that Clause 1.3 (Interpretation), shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or
        any Security Party shall apply to that Finance Document as if set out in it but with all necessary changes. 

      

  

  
    
      	2.	
              THE ADVANCES

            


    

  

  
    
      	2.1	
              Commitment to lend

            


    

  

  The Lender, relying upon (inter alia) each of the representations and warranties set forth in Clause 7
      (Representations and warranties) and in each of the Security Documents, agrees to lend to the Borrower, as borrower, by up to four (4) Advance and upon and subject to the terms of this Agreement, the
      amount specified in Clause

  

  

  
    22

    
      


  

  

  

  1.1 (Amount



          and Purpose) and the Borrower shall apply all amounts borrowed under the Commitment in accordance with Clause 1.1 (Amount and Purpose).

  
    
      	2.2	
              Drawdown

            


    

  

  Subject to the terms and conditions of this Agreement, each Advance shall be made to the Borrower
      following receipt by the Lender from the Borrower of a Drawdown Notice not later than 10:00 a.m. (London time) on the third Banking Day before the date on which the drawdown is intended to be made, which shall be a Banking Day falling within the
      Drawdown Period.

  
    
      	2.3	
              Drawdown Notice irrevocable

            


    

  

  A Drawdown Notice must be signed by a duly authorised director or attorney-in-fact or other
      representative of the Borrower and shall be effective on actual receipt by the Lender and, once given, it, subject as provided in Clause 3.6 (Market
          disruption - Non Availability), cannot be revoked without the prior consent of the Lender.

  
    
      	2.4	
              Number of Advances Agreed

            


    

  

  The Commitment shall be advanced to the Borrower in four (4) Advances and any amount undrawn under the
      Commitment shall be cancelled and may not be borrowed by the Borrower at a later date.

  
    
      	2.5	
              Amount, timing, limitation and purpose of the Commitment

            


    

  

  
    
      	

            	(a)	
              The Advances:  The Commitment will be advanced to the Borrower by
                  four (4) Advances to be used for the purpose of financing part of the third, fourth, fifth, sixth and seventh instalments of the Newbuilding Vessel under the Contract, provided, however, that the aggregate amount of such Advances shall not exceed $10,140,000 and each such Advance shall be made when the relevant instalment(s) under the Contract has/have become due and payable.

            


    

  

  
    
      	

            	(b)	
              Drawdown of the Advances:  No Advance may be drawn down after the
                  last day of the Drawdown Period.

            


    

  

  
    
      	

            	(c)	
              Application of Advances:  The Borrower shall procure that the
                  proceeds of the each of the Advances shall be applied wholly in or towards payment to the Builder of the corresponding installment(s) under the Contract.

            


    

  

  
    
      	

            	(d)	
              Conditions precedent:  Drawdown of each Advance is subject to
                  (i) fulfilment to the Lender's satisfaction of all of the relevant conditions precedent and (ii) no Event of Default having occurred.  Thus, in relation to drawdown of any Advance, if any such condition precedent has not been fulfilled to
                  the Lender's satisfaction or any such Event of Default has occurred such Advance shall not be available for drawing.  Notwithstanding, the Lender may, in its absolute discretion and by notice to the Borrower, waive compliance with any
                  condition precedent or the occurrence of an Event of Default prior to disbursement, provided, always, that the Borrower hereby covenants in those

            


    

  

  
    23

    
      


  

  

  

  circumstances to comply with such condition precedent or, as the case may be, to remedy such Event of
      Default within any period specified in such notice or subsequently notified to the Borrower and failure to do so shall be deemed to constitute an Event of Default hereunder.

  
    
      	2.6	
              Availability

            


    

  

  Upon receipt of a Drawdown Notice complying with the terms of this Agreement the Lender shall, subject
      to the provisions of Clause 9 (Conditions precedent), on the date specified in such Drawdown Notice, make the relevant Advance available to
      the Borrower, and payment to the Borrower shall be made to the account which the Borrower specifies in such Drawdown Notice.  The Borrower acknowledges that payment of any Advance to the Builder in accordance with Clause 6.2 (Payment by the Lender) shall satisfy the obligation of the Lender to lend that Advance to the Borrower under this Agreement.

  
    
      	2.7	
              Termination of Commitment

            


    

  

  Any part of the Commitment which is not drawn down by the end of the Drawdown Period shall thereupon be
      automatically cancelled unless the Lender shall otherwise agree (upon such amended terms as the Lender may determine).

  
    
      	2.8	
              No responsibility for application of proceeds

            


    

  

  Without prejudice to the Borrower's obligations under Clause 8.1(c) (Use of Loan proceeds), the Lender shall have no responsibility for the application of proceeds of the Loan or any part thereof by the Borrower.

  
    
      	2.9	
              Evidence

            


    

  

  It is hereby expressly agreed and admitted by the Borrower that abstracts or photocopies of the books
      of the Lender as well as statements of accounts or a certificate signed by an authorised officer of the Lender (save for manifest error) shall be conclusive binding and full evidence on the Borrower as to the existence and/or the amount of the at any
      time Outstanding Indebtedness, of any amount due under this Agreement, of the applicable interest rate or Default Rate or any other rate provided for or referred to in this Agreement, the Interest Period, the payment or non payment of any amount
      and/or the occurrence of any other Event of Default.  Nevertheless, enforcement procedures or any other court or out-of-court procedure can be commenced by the Lender on the basis of the above mentioned means of evidence including written statements
      or certificates of the Lender.

  
    
      	2.10	
              Cancellation

            


    

  

  The Borrower may, cancel any undrawn part of the Commitment under this Agreement upon giving the Lender
      not less than five (5) Banking Days' notice in writing to that effect, provided that no Drawdown Notice has been given to the Lender under Clause 2.2 (Drawdown)
      for the full amount of the Commitment or in

  
    24

    
      


  

  

  

  respect of the portion thereof in respect of which cancellation is required by the Borrower.  Any such
      notice of cancellation, once given, shall be irrevocable.  Any amount cancelled may not be drawn.  Notwithstanding any such cancellation pursuant to this Clause the Borrower shall continue to be liable for any and all amounts due to the Lender under
      this Agreement including without limitation any amounts due to the Lender under Clause 11 (Indemnities).

  
    
      	3.	
              INTEREST AND INTEREST PERIODS

            


    

  

  
    
      	3.1	
              Normal interest rate

            


    

  

  The Borrower shall pay interest on the Loan (or as the case may be, each portion thereof to which a
      different Interest Period relates) in respect of each Interest Period related thereto on each Interest Payment Date.  The interest rate for the calculation of interest shall be the rate per annum determined by the Lender to be the aggregate of (i)
      the Margin and (ii) the LIBOR for such Interest Period, unless there is an Alternative Rate in which case the interest rate for the calculation of interest shall be the rate per annum determined by the Lender to be the aggregate of (i) the Margin and
      (ii) the Alternative Rate.

  
    
      	3.2	
              Selection of Interest Periods

            


    

  

  The Borrower may by notice received by the Lender not later than 10 a.m. on the second Banking Day
      before the beginning of each Interest Period specify whether such Interest Period shall have a duration (subject to availability which will be determined solely by the Lender) of one (1), two (2) or three (3) months (or such other longer period as
      may be selected by the Borrower subject to Bank's approval, provided that no additional funding cost is involved and market availability exists).

  
    
      	3.3	
              Determination of Interest Periods

            


    

  

  Every Interest Period shall be of the duration specified by the Borrower pursuant to Clause 3.2 (Selection of Interest Periods) but so that:

  
    
      	

            	(a)	
              the first Interest Period shall commence on the Drawdown Date of the first Advance and each subsequent Interest Period in respect thereof shall commence on the
                  last day of the previous Interest Period;

            


    

  

  
    
      	

            	(b)	
              the initial Interest Period in respect of each Advance after the first Advance shall end on the same day as the then current Interest Period for the previous
                  Advance and, on the last day of such Interest Period, such Advances shall be consolidated into, and shall thereafter constitute the Loan; and

            


    

  

  
    
      	

            	(c)	
              if the Borrower fails to specify the duration of an Interest Period in accordance with the provisions of Clause 3.2 (Selection of Interest Periods) and this Clause 3.3 such Interest Period shall have duration of three (3) months or such other period as shall comply with this Clause
                  3.3.

            


    

  

  

  

  
    25

    
      


  

  

  

  
    
      	3.4	
              Default interest

            


    

  

  
    
      	

            	(a)	
              Default Interest:  If the Borrower fails to pay any sum (including,
                  without limitation, any sum payable pursuant to this Clause 3.4) on its due date for payment under any of the Finance Documents, the Borrower shall pay interest on such sum on demand from the due date up to the date of actual payment (as
                  well after as before judgment) at a rate determined by the Lender pursuant to this Clause 3.4.  The period beginning on such due date and ending on the date of actual payment shall be divided at the discretion of the Lender into
                  successive periods of not more than three (3) months as selected by the Lender each of which (other than the first, which shall commence on such due date) shall commence on the last day of the preceding such period.  The rate of interest
                  applicable to each such period shall be the aggregate (as determined by the Lender) of (a) two per cent (2%) per annum, (b) the Margin, and (c) LIBOR for such period.  Such interest shall be due and payable on the last day of each such
                  period as determined by the Lender and each such day shall, for the purposes of this Agreement, be treated as an Interest Payment Date, provided that
                  if such unpaid sum is an amount of principal which became due and payable, by reason of a declaration by the Lender under Clause 10.2 (Consequences



                      of Default - Acceleration) or a prepayment pursuant to Clauses 4.2 (Voluntary prepayment), 4.3 (Compulsory Prepayment in case of Total Loss or sale of the Collateral Vessel) or 12 (Unlawfulness  and increased cost), on a date other than an Interest Payment Date relating thereto, the first such period selected by the Lender shall be of a duration
                  equal to the period between the due date of such principal sum and the next succeeding Interest Payment Date and interest shall be payable on such principal sum during such period at a rate of two per cent (2%) above the rate applicable
                  thereto immediately before it shall have become so due and payable.  If, for the reasons specified in Clause 3.6 (Market disruption;
                      non-availability), the Lender is unable to determine a rate in accordance with the foregoing provisions of this Clause 3.4, interest on any sum not paid on its due date for payment shall be calculated at a rate determined
                  by the Lender to be two per cent (2%) per annum above the aggregate of (i) the Margin and (ii) the Alternative Rate.

            


    

  

  
    
      	

            	(b)	
              Compounding of default interest:  Any such interest which is not paid
                  at the end of the period by reference to which it was determined shall thereupon be compounded.

            


    

  

  
    
      	3.5	
              Notification of Interest Periods and interest rate

            


    

  

  The Lender shall notify the Borrower promptly of the duration of each Interest Period and of each rate
      of interest determined by it under this Clause 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 Lender's notification.

  

  

  
    26

    
      


  

  

  

  
    
      	3.6	
              Market disruption; non-availability

            


    

  

  
    
      	

            	(a)	
              Market disruption:  If and whenever, at any time prior to the
                  commencement of any Interest Period, the Lender (in its reasonable discretion) shall have determined (which determination shall be conclusive) that a Market Disruption Event has occurred in relation to the Loan (or the relevant part
                  thereof) for any such Interest Period, then the Lender shall forthwith give notice thereof (a "Determination Notice") to the Borrower and the rate of interest on the Loan (or the
                  relevant part thereof) for that Interest Period shall be the percentage rate per annum which is the sum of:

            


    

  

  
    
      	

            	(i)	
              the Margin; and

            


    

  

  
    
      	

            	(ii)	
              the rate which expresses as a percentage rate per annum the cost to the Lender of funding the Loan (or the relevant part thereof) from whatever source it may
                  reasonably select.

            


    

  

  
    
      	

            	(b)	
              Suspension of drawdown:  If the Determination Notice is given before
                  the Commitment (or a part thereof) is advanced, the Lender's obligation to make the Commitment (or a part thereof) available shall be suspended while the circumstances referred to in the Determination notice continue.

            


    

  

  
    
      	

            	(c)	
              Meaning of "Market Disruption Event":  In this Agreement "Market Disruption Event" means:

            


    

  

  
    
      	

            	(i)	
              at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available; and/or

            


    

  

  
    
      	

            	(ii)	
              before close of business in London on the Quotation Day for the relevant Interest Period, the Lender determines (in its sole discretion) that the cost to it of
                  obtaining matching deposits in the London Interbank Market to fund the Loan (or the relevant part thereof) for such Interest Period would be in excess of the LIBOR for such Interest Period; and/or

            


    

  

  
    
      	

            	(iii)	
              before close of business in London on the Quotation Day for the relevant Interest Period, deposits in Dollars are not available to the Lender in the London
                  Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan (or the relevant part thereof) for such Interest Period.

            


    

  

  
    
      	

            	(d)	
              Negotiation of alternative rate of interest:  If the Determination
                  Notice is served after the Loan is borrowed, the Borrower and the Lender shall enter into negotiations (for a period of not more than within 15 days after the date on which the Lender serves the Determination Notice (the "Negotiation Period") and shall use reasonable endeavours to agree, an alternative interest rate or (as the case may be) an alternative basis for the Lender to fund or continue to
                  fund the Loan during the Interest Period concerned.  During the

            


    

  

  

  

  
    27

    
      


  

  

  

  Negotiation Period the Lender shall set an Interest Period and interest rate representing the Cost of
      Funding of the Lender in Dollars, in each case as determined by the Lender, of the Loan plus the Margin.

  
    
      	

            	(e)	
              Application of agreed alternative rate of interest:  Any alternative
                  interest rate or an alternative basis which is agreed during the Negotiation Period shall be binding on the Lender and all Security Parties and shall take effect in accordance with the terms agreed.

            


    

  

  
    
      	

            	(f)	
              Alternative basis of interest in absence of agreement:  If the Lender
                  and the Borrower will not enter into negotiations as provided in Clause 3.6(d) (Negotiation of alternative rate of interest) or 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 Lender shall set the following Interest Period and an interest rate representing the cost of funding of the
                  Lender in Dollars of the Loan (or the relevant part thereof) plus the Margin for such Interest Period; if the relevant circumstances are continuing at the end of the Interest Period so set by the Lender, the Lender shall continue to set
                  the following Interest Period and an interest rate representing its cost of funding in Dollars of the Loan (or the relevant part thereof) plus the Margin for such Interest Period.

            


    

  

  
    
      	

            	(g)	
              Notice of prepayment: If the Borrower does not agree with an interest
                  rate set by the Lender under Clause 3.6(e) (Notice of prepayment), the Borrower may give the Lender not less than 5 Banking
                  Days' notice of its intention to prepay the Loan at the end of the interest period set by the Lender.

            


    

  

  
    
      	

            	(h)	
              Prepayment; termination of Commitment:  A notice under Clause 3.6(f)
                  (Alternative basis of interest or funding) shall be irrevocable; and on the last Banking Day of the interest period set by the
                  Lender the Borrower shall prepay (without premium or penalty) the Loan, together with accrued interest thereon at the applicable rate plus the Margin and the balance of the Outstanding Indebtedness.

            


    

  

  
    
      	

            	(i)	
              Application of prepayment:  The provisions of Clause 4 (Repayment-Prepayment) shall apply in relation to the prepayment made hereunder.

            


    

  

  
    
      	4.	
              REPAYMENT AND PREPAYMENT

            


    

  

  
    
      	4.1	
              Repayment

            


    

  

  The Borrower shall and it is expressly undertaken by the Borrower to repay the Loan on the Final
      Maturity Date, on which date the Borrower shall also pay to the Bank any and all other sums of money then due and payable to the Bank, Provided that if the Final Maturity Date is a day which is not a Banking Day, the due date therefore shall be
      extended to the next succeeding Banking Day unless such Banking Day falls in the next calendar month in which event such due date shall be the immediately preceding Banking Day.

  
    28

    
      


  

  

  

  
    
      	4.2	
              Voluntary prepayment

            


    

  

  The Borrower shall have the right, to prepay (without any penalty or premium whatsoever) part or all of
      the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Lender hereunder or pursuant to the other Finance Documents and all interest accrued thereon, provided that:

  
    
      	

            	(a)	
              the Lender shall have received from the Borrower not less than five (5) Banking Days' prior notice (which shall be irrevocable) of its intention to make such
                  prepayment and specify the amount and the date on which such prepayment is to be made;

            


    

  

  
    
      	

            	(b)	
              such prepayment may take place on any Banking Day provided, however,
                  that if the Borrower shall request consent to make such prepayment on a day other than the last day of the Interest Period relating to the relevant part of the Loan to be prepaid or the whole of the Loan (as the case may be) the Borrower
                  will pay in addition to the amount to be prepaid, any such sum as may be payable to the Lender pursuant to Clause 11.1 (Miscellaneous
                      indemnities);

            


    

  

  
    
      	

            	(c)	
              each such prepayment shall be equal to the amount of $500,000 or a whole multiple thereof or the balance of the Loan;

            


    

  

  
    
      	

            	(d)	
              every notice of prepayment shall be effective only on actual receipt by the Lender, shall be irrevocable and shall oblige the Borrower to make such prepayment
                  on the date specified;

            


    

  

  
    
      	

            	(e)	
              no amount prepaid may be re-borrowed; and

            


    

  

  
    
      	

            	(f)	
              the Borrower may not prepay the Loan or any part thereof save as expressly provided in this Agreement.

            


    

  

  
    
      	4.3	
              Compulsory Prepayment on Total Loss or sale of the Collateral Vessel

            


    

  

  
    
      	

            	(a)	
              Before drawdown:  On the Collateral Vessel becoming a Total Loss or
                  suffering damage or being involved in an incident which in the reasonable opinion of the Lender may result in the Collateral Vessel being subsequently determined to be a Total Loss or being sold before an Advance is drawn down, the
                  obligation of the Lender to advance the Commitment (or any part thereof) shall immediately cease and the Commitment shall be reduced to zero.

            


    

  

  
    
      	

            	(b)	
              Thereafter:

            


    

  

  
    
      	

            	(i)	
              On the Collateral Vessel becoming a Total Loss or suffering damage or being involved in an incident which in the opinion of the Lender may result in the
                  Collateral Vessel being subsequently determined to be a Total Loss or being sold following the drawdown of the first Advance,

            


    

  

  
    29

    
      


  

  

  

  then on the date falling One hundred and eighty (180) days after the date on which the Collateral
      Vessel became a Total Loss or simultaneously with the completion of the sale of the Collateral Vessel by delivery of the Collateral Vessel to the relevant buyer in exchange of the sale price or, if earlier, on the date when the insurance proceeds in
      respect of such Total Loss are or Requisition Compensation is received by the Borrower (or the Lender pursuant to the Security Documents), the Borrower shall pay to the Lender the full amount of the Outstanding Indebtedness together with all sums
      payable by the Borrower to the Lender under Clause 4.4 (Amounts payable on prepayment).

  
    
      	

            	(c)	
              Total loss:  For the purpose of this Agreement, a Total Loss shall be
                  deemed to have occurred:

            


    

  

  
    
      	

            	(i)	
              in the case of an actual total loss of the Collateral Vessel, at the actual date and time the Collateral Vessel was lost but in the event of the date of the
                  loss being unknown then the actual total loss shall be deemed to have occurred on the date falling twenty one (21) days after the date on which the Collateral Vessel was last reported;

            


    

  

  
    
      	

            	(ii)	
              in the case of a constructive total loss of the Collateral Vessel, at the date and time notice of abandonment (the "NOA date") of the Collateral Vessel is given to the insurers of the Collateral Vessel for the time being (provided a claim for such Total Loss is admitted
                  by such insurers) or, if such insurers do not admit such a claim on the earlier of (aa) the date when either the total loss is subsequently
                  admitted by the insurers, or (bb) a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred or (cc) the date falling one hundred and eighty days (180) days after the NOA date, or, in the
                  event that such notice of abandonment is not given by the Collateral Owner to the insurers of the Collateral Vessel, at the date and time on which the incident occurred which may result, in the reasonable opinion of the Lender, in the
                  Collateral Vessel being subsequently determined to be a Total Loss;

            


    

  

  
    
      	

            	(iii)	
              in the case of a compromised or arranged total loss of the Collateral Vessel, on the date upon which a binding agreement as to such compromised or arranged
                  total loss has been entered into by the then insurers of the Collateral Vessel;

            


    

  

  
    
      	

            	(iv)	
              in the case of Compulsory Acquisition of the Collateral Vessel, on the date upon which the relevant requisition of title or other compulsory acquisition occurs
                  excluding a requisition for hire;

            


    

  

  
    
      	

            	(v)	
              in the case of, condemnation, capture, seizure, confiscation, arrest, or detention of the Collateral Vessel (other than where the same amounts to Compulsory
                  Acquisition of the Collateral Vessel) by any

            


    

  

  
    30

    
      


  

  

  

  Government Entity, or by persons acting on behalf of any Government Entity or otherwise, which
      deprives the Collateral Owner of the use of the Collateral Vessel for more than ninety (90) days, upon the expiry of the period of ninety (90) after the date upon which the relevant, condemnation, capture, seizure or confiscation, arrest or
      detention; and

  
    
      	

            	(vi)	
              in the case of hijacking, capture, seizure or confiscation of the Collateral Vessel arising as a result of a piracy or related incident unless the Collateral
                  Vessel be released and restored to the Collateral Owner from such hijacking, capture, seizure or confiscation within One hundred and fifty (150) days after the occurrence thereof.

            


    

  

  
    
      	

            	(d)	
              Refinancing:  In case of refinancing by another bank or if the
                  Borrower requests the Lender's consent for the discharge of the Collateral Mortgage registered on the Collateral Vessel, the Borrower shall pay to the Lender the full amount of the Outstanding Indebtedness together with all sums payable
                  by the Borrower to the Lender under Clause 4.4 (Amounts payable on prepayment).

            


    

  

  
    
      	4.4	
              Amounts payable on prepayment

            


    

  

  
    
      	

            	(a)	
              Any prepayment of all or part of the Loan under this Agreement shall be made together with (a) accrued interest on the amount to be prepaid to the date of such
                  prepayment (calculated, in the case of a prepayment pursuant to Clause 3.6 (Market disruption - Non Availability) at a rate
                  equal to the aggregate of the Margin and the cost to the Lender of funding the Loan), (b) any additional amount payable under Clause 6.6 (Gross-up)
                  or Clause12.2 (Increased cost), (c) all other sums payable by the Borrower to the Lender under this Agreement or any of the other Finance Documents including, without limitation, any accrued
                  Commitment Fee payable under Clause 5.1(b) any amounts payable under Clause 11 (Indemnities) and (d) in relation to any
                  prepayment made on a date other than an Interest Payment Date in respect of the whole of the Loan, it shall, in addition to the amount prepaid and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to
                  compensate the Lender for any Break Costs incurred by the Lender as a result of making the prepayment in question.

            


    

  

  
    
      	4.5	
              Termination of Contract or Refund Guarantee

            


    

  

  
    
      	

            	(a)	
              If:

            


    

  

  
    
      	

            	(i)	
              the Contract is terminated or rescinded for any reason whatsoever or the Contract is frustrated or the Contract is (in the opinion of the Lender) materially
                  varied in any manner not permitted by or pursuant to the Pre-Delivery Security Assignment or this Agreement; or

            


    

  

  
    
      	

            	(ii)	
              the Refund Guarantee is repudiated, cancelled, rescinded or otherwise

            


    

  

  
    31

    
      


  

  

  

  terminated or expires (other than by the return of the Refund Guarantee by the Borrower or the Lender
      to the Builder and/or the Refund Guarantor, following the delivery of the Newbuilding Vessel to the Borrower pursuant to the Contract); or

  
    
      	

            	(iii)	
              the Newbuilding Vessel is not delivered to, and accepted by, the Borrower under the Contract or Cargill does not intend (at the Lender's opinion) to pay the Net
                  Sale Proceeds (as defined in the MOA) to the Borrower's account with the Lender, in either case, on or before the last day of the Drawdown Period; or

            


    

  

  
    
      	

            	(iv)	
              any claim made under the Refund Guarantee is not paid within thirty (30) days of it being made,

            


    

  

  
    
      	

            	(v)	
              the MOA is repudiated, cancelled, rescinded or otherwise terminated; or

            


    

  

  the Borrower shall within thirty (30) days after the occurrence of any of the events referred to in
      this Clause 4.5 (or, in the case of paragraph (iv), within ten (10) Banking Days from the expiry of the grace period referred to in that paragraph) prepay in full the Outstanding Indebtedness as provided in Clause 4.3(b)(iv).

  
    
      	5.	
              FEES, EXPENSES, VAT, STAMP DUTY ETC.

            


    

  

  
    
      	5.1	
              Fees and commissions

            


    

  

  
    
      	

            	(a)	
              Arrangement fee:  The Borrower shall pay to the Lender a
                  non-refundable arrangement fee (the "Arrangement Fee") in the amount equal to one point two five per cent (1.25%)
                  of the amount of the Commitment payable on the first Drawdown Date.

            


    

  

  
    
      	

            	(b)	
              Commitment Fee:  The Borrower shall pay to the Lender a commitment
                  fee (the "Commitment Fee"), payable quarterly in arrears until the last day of the Drawdown Period on each of the
                  dates falling at three (3) monthly intervals after the 5th July, 2018 until the last day of the Drawdown Period and on the last day of the Drawdown Period, computed from the 5th July, 2018 (in the case of the first
                  payment of the Commitment Fee) and from the date of the preceding payment of the Commitment Fee (in the case of each subsequent payment) at the rate of one per cent (1%) per annum on the daily undrawn and un-cancelled amount of the
                  Commitment, until the lapse of the Drawdown Period.

            


    

  

  
    
      	

            	(c)	
              Non-refundable:  The Arrangement Fee and the Commitment Fee shall be
                  payable by the Borrower to the Lender whether or not any part of the Commitment is ever advanced (irrespective of utilisation/cancellation in part or in whole and/or Contract cancellation, non Delivery of the Newbuilding Vessel or sale of
                  the Newbuilding Vessel prior to her Delivery to the

            


    

  

  
    32

    
      


  

  

  

  Borrower) and shall be non-refundable.

  
    
      	5.2	
              Expenses

            


    

  

  The Borrower shall pay to the Lender on a full indemnity basis on demand all expenses incurred by the
      Lender:

  
    
      	

            	(a)	
              Initial and Amendment expenses:  all expenses (including legal,
                  printing and out-of-pocket expenses) reasonably incurred by the Lender in connection with the negotiation, preparation, execution and, where relevant, registration of this Agreement and the other Security Documents and of any amendment or
                  extension of or the granting of any waiver or consent under this Agreement and/or any of the Security Documents, whether any such security shall in fact be constituted or not or the granting of any waiver or consent under, any of the
                  Security Documents and the syndication of the Loan; and

            


    

  

  
    
      	

            	(b)	
              Enforcement expenses:  all expenses (including legal and
                  out-of-pocket expenses) incurred by the Lender in contemplation of, or otherwise in connection with, the enforcement of, or preservation of any rights under, this Agreement and/or any of the other Security Documents, or otherwise in
                  respect of the moneys owing under this Agreement and/or any of the other Security Documents or the contemplation or preparation of the above, whether they have been effected or not; and

            


    

  

  together with interest at the rate referred to in Clause 3.4 (Default interest) from the date on which such expenses were incurred to the date of payment (as well after as before judgment).

  
    
      	

            	(c)	
              Mortgagee's Interest costs:  reimburse the Lender on demand for any
                  and all costs incurred by the Lender (as supported by vouchers/invoices ) in effecting and keeping effected on the basis of the Lender's open cover (a) a mortgagee's interest insurance which the Lender may at any time effect for an amount
                  of 120% of the amount of the Loan at the Lender's wording or upon such terms as shall from time to time be determined by the Lender (herein "MII") and (b) a mortgagee's interest additional perils (pollution) insurance policy (herein "MAPI")



                  for an amount of 120% of the amount of the Loan, of which the Lender may at any time effect on such terms, and with such insurers as shall from time to time be approved by the Lender, provided however, that the Lender shall in its absolute discretion appoint and instruct in respect of any such MII and MAPI the insurance brokers in respect of such insurance and provided, further, that the Borrower shall pay on demand to the Lender the proportion of premium due in respect of the Collateral Vessel for which such
                  insurance cover has been effected by the Lender, and any certificate of the Lender in respect of any such premium due by the Borrower (as supported by the necessary invoices/vouchers) shall (save for manifest error) be conclusive and
                  binding upon the Borrower.

            


    

  

  
    
      	

            	(d)	
              Other expenses:  any and all other Expenses as defined in Clause 1.2

            


    

  

  
    33

    
      


  

  

  

  (Definitions).

  
    
      	

            	(e)	
              Legal costs:  the legal costs of the Lender's appointed lawyer, in
                  respect of the preparation of this Agreement and the other Security Documents as well as the legal costs of the foreign lawyers in respect of the registration of the Security Documents or any search or opinion given to the Lender in
                  respect of the Security Parties or the Vessels or the Finance Documents.  The said legal costs shall be due and payable as incurred.

            


    

  

  
    
      	5.3	
              Value Added Tax

            


    

  

  All fees and expenses payable pursuant to Clause 5.2 (Expenses)
      shall be paid together with value added tax or any similar tax (if any) properly chargeable thereon.  Any value added tax chargeable in respect of any services supplied by the Lender under this Agreement shall, on delivery of the value added tax
      invoice, be paid in addition to any sum agreed to be paid hereunder.

  
    
      	5.4	
              Stamp and other duties

            


    

  

  The Borrower shall pay all stamp, documentary, registration or other like duties or Taxes (including
      any duties or taxes payable by the Lender other than taxes on the net income of the Lender) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Lender against any liability
      arising by reason of any delay or omission by the Borrower to pay such duties or taxes.

  
    
      	6.	
              PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS

            


    

  

  
    
      	6.1	
              No set-off or counterclaim

            


    

  

  
    
      	

            	(a)	
              The Borrower acknowledges that in performing its obligations under this Agreement, the Lender will be incurring liabilities to third parties in relation to the
                  funding of amounts to the Borrower, such liabilities matching the liabilities of the Borrower to the Lender and that it is reasonable for the Lender to be entitled to receive payments from the Borrower gross on the due date in order that
                  the Lender is put in a position to perform its matching obligations to the relevant third parties.  Accordingly, all payments to be made by the Borrower under this Agreement and/or any of the other Finance Documents shall be made in full,
                  without any set-off or counterclaim whatsoever and, subject as provided in Clause 6.6 (Gross-up), free and clear of any
                  deductions or withholdings or Governmental Withholdings whatsoever, in Dollars on the due date to the account of the Lender at such bank and in such place as the Lender may from time to time specify for that purpose, reference:  "PCH Dreaming Inc./Loan Agreement dated :  11th July, 2018", or to such other account at such other
                  bank in such place as the Lender may from time to time specify for this purpose.

            


    

  

  
    
      	

            	(b)	
              If at any time it shall become unlawful or impracticable for the Borrower to

            


    

  

  
    34

    
      


  

  

  

  make payment under this Agreement to the relevant account or bank referred to in Clause 6.1(a), the
      Borrower may request and the Lender may agree to alternative arrangements for the payment of the amounts due by the Borrower to the Lender under this Agreement or the other Finance Documents.

  
    
      	6.2	
              Payment by the Lender

            


    

  

  All sums to be advanced by the Lender to the Borrower under this Agreement shall be remitted in Dollars
      on the Drawdown Date for the relevant Advance to the account specified in the Drawdown Notice for that Advance.

  
    
      	6.3	
              Non-Banking Days

            


    

  

  All payments due under any of the Security Documents shall be made on a Banking Day.  When any payment
      under any of the Security Documents would otherwise be due on a day which is not a Banking Day, the due date for payment shall be extended to the next following Banking Day unless such Banking Day falls in the next calendar month in which case
      payment shall be made on the immediately preceding Banking Day.

  
    
      	6.4	
              Calculations

            


    

  

  All interest and other payments of an annual nature under any of the Security Documents shall accrue
      from day to day and be calculated on the basis of actual days elapsed and a three hundred and sixty (360) day year.

  
    
      	6.5	
              Certificates conclusive

            


    

  

  Any certificate or determination of the Lender as to any rate of interest or any other amount pursuant
      to and for the purposes of any of the Security Documents shall, in the absence of manifest error, be conclusive and binding on the Borrower.

  
    
      	6.6	
              Gross-up

            


    

  

  If at any time any law, regulation, regulatory requirement or requirement of any governmental
      authority, monetary agency, central bank or the like compels the Borrower to make payment subject to Governmental Withholdings (other than a FATCA Deduction), the Borrower shall pay to the Lender such additional amounts as may be necessary to ensure
      that there will be received by the Lender a net amount equal to the full amount which would have been received had payment not been made subject to such Governmental Withholdings.  The Borrower shall indemnify the Lender against any losses or costs
      incurred by the Lender by reason of any failure of the Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment.  The Borrower shall, not later than thirty (30) days
      after each deduction, withholding or payment of any Governmental Withholdings (other than a FATCA Deduction), forward to the Lender official receipts and any other documentary receipts and any other documentary evidence reasonably required by the
      Lender in respect of the payment

  
    35

    
      


  

  

  

  made or to be made of any deduction or withholding or Governmental Withholding (other than a FATCA
      Deduction).  The obligations of the Borrower under this provision shall, subject to applicable law, remain in force notwithstanding the repayment of the Loan and the payment of all interest due thereon pursuant to the provisions of this Agreement.

  
    
      	6.7	
              Loan account

            


    

  

  The Lender shall maintain, in accordance with its usual practice, a separate loan account evidencing
      the amounts from time to time lent by, owing to and paid to it under the Security Documents.  All sums advanced by the Lender to the Borrower under this Agreement and all interest accrued thereon and all other amounts due under this Agreement from
      time to time and all repayments and/or payments thereof shall be debited and credited respectively to such loan account.  The Lender may, however, in accordance with its usual practices or for its accounting needs, maintain more than one account,
      consolidate or separate them but all such accounts shall be considered parts of one single loan account maintained under this Agreement.  Such account shall, in the absence of manifest error, be conclusive as to the amount from time to time owing by
      the Borrower under the Security Documents.  In case that a ship mortgage in the form of Account Current is granted as security under this Agreement, the account(s) referred to in this Clause shall be the Account Current referred to in such mortgage.

  
    
      	7.	
              REPRESENTATIONS AND WARRANTIES

            


    

  

  
    
      	7.1	
              Representations and warranties

            


    

  

  The Borrower represents and warrants to the Lender that:

  
    
      	

            	(a)	
              Due Incorporation/Valid Existence:  each of the Borrower and the
                  other corporate Security Parties is duly incorporated and validly existing and in good standing under the laws of their respective countries of incorporation, and have power to own their respective property and assets, to carry on their
                  respective business as the same are now being lawfully conducted and to purchase, own, finance and operate vessels, or, as the case may be, manage vessels, as well as to undertake the obligations which they have undertaken or shall
                  undertake pursuant to the Finance Documents;

            


    

  

  
    
      	

            	(b)	
              Due Corporate Authority:  the Borrower and the other corporate
                  Security Parties has power to execute, deliver and perform its obligations under the Underlying Documents to which it is or is to be a party, the Finance Documents to which it is a party and to borrow the Commitment under this Agreement
                  and to make all the payments contemplated by, and to comply with, those Finance Documents to which it is or is to be a party, and each of the corporate Security Parties has power to execute and deliver and perform its obligations under
                  the Underlying Documents to which it is or is to be a party and the Finance Documents to which it is or is to be a party; all necessary corporate, shareholder and other action has been taken to authorise

            


    

  

  
    36

    
      


  

  

  

  the execution, delivery and performance of the same and no limitation on the powers of the Borrower to
      borrow will be exceeded as a result of borrowing the Loan;

  
    
      	

            	(c)	
              Binding obligations:  the Finance Documents and the Underlying Documents constitute (or upon their execution - and in the case of any Mortgage upon its
                  registration at the Registry - will constitute) valid and legally binding obligations of the relevant Security Parties enforceable against the Borrower and the other Security Parties in accordance with their respective terms and that
                  there are no other agreements or arrangements which may adversely affect or conflict with the Finance Documents or the security thereby created;

            


    

  

  
    
      	

            	(d)	
              No conflict with other obligations:  the execution and delivery of, the performance of their obligations under, and compliance with the provisions of,
                  the Finance Documents and the Underlying Documents by the relevant Security Parties will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which the Borrower or any other
                  Security Party is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which the Borrower or any other Security Party is a party or is subject or
                  by which it or any of its property is bound, (iii) contravene or conflict with any provision of the constitutional documents of the Borrower or any other Security Party or (iv) result in the creation or imposition of or oblige the
                  Borrower or any other Security Party to create any Encumbrance (other than a Permitted Encumbrance) on any of the undertakings, assets, rights or revenues of the Borrower or any other Security Party;

            


    

  

  
    
      	

            	(e)	
              No litigation:  no litigation or arbitration, tax claim or administrative proceeding (including action relating to any alleged or actual breach of the
                  ISM Code and the ISPS Code) relating to sums exceeding Three hundred thousand Dollars ($300,000) involving a potential liability of the Borrower or any other Security Party is current or pending or (to its or its officers' knowledge)
                  threatened against the Borrower or such other Security Party, which, if adversely determined, would have a material adverse effect on the business, position, profitability, assets or the financial condition of any of them;

            


    

  

  
    
      	

            	(f)	
              No Notarisation/Filing/Recording:  to the best of the Borrower's knowledge, save for the registration of the Collateral Mortgage at the Registry, it is
                  not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Finance Documents and the Underlying Documents that they or any other instrument be notarised, filed, recorded, registered or
                  enrolled in any court, public office or elsewhere in any Relevant Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Relevant Jurisdiction on or in relation to the Finance Documents and the Underlying
                  Documents and each of the Finance Documents and the Underlying Documents is in proper form for its enforcement in the courts of

                

            


    

  

  
    37

    
      


  

  

  

  each Relevant Jurisdiction;

  
    
      	

            	(g)	
              Choice of law:  to the best of the Borrower's knowledge, the choice of law agreed to govern this Agreement and/or any other Finance Document and the
                  submission to the jurisdiction of the courts agreed in each of the Finance Documents are or will be, on execution of the respective Finance Documents, valid and binding on the Borrower and any other Security Party which is or is to be a
                  party thereto;

            


    

  

  
    
      	

            	(h)	
              No immunity:  neither the Borrower nor any other Security Party nor any of their respective assets is entitled to immunity on the grounds of sovereignty
                  or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgement, execution or other enforcement);

            


    

  

  
    
      	

            	(i)	
              Shipping Company:  each of the Borrower, the Collateral Owner and the Managers is a shipping company involved in the owning or, as the case may be,
                  managing of ships engaged in international voyages and earning profits in free foreign currency;

            


    

  

  
    
      	

            	(j)	
              Licences/Authorisation:  every consent, authorisation, license or approval of, or registration with or declaration to, governmental or public bodies or
                  authorities or courts required by any Security Party to authorise, or required by any Security Party in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of each of the Finance Documents and
                  the Underlying Documents or the performance by each Security Party of its obligations under the Finance Documents and the Underlying Documents to which such Security Party is or is to be a party has been obtained or made and is in full
                  force and effect and there has been no default in the observance of any of the conditions or restrictions (if any) imposed in, or in connection with, any of the same so far as the Borrower is aware;

            


    

  

  
    
      	

            	(k)	
              Perfected Securities:  when duly executed, the Finance Documents will create a perfected security interest in favour of the Lender, with the intended
                  priority, over the assets and revenues intended to be covered, valid and enforceable against the Borrower and the other Security Parties;

            


    

  

  
    
      	

            	(l)	
              Sanctions:

            


    

  

  
    
      	

            	(i)	
              neither any Security Party nor any other member of the Group:

            


    

  

  
    
      	

            	a)	
              is a Sanctions Restricted Person;

            


    

  

  
    
      	

            	b)	
              owns or controls directly or indirectly a Sanctions Restricted Person or is controlled or owned by a Sanction Restricted Person; or

            


    

  

  
    
      	

            	c)	
              has a Sanctions Restricted Person serving as a director, officer or, to the best of its knowledge, employee; and

            


    

  

  
    38

    
      


  

  

  

  
    
      	

            	(ii)	
              no proceeds of the Loan shall be made available, directly or to the knowledge of the Security Parties, or any of them (after reasonable enquiry) indirectly, to
                  or for the benefit of a Sanctions Restricted Person contrary to Sanctions or for transactions in a Sanctions Restricted Jurisdiction nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by
                  Sanctions;

            


    

  

  
    
      	

            	(m)	
              Direct obligations - Pari Passu:  the obligations of the Borrower
                  under this Agreement are direct, general and unconditional obligations of the Borrower and rank at least pari passu with all other present and future unsecured and unsubordinated Financial Indebtedness of the Borrower (with the exception
                  of any obligations which are mandatorily preferred by law and not by contract);

            


    

  

  
    
      	

            	(n)	
              No default under other Financial Indebtedness:  neither the Borrower
                  nor any other Security Party is (nor would with the giving of notice or lapse of time or the satisfaction of any other condition or combination thereof be) in breach of or in default under any agreement relating to Financial Indebtedness
                  to which it is a party or by which it may be bound;

            


    

  

  
    
      	

            	(o)	
              Information:  all information, accounts, statements of financial
                  position, exhibits and reports furnished by or on behalf of any Security Party to the Lender in connection with the negotiation and preparation of this Agreement and each of the other Finance Documents are true and accurate in all
                  material respects and not misleading, do not omit material facts and all reasonable enquiries have been made to verify the facts and statements contained therein; to the best knowledge of the Directors/Officers or shareholders of the
                  Borrower, there are no other facts the omission of which would make any fact or statement therein misleading and, in the case of accounts and statements of financial position, they have been prepared in accordance with generally accepted
                  accounting principles which have been consistently applied;

            


    

  

  
    
      	

            	(p)	
              No Taxes:  no Taxes are imposed by deduction, withholding or
                  otherwise on any payment to be made by any Security Party under this Agreement and/or any other of the Finance Documents and/or the Underlying Documents or are imposed on or by virtue of the execution or delivery of this Agreement and/or
                  any other of the Finance Documents and/or the Underlying Documents or any document or instrument to be executed or delivered hereunder or thereunder.  In case that any Tax exists now or will be imposed in the future, such Tax will be
                  borne by the Borrower;

            


    

  

  
    
      	

            	(q)	
              No Default:  no Default has occurred and is continuing;

            


    

  

  
    
      	

            	(r)	
              No Default under other Financial Indebtedness:  the Borrower has not
                  been declared in default under any agreement relating to Financial Indebtedness to which it is a party or by which it may be bound;

            


    

  

  
    39

    
      


  

  

  

  
    
      	

            	(s)	
              No Default under the Contract or the Refund Guarantee:  the Borrower
                  is not in default of any of its obligations under the Contract or any of its obligations upon the performance or observance of which depend the continued liability of the Refund Guarantor in accordance with the terms of the Refund
                  Guarantee;

            


    

  

  
    
      	

            	(t)	
              No Encumbrance in respect of Pre-Delivery security:  the Borrower has
                  not previously charged, encumbered or assigned the benefit of any of its rights, title and interest in or to the Contract or the Refund Guarantee and such benefit and all such rights, title and interest are freely assignable and
                  chargeable in the manner contemplated by the Finance Documents;

            


    

  

  
    
      	

            	(u)	
              Ownership/Flag/Seaworthiness/Class/Insurance of the Collateral Vessel: 



                  the Collateral Vessel is and will on the first Drawdown Date and throughout the Security Period be:

            


    

  

  
    
      	

            	(i)	
              in the absolute and free from Encumbrances (other than in favour of the Lender) ownership of the Collateral Owner, who is and will on the first Drawdown Date
                  and throughout the Security Period be the sole legal and beneficial owner of the Collateral Vessel;

            


    

  

  
    
      	

            	(ii)	
              registered in the name of the Collateral Owner through the Registry under the laws and flag of the Flag State;

            


    

  

  
    
      	

            	(iii)	
              operationally seaworthy and in every way fit for service; and

            


    

  

  
    
      	

            	(iv)	
              classed with the Classification free of all notations, requirements and recommendations of the Classification Society;

            


    

  

  
    
      	

            	(v)	
              insured in accordance with the provisions of this Agreement and the Collateral Mortgage;

            


    

  

  
    
      	

            	(vi)	
              managed by the Managers; and

            


    

  

  
    
      	

            	(vii)	
              in full compliance with the ISM and the ISPS Code;

            


    

  

  
    
      	

            	(v)	
              Collateral Vessel's employment:  unless otherwise permitted in
                  writing by the Lender, the Collateral Vessel is not and will not, on or before the first Drawdown Date, be subject to any charter or contract or to any agreement to enter into any charter or contract which, if entered into after the date
                  of signing the Security Documents would have required the consent of the Lender and, on or before such Drawdown Date, there will not be any agreement or arrangement whereby the Earnings may be shared with any other person;

            


    

  

  
    
      	

            	(w)	
              Freedom from Encumbrances:  neither the Collateral Vessel, nor her
                  Earnings, Insurances nor the Earnings Account nor any other properties or rights which are, or are to be, the subject of any of the Security Documents nor any part thereof will be, on each Drawdown Date, subject to any Encumbrances other

            


    

  

  
    40

    
      


  

  

  

  than Permitted Encumbrances or otherwise permitted by the Security Documents;

  
    
      	

            	(x)	
              Compliance with Environmental Laws and Environmental Approvals: 
                  except as may already have been disclosed by the Borrower in writing to, and acknowledged in writing by, the Lender:

            


    

  

  
    
      	

            	(i)	
              the Collateral Owner, the Managers and their Related Companies and, to the best of the Borrower's knowledge and belief (having made due enquiry), their
                  respective Environmental Affiliates have complied with the provisions of all Environmental Laws;

            


    

  

  
    
      	

            	(ii)	
              the Collateral Owner, the Managers and their Related Companies and, to the best of the Collateral Owner's knowledge and belief (having made due enquiry), their
                  respective Environmental Affiliates have obtained all Environmental Approvals and are in compliance with all such Environmental Approvals; and

            


    

  

  
    
      	

            	(iii)	
              neither the Collateral Owner nor the Managers (or either of them) nor, to the best of the Collateral Owner's knowledge and belief (having made due enquiry), any
                  of their respective Environmental Affiliates has received notice of any Environmental Claim that the Collateral Owner or any other Relevant Party or any such Environmental Affiliate is not in compliance with any Environmental Law or any
                  Environmental Approval;

            


    

  

  
    
      	

            	(y)	
              No Environmental Claims:  except as may already have been disclosed
                  by the Borrower in writing to, and acknowledged in writing by, the Lender:

            


    

  

  
    
      	

            	(i)	
              there is no Environmental Claim pending or, to the best of the Borrower's knowledge and belief, threatened against the Collateral Owner or the Collateral Vessel
                  or their respective Environmental Affiliates/Related Companies or any other Relevant Ship; and

            


    

  

  
    
      	

            	(ii)	
              there has been no emission, spill, release or discharge of a Material of Environmental Concern from the Collateral Vessel or any other Relevant Ship or any
                  vessel owned by, managed or crewed by or chartered to the Collateral Owner which could give rise to an Environmental Claim;

            


    

  

  
    
      	

            	(z)	
              No potential Environmental Claims:  except as may already have been
                  disclosed by the Borrower in writing to, and acknowledged in writing by, the Lender, there has been no emission, spill, release or discharge of a Material of Environmental Concern from the Collateral Vessel which could give rise to an
                  Environmental Claim;

            


    

  

  
    
      	

            	(aa)	
              No material adverse change:  there has been no material adverse
                  change in the financial position of the Borrower or the Group from that described by the

            


    

  

  
    41

    
      


  

  

  

  Borrower to the Lender in the negotiation of this Agreement;

  
    
      	

            	(bb)	
              Originals and copies true and complete:  the copies of each of the
                  Underlying Documents delivered or to be delivered to the Lender pursuant to Clause 9.1 (Documents and evidence) are, or will when delivered be, true and complete copies of such documents;
                  each such document will when delivered constitute valid and binding obligations of the parties thereto enforceable in accordance with its terms and there will have been no amendments or variations thereof or defaults thereunder;

            


    

  

  
    
      	

            	(cc)	
              Compliance with the ISM code:  the Collateral Vessel will comply on
                  the Drawdown Date and the Operator complies with the requirements of the ISM Code and the SMC which has been or, as the case may be, shall be issued in respect of the Collateral Vessel and shall remain valid on the Drawdown Date and
                  thereafter throughout the Security Period;

            


    

  

  
    
      	

            	(dd)	
              Compliance with ISPS Code:  the Collateral Owner has a valid and
                  current ISSC in respect of the Collateral Vessel and is in full compliance with the ISPS Code;

            


    

  

  
    
      	

            	(ee)	
              No US Tax Obligor:  Neither the Borrower nor any Security Party is a
                  US Tax Obligor;

            


    

  

  
    
      	

            	(ff)	
              Shareholding:  the shares in each of the Borrower, the Corporate
                  Guarantor and the Collateral Owner are legally and ultimately beneficially owned by such person or persons as disclosed to and approved by the Lender in the negotiation of this Agreement;

            


    

  

  
    
      	

            	(gg)	
              Taxes paid:  the Collateral Owner has paid all taxes applicable to,
                  or imposed on or in relation to itself, its business or the Collateral Vessel;

            


    

  

  
    
      	

            	(hh)	
              Contract Valid:  the copy of the Contract delivered to the Lender
                  concerning the purchase of the Collateral Vessel is a true and complete copy of such document constituting valid and binding obligations of the parties thereto enforceable in accordance with its terms and no amendments thereto or
                  variations thereof will be agreed nor will any action be taken by the parties thereto which would in any way render such document inoperative or unenforceable;

            


    

  

  
    
      	

            	(ii)	
              No Rebates:  there are and there will be no commissions, rebates,
                  premiums or other payments by or to or on account of the Borrower, any other Security Party or, to the knowledge of the Borrower, any other person in connection with the Contract other than as disclosed to the Lender by the Borrower in
                  writing.

            


    

  

  
    
      	7.2	
              Money laundering - acting for own account

            


    

  

  The Borrower represents and warrants and confirms that it is the beneficiary of the Loan made or to be
      made available to it and it will promptly inform the Lender by

  
    42

    
      


  

  

  

  written notice if it is not, or ceases to be, the beneficiary and notify the Lender in writing of the
      name and the address of the new beneficiary/beneficiaries; the Borrower is aware that under applicable money laundering provisions, it has an obligation to state for whose account the Loan is obtained; the Borrower confirms that, by entering into
      this Agreement and the other Finance Documents, it is acting on its own behalf and for its own account and it is obtaining the Loan for its own account.  In relation to the borrowing by the Borrower of the Loan, the performance and discharge of its
      obligations and liabilities under this Agreement or any of the other Finance Documents and the transactions and other arrangements effected or contemplated by this Agreement or any of the Documents to which the Borrower is a party, it is acting for
      its own account and that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat "money laundering" (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Community).

  
    
      	7.3	
              Representations Correct

            


    

  

  At the time of entering into this Agreement all above representations and warranties or any other
      information given by the Borrower and/or any other Security Party to the Lender are true and accurate.

  
    
      	7.4	
              Repetition of Representations and Warranties.

            


    

  

  The representations and warranties in this Clause 7 shall be deemed to be repeated by the Borrower on
      the Drawdown Date and on each Interest Payment Date throughout the Security Period as if made with reference to the facts and circumstances existing on each such day.

  
    
      	8.	
              UNDERTAKINGS

            


    

  

  
    
      	8.1	
              General

            


    

  

  The Borrower hereby undertakes with the Lender that, from the date of this Agreement and as long as any
      moneys are due and/or owing and/or outstanding under this Agreement or any of the other Finance Documents and until the full and complete payment and discharge of the Outstanding Indebtedness, the Borrower will:

  
    
      	

            	(a)	
              Notice on adverse change or Default:  immediately inform the Lender upon becoming aware of any occurrence which might adversely affect the ability of any
                  Security Party to perform its obligations under any of the Finance Documents and, without limiting the generality of the foregoing, will inform the Lender of any Default forthwith upon becoming aware thereof and will from time to time, if
                  so requested by the Lender, confirm to the Lender in writing that, save as otherwise stated in such confirmation, no Default has occurred and is continuing;

            


    

  

  
    
      	

            	(b)	
              Consents and licenses:  without prejudice to Clause 7 (Representations
                      and

            


    

  

  
    43

    
      


  

  

  

  warranties)
      and Clause 9 (Conditions precedent), obtain or cause to be obtained, maintain in full force and effect and comply in all material respects
      with the conditions and restrictions (if any) imposed in, or in connection with, every consent, authorisation, license or approval of governmental or public bodies or authorities or courts and do or cause to be done, all other acts and things which
      may from time to time be necessary or desirable under applicable law for the continued due performance of all the obligations of the Security Parties under each of the Finance Documents;

  
    
      	

            	(c)	
              Use of Loan proceeds:  use the Loan exclusively for the purposes
                  specified in Clause 1.1 (Amount and Purpose);

            


    

  

  
    
      	

            	(d)	
              Pan passu:  ensure that its obligations under this Agreement shall,
                  without prejudice to the provisions of this Clause 8.1, at all times rank at least pari passu with all its other present and future unsecured and unsubordinated Financial Indebtedness with the exception of any obligations which are
                  mandatorily preferred by law and not by contract;

            


    

  

  
    
      	

            	(e)	
              Financial statements-Compliance Certificate:  The Borrower shall
                  procure that the Corporate Guarantor and the Collateral Owner shall fully comply with their respective obligations under the Existing Loan Agreement and the corporate guarantee granted by Top Ships in security of the obligations of the
                  Collateral Owner under the Existing Loan Agreement and in particular, without limitation, with their respective obligations under Clause 8.1(e) (Financial statements-Compliance Certificate) and Clause 16.11(d) (Financial covenants-Compliance Certificate)
                  of the Existing Loan Agreement;

            


    

  

  
    
      	

            	(f)	
              Provision of further information:  promptly, when requested, provide
                  the Lender with such financial and other information and accounts relating to the business, undertaking, assets, liabilities, revenues, financial condition or affairs of any Security Party and such other further general information
                  relating to any Security Party as the Lender from time to time may reasonably require;

            


    

  

  
    
      	

            	(g)	
              Financial Information:  provide the Lender from time to time as the
                  Lender may reasonably request with information on all major financial developments of the Borrower, the Collateral Owner and the Group, such as sales and/or purchases of vessels, new loans, refinancing restructuring of existing loans,
                  contracts for term employments of vessels within the group of companies owned and/or controlled by the same persons who own/control the Borrower, the financial condition, actual and projected for the following 12 month period, cash flow
                  position, commitments and operations of the Borrower including cash flow analysis and voyage accounts of the Collateral Vessel with a breakdown of income and running expenses showing net trading profit, trade payables and trade
                  receivables such financial details to be certified by an authorized signatory of the Borrower as to their correctness;

            


    

  

  
    44

    
      


  

  

  

  
    
      	

            	(h)	
              Information on the employment of the Collateral Vessel:  provide the
                  Lender from time to time as the Lender may request with information on the employment of the Collateral Vessel, as well as on the terms and conditions of any charterparty, contract of affreightment, agreement or related document in
                  respect of the employment of the Collateral Vessel; such information to be certified by one of the directors of the Borrower as to their correctness;

            


    

  

  
    
      	

            	(i)	
              Banking operations:  ensure that all banking operations in connection
                  with the Collateral Vessel are carried out through the Lending Office of the Lender;

            


    

  

  
    
      	

            	(j)	
              Legal title:  hold the legal title to, and own the entire beneficial
                  interest in the Collateral Vessel, its Insurances and Earnings, free from all Encumbrances 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;

            


    

  

  
    
      	

            	(k)	
              Subordination:  ensure that all Financial Indebtedness of the
                  Borrower to its shareholders, or to any of its Related Companies is fully subordinated to the rights of the Lender under the Finance Documents, in a form acceptable to the Lender, and to subordinate to the rights of the Lender under the
                  Finance Documents any Financial Indebtedness issued to it by its shareholders, or to any of its Related Companies, in a form acceptable to the Lender;

            


    

  

  
    
      	

            	(l)	
              Obligations under Finance Documents:  duly and punctually perform
                  each of the obligations expressed to be assumed by it under the Finance Documents to which it is a party;

            


    

  

  
    
      	

            	(m)	
              Payment on demand:  pay to the Lender on demand any sum of money
                  which is payable by the Borrower to the Lender under this Agreement but in respect of which it is not specified in any other Clause when it is due and payable;

            


    

  

  
    
      	

            	(n)	
              Compliance with Laws and Regulations:  to comply, or procure
                  compliance with all laws or regulations relating to the Collateral Owner and/or the Collateral Vessel, its ownership, operation and management or to the business of the Borrower and cause this Agreement and the other Finance Documents to
                  comply with and satisfy all the requirements and formalities established by the applicable laws to perfect this Agreement and the other Finance Documents as valid and enforceable Finance Documents;

            


    

  

  
    
      	

            	(o)	
              Compliance with ISM Code:  procure that each Manager and any
                  Operator:

            


    

  

  
    
      	

            	(i)	
              will comply with and ensure that the Collateral Vessel and any Operator by no later than the Drawdown Date complies with the requirements of the ISM Code,
                  including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto throughout the Security Period;

            


    

  

  
    45

    
      


  

  

  

  
    
      	

            	(ii)	
              immediately inform the Lender if there is any threatened or actual withdrawal of the Borrower's, either Manager's or an Operator's DOC or the SMC in respect of
                  the Collateral Vessel; and

            


    

  

  
    
      	

            	(iii)	
              promptly inform the Lender upon the issue to the Borrower, either Manager or any Operator of a DOC and to the Collateral Vessel of an SMC or the receipt by the
                  Borrower, the Managers (or either of them) or any Operator of notification that its application for the same has been realised;

            


    

  

  
    
      	

            	(p)	
              Compliance with ISPS Code:  procure that each Manager or any Operator
                  will:

            


    

  

  
    
      	

            	(i)	
              maintain at all times a valid and current ISSC in respect of the Collateral Vessel;

            


    

  

  
    
      	

            	(ii)	
              immediately notify the Lender in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC in respect of the
                  Collateral Vessel; and

            


    

  

  
    
      	

            	(iii)	
              procure that the Collateral Vessel will comply at all times with the ISPS Code in every respect;

            


    

  

  
    
      	

            	(q)	
              Maintenance of Encumbrances:

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(ii)	
              without limiting the generality of paragraph (i) above, at its own cost, promptly register, file, record or enrol any Finance Document with any court or
                  authority in all Relevant Jurisdictions, pay any stamp, registration or similar tax in all Relevant Jurisdictions in respect of any Finance Document, give any notice or take any other step which may be 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 Encumbrance which it creates;

            


    

  

  
    
      	

            	(r)	
              Inspections/Surveys:  at any time that the Lender might consider to
                  be necessary or useful, have the Collateral Vessel inspected and/or surveyed at the expense of the Borrower by surveyors and/or inspectors appointed by the Lender and the Borrower hereby duly authorises the Lender to review the insurance
                  and operating records of the Borrower, provided that all such inspections and surveys will not interfere with the smooth operation of the Collateral Vessel;

            


    

  

  
    
      	

            	(s)	
              Notification of litigation:  provide the Lender with details of any
                  legal or administrative action involving the Borrower, any Security Party, the Managers, the Collateral Vessel, her Earnings or her Insurances as soon as

            


    

  

  
    46

    
      


  

  

  

  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.

  
    
      	

            	(t)	
              Principal place of business:  maintain its place of business, and
                  keep its corporate documents and records, at the address notified to the Lender at the negotiation of this Agreement and 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 of America but in case of a change of its place of business such change should not be unreasonably denied;

            


    

  

  
    
      	

            	(u)	
              Compliance with Covenants:  duly and punctually perform all
                  obligations under this Agreement and the other Finance Documents; and

            


    

  

  
    
      	

            	(v)	
              No US Tax Obligor:  procure that, unless otherwise agreed by the
                  Lender, no Security Party shall become a US Tax Obligor.

            


    

  

  
    
      	8.2	
              Negative undertakings

            


    

  

  The Borrower hereby undertakes with the Lender that, from the date of this Agreement and so long as any
      moneys are owing under the Finance Documents (or any of them) and until the full and complete payment and discharge of the Outstanding Indebtedness, it will not, without
          the prior written consent of the Lender:

  
    
      	

            	(a)	
              Negative pledge:  permit any Encumbrance (other than a Permitted
                  Encumbrance) to subsist, arise or be created or extended over all or any part of its present or future undertakings, assets, rights or revenues to secure or prefer any present or future Financial Indebtedness or other liability or
                  obligation of the Borrower or any other person;

            


    

  

  
    
      	

            	(b)	
              No further Financial Indebtedness:  incur any further Financial
                  Indebtedness nor authorise or accept any capital commitments nor enter into any agreement for payment on deferred terms or hire agreement;

            


    

  

  
    
      	

            	(c)	
              No merger:  merge or consolidate with any other person;

            


    

  

  
    
      	

            	(d)	
              No Disposals:

            


    

  

  
    
      	

            	(i)	
              sell, transfer, abandon, lend, lease or otherwise dispose of or cease to exercise direct control over any part (being, either alone or when aggregated with all
                  other disposals falling to be taken into account pursuant to this Clause 8.2(d), material in the opinion of the Lender in relation to the undertakings, assets, rights and revenues of the Borrower) of its present or future undertaking,
                  assets, rights or revenues (otherwise than by transfers, sales or disposals for full consideration in the ordinary course of trading) whether by one or a series of transactions related or not;

            


    

  

  
    47

    
      


  

  

  

  
    
      	

            	(ii)	
              transfer, lease or otherwise dispose of 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;

            


    

  

  
    
      	

            	(e)	
              No other business:  undertake any type of business other than the
                  construction of the Newbuilding Vessel;

            


    

  

  
    
      	

            	(f)	
              No investments:  make any investments in any person, asset, firm,
                  corporation, joint venture or other entity;

            


    

  

  
    
      	

            	(g)	
              No acquisitions:  acquire any further assets other than the
                  Newbuilding Vessel and rights arising under contracts entered into by or on behalf of the Borrower in the ordinary course of its current business of constructing the Newbuilding Vessel;

            


    

  

  
    
      	

            	(h)	
              No other obligations:  incur any liability or obligations except
                  liabilities and obligations arising under the Finance Documents or contracts entered into in the ordinary course of its business of constructing the Newbuilding Vessel;

            


    

  

  
    
      	

            	(i)	
              No borrowing:  incur any Borrowed Money except for Borrowed Money
                  pursuant to the Finance Documents;

            


    

  

  
    
      	

            	(j)	
              No repayment of borrowings:  repay the principal of, or pay interest
                  on or any other sum in connection with, any of its Borrowed Money except for Borrowed Money pursuant to the Finance Documents;

            


    

  

  
    
      	

            	(k)	
              No Payments:  except pursuant to this Agreement and the other Finance
                  Documents (and then only to the extent expressly permitted by the same) pay out any funds to any company or person except in connection with its administration and the construction of the Newbuilding Vessel;

            


    

  

  
    
      	

            	(l)	
              No guarantees:  issue any guarantees or indemnities or otherwise
                  become directly or contingently liable for the obligations of any person, firm, or corporation except pursuant to the Finance Documents;

            


    

  

  
    
      	

            	(m)	
              No Loans:  make any loans or advances to, or any investments in any
                  person, firm, corporation, joint venture or other entity including (without limitation) any loan or advance or grant any credit (save for normal trade credit in the ordinary course of business) to any officer, director, stockholder or
                  employee or any other company managed by the Managers (or either of them) directly or through the Managers (or either of them) or agree to do so;

            


    

  

  
    
      	

            	(n)	
              No securities:  permit any Financial Indebtedness of the Borrower to
                  any person (other than the Lender) to be guaranteed by any person;

            


    

  

  
    
      	

            	(o)	
              No distributions:  declare or pay any dividends or distribute any of
                  its present or future assets, undertakings, rights or revenues (which are all assigned to the Lender) to any of its shareholders;

            


    

  

  
    48

    
      


  

  

  

  
    
      	

            	(p)	
              No subsidiaries:  form or acquire any Subsidiaries;

            


    

  

  
    
      	

            	(q)	
              Maintenance of Business Structure:  change the nature, organisation
                  and conduct of the business of the Borrower as prospective owner of the Newbuilding Vessel or carry on any business other than the business carried on at the date of this Agreement;

            


    

  

  
    
      	

            	(r)	
              Maintenance of Legal Structure:  permit that any of the documents
                  defining the constitution of the Borrower shall be materially (in the Lender's opinion) altered in any manner whatsoever;

            


    

  

  
    
      	

            	(s)	
              No Encumbrance of Assets:  allow any part of its undertaking,
                  property, assets or rights, whether present or future, to be mortgaged, charged, pledged, used as a lien or otherwise encumbered without the prior written consent of the Lender; and

            


    

  

  
    
      	

            	(t)	
              Control:  ensure that no change shall be made directly or indirectly
                  in the ownership, beneficial ownership, control or management of the Borrower, the Corporate Guarantors and the Managers or of the Vessels or any share therein from that disclosed to the Lender at the negotiation of this Agreement, Provided however that in the case of Top Ships no change shall be made directly or indirectly in the legal ownership, ultimate beneficial ownership and
                  control of Top Ships as a result of which members of the Evangelos Pistiolis family shall hold, directly or indirectly, less than 40% of the entire issued and outstanding shares/stock of Top Ships.

            


    

  

  
    
      	8.3	
              Undertakings concerning the Collateral Vessel

            


    

  

  The Borrower shall procure that the provisions of Clause 8.3 (Undertakings concerning the Collateral Vessel) of the Existing Loan Agreement shall apply to this Agreement as if they were expressly incorporated herein with any
      necessary modifications and shall ensure that same are fully complied with by the Collateral Owner.

  
    
      	8.4	
              Negative undertakings in respect of the Collateral Vessel. 



                  The Borrower shall procure that the provisions of Clause 8.4 (Negative undertakings in respect of the Collateral Vessel) of the
                  Existing Loan Agreement shall apply to this Agreement as if they were expressly incorporated herein with any necessary modifications and shall ensure that same are fully complied with by the Collateral Owner.

            


    

  

  
    
      	8.5	
              Validity of Securities - Earnings - Taxes etc.

            


    

  

  The Borrower undertakes with the Lender that, from the date of this Agreement and throughout the
      Security Period, it, it will:

  
    
      	

            	(a)	
              Validity:  ensure and procure that all governmental or other consents
                  required by law and/or any other steps required for the validity, enforceability and legality of this Agreement and the other Finance Documents are maintained in full force and effect and/or appropriately taken;

            


    

  

  
    49

    
      


  

  

  

  
    
      	

            	(b)	
              Earnings:  ensure and procure that, unless and until directed by the
                  Lender otherwise (i) all the Earnings of the Collateral Vessel shall be paid to the Earnings Account and (ii) the persons from whom the Earnings are from time to time due are irrevocably instructed to pay them to the said Earnings Account
                  or to such account in the name of the Collateral Owner as shall be from time to time determined by the Lender in accordance with the provisions hereof and of the relevant Security Documents;

            


    

  

  
    
      	

            	(c)	
              Taxes:  pay all Taxes, assessments and other governmental charges
                  when the same fall due, except to the extent that the same are being contested in good faith by appropriate proceedings and adequate reserves have been set aside for their payment if such proceedings fail;

            


    

  

  
    
      	

            	(d)	
              Additional Documents:  from time to time at the request of the Lender
                  execute and deliver to the Lender or procure the execution and delivery to the Lender of all such documents as shall be deemed desirable at the reasonable discretion of the Lender for giving full effect to this Agreement, and for
                  perfecting, protecting the value of or enforcing any rights or securities granted to the Lender under any one or more of the provisions of this Agreement, the other Finance Documents and any other documents executed pursuant hereto or
                  thereto and in case that any conditions precedent (with the Lender's consent) have not been fulfilled prior to the Drawdown Date, such conditions shall be complied with within five (5) Banking Days after the Lender's written request
                  (unless the Lender agrees otherwise in writing) and failure to comply with this covenant shall be an Event of Default.

            


    

  

  
    
      	8.6	
              Sanctions

            


    

  

  
    
      	

            	(a)	
              Without limiting Clause 8.7 (Compliance with laws etc.),



                  the Borrower hereby undertakes with the Lender that, from the date of this Agreement and until the date that the Outstanding Indebtedness is paid in full, it shall ensure that the Collateral Vessel:

            


    

  

  
    
      	

            	(i)	
              will not be used by or for the benefit of a Sanctions Restricted Person contrary to Sanctions; and/or

            


    

  

  
    
      	

            	(ii)	
              will not be used in trading in any Sanctions Restricted Jurisdiction or in any manner contrary to Sanctions; and/or

            


    

  

  
    
      	

            	(iii)	
              will not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances.

            


    

  

  
    
      	

            	(b)	
              Each Borrower shall:

            


    

  

  
    
      	

            	(i)	
              not directly or to its knowledge (after reasonable enquiry) indirectly use or permit to be used all or any part of the proceeds of the Loan, or lend, contribute
                  or otherwise make available such proceeds directly or

            


    

  

  
    50

    
      


  

  

  

  to its knowledge (after reasonable enquiry) indirectly, to any person or entity (i) to finance or
      facilitate any activity or transaction of or with any Sanctions Restricted Person contrary to Sanctions or in any Sanctions Restricted Country, or (ii) in any other manner that would result in a violation of any Sanctions by any Party;

  
    
      	

            	(ii)	
              shall not fund all or part of any payment under the Loan out of proceeds derived directly or to its knowledge (after reasonable enquiry) indirectly from any
                  activity or transaction with a Sanctions Restricted Person contrary to Sanctions or in a Sanctions Restricted Jurisdiction or which would otherwise cause any party to be in breach of any Sanctions; and

            


    

  

  
    
      	

            	(iii)	
              procure that no proceeds to its knowledge (after reasonable enquiry) from activities or business with a Sanctions Restricted Person contrary to Sanctions or in
                  a Sanctions Restricted Jurisdiction are credited to the its account maintained with the Lender.

            


    

  

  
    
      	8.7	
              Compliance with laws etc.

            


    

  

  The Borrower shall:

  
    
      	

            	(a)	
              comply, or procure compliance with all laws or regulations by the relevant Security Party:

            


    

  

  
    
      	

            	(i)	
              relating to its respective business generally; and

            


    

  

  
    
      	

            	(ii)	
              relating to the Collateral Vessel, its ownership, employment, operation, management and registration including, but not limited to, the ISM Code, the ISPS Code,
                  all Environmental Laws and the laws of the Flag State; and

            


    

  

  
    
      	

            	(iii)	
              all Sanctions;

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(c)	
              without limiting paragraph (a) above, will procure that the Collateral Vessel not to be employed nor be allowed its employment, operation or management in any
                  manner contrary to any law or regulation including, but not limited to, the ISM Code, the ISPS Code and all Environmental Laws which has or is likely to have a material adverse effect on the business, position, profitability, assets or
                  the financial condition of any of the Security Parties and Sanctions.

            


    

  

  
    
      	8.8	
              Covenants for the Securities Parties

            


    

  

  The Borrower hereby undertakes with the Lender that, from the date of this Agreement and so long as any
      moneys are owing under the Finance Documents and

  
    51

    
      


  

  

  

  while all or any part of the Commitment remains outstanding, it will ensure and procure that all other
      Security Parties (other than the Managers, except where appropriate in their capacity as Manager) and each of them duly and punctually comply, with the covenants in Clause 8 (Covenants) which are applicable to them mutatis mutandis.

  
    
      	8.9	
              No security or lien from other person

            


    

  

  The Borrower has not taken or received, and the Borrower undertakes that until all moneys, obligations
      and liabilities due, owing or incurred by the Borrower under this Agreement and the Security Documents have been paid in full, it will not take or receive, any security or lien from any other person liable or for any liability whatsoever.

  
    
      	8.10	
              Stock-holding

            


    

  

  The Borrower shall ensure that throughout the Security Period 100% of the shares of the Borrower shall
      be directly or indirectly held by persons disclosed to the Lender on the date hereof.

  
    
      	8.11	
              Know your customer and money laundering compliance

            


    

  

  The Borrower hereby undertakes with the Lender that, from the date of this Agreement and so long as any
      moneys are owing under the Finance Documents and while all or any part of the Commitment remains outstanding, it will provide the Lender, or procure the provision of, such documentation and other evidence as the Lender shall from time to time
      require, based on applicable law and regulations from time to time and the Lender's own internal guidelines from time to time to identify the Borrower and the other Security Parties, including the disclosure in writing of the ultimate legal and
      beneficial owner or owners of such entities, and any other persons involved or affected by the transaction(s) contemplated by this Agreement in order for the 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.

  
    
      	9.	
              CONDITIONS

            


    

  

  
    
      	9.1	
              Documents and evidence

            


    

  

  The obligation of the Lender to make an Advance available shall be subject to the condition that the
      Lender or its duly authorised representative shall have received, before or on the relevant Drawdown Date, the documents and evidence specified in Parts 1 and 2 of Schedule 2 in form and substance satisfactory to the Lender.

  
    
      	9.2	
              General conditions precedent

            


    

  

  
    
      	

            	(a)	
              The obligation of the Lender to make an Advance available shall be subject to the further conditions that, at the time of the giving of the Drawdown Notice in
                  respect thereof and at the time of the making of such Advance:

            


    

  

  
    52

    
      


  

  

  

  
    
      	

            	(b)	
              the representations and warranties contained in Clause 7.1 (Representations



                      and warranties), and as may be repeated in Clause 7.4 (Repetition of representations and warranties) are true
                  and correct on and as of each such time as if each was made with respect to the facts and circumstances existing at such time; and

            


    

  

  
    
      	

            	(c)	
              no Default shall have occurred and be continuing or would result from the making of the Commitment.

            


    

  

  
    
      	9.3	
              Waiver of conditions precedent

            


    

  

  The conditions specified in this Clause 9 are inserted solely for the benefit of the Lender and may be
      waived by the Lender in whole or in part and with or without conditions.

  
    
      	9.4	
              Further conditions precedent

            


    

  

  Not later than five (5) Banking Days prior to the Drawdown Date and not later than ten (10) Banking
      Days prior to each Interest Payment Date, the Lender may request and the Borrower shall, not later than two (2) Banking Days prior to such date, deliver to the Lender on such request further favourable certificates and/or opinions as to any or all of
      the matters which are the subject of Clause 7 (Representations and warranties), Clause 8 (Undertakings) and Clause 9 (Conditions precedent) of this Agreement provided
      always that any such request prior to any Interest Payment Date must be reasonable.

  
    
      	10.	
              EVENTS OF DEFAULT

            


    

  

  
    
      	10.1	
              Events

            


    

  

  There shall be an Event of Default if:

  
    
      	

            	(a)	
              Non-payment:  any Security Party fails to pay any sum payable by it
                  under any of the Finance Documents at the time, in the currency and in the manner stipulated in the Security Documents (and, for this purpose, sums payable on demand shall be treated as having been paid at the stipulated time if paid
                  within three (3) Banking Days of demand); or

            


    

  

  
    
      	

            	(b)	
              Breach of Insurance and certain other obligations:  the Borrower
                  fails to obtain and/or maintain the Insurances (in accordance with the requirements of the Security Documents) or if any insurer in respect of such Insurances cancels the Insurances or disclaims liability by reason, in either case, of
                  misstatement in any proposal for the Insurances or for any other failure or default on the part of the Borrower (unless the Borrower at the time arranges and has fully in place insurance covenants satisfying the terms of this Agreement
                  and the terms of the other Security Documents in substitution for the Insurances which have been cancelled or in respect of which an insurer has disclaimed liability) or any other person or the Borrower commits any breach of or omits to
                  observe any of

            


    

  

  
    53

    
      


  

  

  

  the obligations or undertakings expressed to be assumed by it under Clause 8 (Undertakings) and, in respect of any such breach or omission which in the opinion of the Lender is capable of remedy, such action as the Lender may require shall
      not have been taken within five (5) banking days of the Lender notifying the relevant Security Party of such default and of such required action; or

  
    
      	

            	(c)	
              Breach of other obligations:  any Security Party commits any breach
                  of or omits to observe any of its obligations or undertakings expressed to be assumed by it under any of the Finance Documents or any of the Underlying Documents (other than those referred to in Clauses 10.1(a) (Non payment) and Clause 10.1(b) (Breach of
                      Insurance and certain other obligations)) and, in respect of any such breach or omission which in the opinion of the Lender is capable of remedy, such action as the Lender may require shall not have been taken within five
                  (5) Banking Days of the Lender notifying the relevant Security Party of such default and of such required action; or

            


    

  

  
    
      	

            	(d)	
              Misrepresentation:  any representation or warranty made or deemed to
                  be made or repeated by or in respect of any Security Party in or pursuant to any of the Finance Documents or any of the Underlying Documents or in any notice, certificate or statement referred to in or delivered under any of the Security
                  Documents or any of the Underlying Documents is or proves to have been incorrect or misleading in any material respect; or

            


    

  

  
    
      	

            	(e)	
              Cross-default:  any Financial Indebtedness of the Borrower or any
                  other member of the Group in excess of $500,000 is not paid when due or any Financial Indebtedness of the Borrower or any other member of the Group becomes (whether by declaration or automatically in accordance with the relevant agreement
                  or instrument constituting the same) due and payable prior to the date when it would otherwise have become due (unless as a result of the exercise by the Borrower or such other member of the Group of a voluntary right of prepayment) or
                  any creditor of the Borrower or any other member of the Group becomes entitled to declare any such Financial Indebtedness due and payable or any facility or commitment available to the Borrower or such other member of the Group relating
                  to Financial Indebtedness, is withdrawn, suspended or cancelled by reason of any default (however described) of the person concerned unless the Borrower or such other member of the Group shall have satisfied the Lender that such
                  withdrawal, suspension or cancellation will not affect or prejudice in any way such party's ability to pay its debts as they fall due and fund its commitments, or any guarantee given by the Borrower or any other member of the Group in
                  respect of Financial Indebtedness in excess of $500,000 is not honoured when due and called upon unless, in any such case, the Borrower is contesting in good faith the validity of its obligations to make any payment referred to in this
                  Clause 10.1(e) and the Borrower has provided the Lender with satisfactory evidence that it has set aside adequate resources with respect to the amount being claimed of it and to finance any actions it is taking to contest such claim; or

            


    

  

  
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            	(f)	
              Legal process:  any judgment or order made or commenced in good faith
                  by a person against any of the Security Parties relating to an amount over $500,000 is not stayed or complied with within fifteen (15) days or a good faith creditor attaches or takes possession of, or a distress, execution, sequestration
                  or other bone fide process is levied or enforced upon or sued out against, any of the undertakings, assets, rights or revenues of any Security Party and is not discharged within fifteen (15) days; or

            


    

  

  
    
      	

            	(g)	
              Insolvency:  any Security Party is unable or admits inability to pay
                  its debts as they fall due; suspends making payments on any of its debts or announces an intention to do so; becomes insolvent; has assets the value of which is less than the value of its liabilities (taking into account contingent and
                  prospective liabilities); or suffers the declaration of a moratorium in respect of any of its Financial Indebtedness; or

            


    

  

  
    
      	

            	(h)	
              Reduction or loss of capital:  a meeting is convened by any corporate
                  Security Party for the purpose of passing any resolution to purchase, reduce or redeem any of its share capital (excluding, in the case of Top Ships, share buybacks or return of capital as a dividend ); or

            


    

  

  
    
      	

            	(i)	
              Winding up:  any corporate action, legal proceedings or other
                  procedure or step is taken for the purpose of winding up any corporate Security Party or an order is made or resolution passed for the winding up of any Security Party or a notice is issued convening a meeting for the purpose of passing
                  any such resolution; or

            


    

  

  
    
      	

            	(j)	
              Administration:  any petition is presented, notice given or other
                  step is taken for the purpose of the appointment of an administrator of any corporate Security Party or the Lender reasonably believes that any such petition or other step is imminent or an administration order is made in relation to any
                  corporate Security Party; or

            


    

  

  
    
      	

            	(k)	
              Appointment of receivers and managers:  any administrative or other
                  receiver is appointed of any Security Party or any part of its assets and/or undertaking or any other steps are taken to enforce any Encumbrance over all or any part of the assets of any Security Party; or

            


    

  

  
    
      	

            	(l)	
              Compositions:  any corporate action, legal proceedings or other
                  procedures or steps are taken, or negotiations commenced, by any Security Party or by any of its creditors with a view to the general readjustment or rescheduling of all or part of its indebtedness (save in the case of Top Ships of
                  rescheduling of all or part of its unsecured indebtedness), or to proposing any kind of composition, compromise or arrangement involving such company and any of its creditors provided however that if the Borrower is able to provide evidence satisfactory in all respect to the Lender, that not withstanding such readjustment or rescheduling, composition, compromise or arrangement,
                  it will still, in the Lender's sole opinion, be able to satisfy its permanent obligations as they fall due, the same shall not constitute an event of default; or

            


    

  

  
    55

    
      


  

  

  

  
    
      	

            	(m)	
              Analogous proceedings:  there occurs, in relation to any Security
                  Party, in any country or territory in which any of them carries on business or to the jurisdiction of whose courts any part of their respective assets is subject, any event which, in the reasonable opinion of the Lender, appears in that
                  country or territory to correspond with, or have an effect equivalent or similar to, any of those mentioned in Clause 10.1(f) (Legal
                      process) to Clause 10.1(1) (Compositions) (inclusive) or any Security Party otherwise becomes subject, in any
                  such country or territory, to the operation of any law relating to insolvency, bankruptcy or liquidation; or

            


    

  

  
    
      	

            	(n)	
              Cessation of business:  any Security Party suspends or ceases or
                  threatens to suspend or cease to carry on its business; or

            


    

  

  
    
      	

            	(o)	
              Seizure:  all or a material part of the undertaking, assets, rights
                  or revenues of, or shares or other ownership interests in, any Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any government; or

            


    

  

  
    
      	

            	(p)	
              Invalidity:  any of the Security Documents shall at any time and for
                  any reason become invalid or unenforceable or otherwise cease to remain in full force and effect, or if the validity or enforceability of any of the Security Documents shall at any time and for any reason be contested by any Security
                  Party which is a party thereto, or if any such Security Party shall deny that it has any, or any further, liability thereunder; or

            


    

  

  
    
      	

            	(q)	
              Unlawfulness:  it becomes impossible or unlawful at any time for any
                  Security Party, to fulfil any of the covenants and obligations expressed to be assumed by it in any of the Security Documents or for the Lender to exercise the rights or any of them vested in it under any of the Security Documents or
                  otherwise; or

            


    

  

  
    
      	

            	(r)	
              Repudiation:  any Security Party repudiates any of the Security
                  Documents or does or causes or permits to be done any act or thing evidencing an intention to repudiate any of the Security Documents; or

            


    

  

  
    
      	

            	(s)	
              Encumbrances enforceable:  any Encumbrance (other than Permitted
                  Liens) in respect of any of the property (or part thereof) which is the subject of any of the Security Documents becomes enforceable; or

            


    

  

  
    
      	

            	(t)	
              Material adverse change:  there occurs, in the opinion of the Lender,
                  a material adverse change in the financial condition of any Security Party from the financial and other information disclosed by the Borrower to the Lender in the negotiation of this Agreement, which might, in the opinion of the Lender,
                  materially impair the ability of such Security Party to perform their respective obligations under this Agreement and the Finance Documents to which is or is to be a party; or

            


    

  

  
    
      	

            	(u)	
              Arrest:  the Collateral Vessel is arrested, confiscated, seized,
                  taken in execution, impounded, forfeited, detained in exercise or purported exercise of any

            


    

  

  
    56

    
      


  

  

  

  possessory lien or other claim or otherwise taken from the possession of the Collateral Owner (other
      than in circumstances covered by the definition of Total Loss) and the Collateral Owner shall fail to procure the release of the Collateral Vessel within a period of thirty (30) days thereafter; or

  
    
      	

            	(v)	
              Registration:  the registration of the Collateral Vessel under the
                  laws and flag of the Flag State is cancelled or terminated without the prior written consent of the Lender or, if the Collateral Vessel is only provisionally registered on the Delivery Date, the Collateral Vessel is not permanently
                  registered under the laws and flag of the Flag State within three (3) months of the Delivery Date, or if such registration of the Collateral Vessel is not renewed at least within fifteen (15) days prior to the expiry of such registration;
                  or

            


    

  

  
    
      	

            	(w)	
              Unrest:  the Flag State of the Collateral Vessel becomes involved in
                  hostilities or civil war or there is a seizure of power in such Flag State by unconstitutional means if, in any such case, such event could in the opinion of the Lender reasonably be expected to have a material adverse effect on the
                  security constituted by any of the Security Documents and the Collateral Owner fails to register the Collateral Vessel at a flag acceptable to the Lender upon the Lender's request within the period prescribed in such request; or

            


    

  

  
    
      	

            	(x)	
              Mortgage contested:  the registration of the Collateral Mortgage is
                  contested or becomes void or voidable or liable to cancellation or termination, or if the validity or priority of the Collateral Mortgage is contested; or

            


    

  

  
    
      	

            	(y)	
              Material events:  any other event occurs or circumstance arises
                  which, in the opinion of the Lender, is likely materially and adversely to affect either (i) the ability of any Security Party to perform all or any of its obligations under or otherwise to comply with the terms of any of the Security
                  Documents or (ii) the security created by any of the Security Documents; or

            


    

  

  
    
      	

            	(z)	
              Earnings Account:  any moneys are withdrawn from the Earnings Account
                  other than in accordance with Clause 14 (Earnings Account) of the Existing Loan Agreement; or

            


    

  

  
    
      	

            	(aa)	
              Change in shareholding:  there is a change in the legal and/or
                  ultimate beneficial ownership of the shares in any of the Borrower and the Corporate Guarantors from that existing on the date of this Agreement as specified in Clause 7.1(ff) (Shareholding) and witnessed by Ultimate Beneficial Declaration ("UBO")



                  declaration without the prior written consent of the Lender); or

            


    

  

  
    
      	

            	(bb)	
              Security Documents:  any event of default (as howsoever described or
                  defined therein) occurs under the Security Documents (or any of them); or

            


    

  

  
    
      	

            	(cc)	
              Existing Loan Agreement:  any event of default (as howsoever
                  described or defined therein) occurs under Existing Loan Agreement and/or the Security Documents (or any of them) relative thereto.

            


    

  

  
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      	10.2	
              Consequences of Default - Acceleration

            


    

  

  The Lender may, without prejudice to any other rights of the Lender (which will continue to be in force
      concurrently with the following), at any time after the happening of an Event of Default:

  
    
      	

            	(a)	
              by notice to the Borrower declare that the obligation of the Lender to make the Commitment available shall be terminated, whereupon the Commitment shall be
                  reduced to zero forthwith; and/or

            


    

  

  
    
      	

            	(b)	
              by notice to the Borrower declare that the Loan and all interest and commitment commission accrued and all other sums payable under the Security Documents have
                  become due and payable, whereupon the same shall, immediately or in accordance with the terms of such notice, become due and payable without any further diligence, presentment, demand of payment, protest or notice or any other procedure
                  from the Lender which are expressly waived by the Borrower; and/or

            


    

  

  
    
      	

            	(c)	
              put into force and exercise all or any of the rights, powers and remedies possessed by it under this Agreement and/or any other Security Document and/or as
                  mortgagee of the Collateral Vessel, mortgagee, chargee or assignee or as the beneficiary of any other property right or any other security (as the case may be) of the assets charged or assigned to it under the Security Documents or
                  otherwise (whether at law, by virtue of any of the Security Documents or otherwise).

            


    

  

  
    
      	10.3	
              Multiple notices; action without notice

            


    

  

  The Lender may serve notices under Clause 10.2(a) and (b) simultaneously or on different dates and it
      may take any action referred to in that Clause even if no such notice is served or simultaneously with or at any time after service of both or either of such notices, it being understood and agreed that the non-service of a notice in respect of an
      Event of Default hereunder, or under any of the Finance Documents (whether known to the Lender or not), shall not be construed to mean that the Event of Default shall cease to exist and to bring about its lawful consequences.

  
    
      	10.4	
              Demand basis

            


    

  

  If, pursuant to Clause 10.2(b), the Lender declares the Loan to be due and payable on demand, the
      Lender may by written notice to the Borrower (a) call for repayment of the Loan on such date as may be specified whereupon the Loan shall become due and payable on the date so specified together with all interest and commitment commission accrued and
      all other sums payable under this Agreement or (b) withdraw such declaration with effect from the date specified in such notice.

  
    
      	10.5	
              Proof of Default

            


    

  

  It is agreed that (a) the non-payment of any sum of money in time will be proved conclusively by mere
      passage of time and (b) the occurrence of this (non payment)

  
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  shall be proved conclusively by a mere written statement of the Lender (save for manifest error).

  
    
      	10.6	
              Exclusion of Lender's liability

            


    

  

  Neither the Lender nor any receiver or manager appointed by the Lender, 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 an Encumbrance created by, a Security Document or by any failure or delay to exercise such
                  a right or to enforce such an Encumbrance; 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 an
                  Encumbrance or for any reduction (however caused) in the value of such an asset,

            


    

  

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

  
    
      	11.	
              INDEMNITIES

            


    

  

  
    
      	11.1	
              Miscellaneous indemnities

            


    

  

  The Borrower shall on demand (and it is hereby expressly undertaken by the Borrower to) indemnify the
      Lender, without prejudice to any of the other rights of the Lender under any of the Security Documents, against any loss (including, without limitation, loss of Margin and any Break Costs) or expense which the Lender shall certify as sustained or
      incurred as a consequence of:

  
    
      	

            	(a)	
              any default in payment by the Borrower of any sum under any of the Security Documents when due;

            


    

  

  
    
      	

            	(b)	
              the occurrence of any other Event of Default;

            


    

  

  
    
      	

            	(c)	
              any prepayment of the Loan or part thereof being made under Clause 4.2 (Voluntary prepayment), Clause 4.3 (Compulsory Prepayment in case of Total Loss  or sale of the Collateral Vessel), or Clause 12 (Unlawfulness-Increase cost), or any other repayment
                  or prepayment of the Loan or part thereof being made otherwise than on an Interest Payment Date relating to the part of the Loan prepaid or repaid; or

            


    

  

  
    
      	

            	(d)	
              the Commitment not being made for any reason (excluding any default by the Lender) after the Drawdown Notice in relation thereto has been given.

            


    

  

  
    59

    
      


  

  

  

  
    
      	11.2	
              Extend of indemnity

            


    

  

  Without limiting its generality, Clause 11.1 (Miscellaneous indemnities) covers any claim, expense, liability or loss, including a loss of a prospective profit, incurred by the Lender in liquidating or employing deposits from third
      parties acquired or arranged to fund or maintain all or any part of the Loan and/or any overdue amount (or an aggregate amount which includes the Loan or any overdue amount); and

  
    
      	11.3	
              Currency indemnity

            


    

  

  If any sum due from the Borrower under any of the Security Documents or any order or judgment given or
      made in relation thereto has to be converted from the currency (the "first currency") in which the same is payable under the relevant Security
      Document or under such order or judgment into another currency (the "second currency") for the purpose of (a) making or filing a claim or proof against the Borrower, (b) obtaining an order or judgment in any
      court or other tribunal or (c) enforcing any order or judgment given or made in relation to any of the Security Documents, the Borrower shall indemnify and hold harmless the Lender from and against any loss suffered as a result of any difference
      between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which the Lender may in the ordinary course of business purchase the
      first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.  Any amount due from the Borrower under this Clause 11.3 shall be due as a separate debt and
      shall not be affected by judgment being obtained for any other sums due under or in respect of any of the Security Documents and the term "rate of exchange" includes any premium and costs of exchange payable
      in connection with the purchase of the first currency with the second currency.

  
    
      	11.4	
              Environmental indemnity

            


    

  

  The Borrower shall indemnify the Lender on demand and hold the Lender harmless from and against all
      costs, expenses, payments, charges, losses, demands, liabilities, actions, proceedings (whether civil or criminal) penalties, fines, damages, judgements, orders, sanctions or other outgoings of whatever nature which may be suffered, incurred or paid
      by, or made or asserted against the Lender at any time, whether before or after the repayment in full of principal and interest under this Agreement, relating to, or arising directly or indirectly in any manner or for any cause or reason out of an
      Environmental Claim made or asserted against the Lender if such Environmental Claim would not have been, or been capable of being, made or asserted against the Lender if it had not entered into any of the Finance Documents and/or exercised any of its
      rights, powers and discretions thereby conferred and/or performed any of its obligations thereunder and/or been involved in any of the transactions contemplated by the Finance Documents.

  
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      	11.5	
              Maintenance of the Indemnities

            


    

  

  The indemnities contained in this Clause 11 shall apply irrespective of any indulgence granted to the
      Borrower or any other party from time to time and shall continue to be in full force and effect notwithstanding any payment in favour of the Lender and any sum due from the Borrower under this Clause 11 will be due as a separate debt and shall not be
      affected by judgement being obtained for any other sums due under any one or more of this Agreement, the other Security Documents and any other documents executed pursuant hereto or thereto.

  
    
      	11.6	
              11.6 Communications Indemnity

            


    

  

  It is hereby agreed in connection with communications that:

  
    
      	

            	(a)	
              Express authority is hereby given by the Borrower to the Lender to accept all tested or untested communications given by facsimile, electronic mail or
                  otherwise, regarding any or all of the notices (as defined in Clause 17.4 (Meaning of "notice") under this Agreement, subject
                  to any restrictions imposed by the Lender relating to such notices including, without limitation (if so required by the Lender), the obligation to confirm such notices by letter.

            


    

  

  
    
      	

            	(b)	
              The Borrower shall recognise any and all of the said notices as legal, valid and binding, when these notices come from the fax number or electronic mail address
                  mentioned in Clause 17.1 (Notices) or any other fax or electronic mail address usually used by it or the Approved Manager and
                  are duly signed or in case of emails are duly sent by the person appearing to be sending such notice.

            


    

  

  
    
      	

            	(c)	
              The Borrower hereby assumes full responsibility for the execution of the said notices, and promises and recognises that the Lender shall not be held responsible
                  for any loss, liability or expense that may result from such notices.  It is hereby undertaken by the Borrower to indemnify in full the Lender from and against all actions, proceedings, damages, costs, claims, demands, expenses and any
                  and all direct and/or indirect losses which the Lender may suffer, incur or sustain by reason of the Lender following such notices.

            


    

  

  
    
      	

            	(e)	
              With regard to notices (as defined in Clause 16.4 (Meaning
                      of "notice") issued by electronic and/or mechanical processes (e.g. by facsimile or electronic mail) the following are applicable:

            


    

  

  
    
      	

            	(i)	
              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 Lender 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.

            


    

  

  
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            	(ii)	
              If the Borrower or any other Security Party wishes to cease all electronic communication, it shall give written notice to the Lender accordingly after receipt
                  of which notice the Parties shall cease all electronic communication.

            


    

  

  
    
      	

            	(iii)	
              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

            


    

  

  
    
      	

            	(iv)	
              in case electronic communication is sent to recipients with the domain <Louka@loukapartners.com>,



                  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 electronic mail addresses.

            


    

  

  
    
      	

            	(f)	
              The risks of misunderstandings and errors resulting from notices (as defined in Clause 17.4 (Meaning of "notice") being given as mentioned above, are for the Borrower and the Lender will be indemnified in full pursuant to this Clause save in case of Lender's wilful
                  misconduct.

            


    

  

  
    
      	

            	(g)	
              The Lender shall have the right to ask the Borrower to furnish any information the Lender may require to establish the authority of any person purporting to act
                  on behalf of the Borrower for these notices, but it is expressly agreed that there is no obligation for the Lender to do so.  The Lender shall be fully protected in, and the Lender shall incur no liability to the Borrower for acting upon
                  the said notices, which were believed by the Lender in good faith to have been given by the Borrower or by any of its authorised representative(s).

            


    

  

  
    
      	

            	(d)	
              It is undertaken by the Borrower to use its best endeavours to safeguard the function and the security of the electronic and mechanical appliance(s) such as
                  fax(es), electronic mail(s) etc.  The Borrower shall hold the Lender harmless and indemnified from all claims, losses, damages and expenses which the Lender may incur by reason of the failure of the Borrower to comply with the obligations
                  under this Clause.

            


    

  

  
    
      	11.7	
              Electronic communication.

            


    

  

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

  
    62

    
      


  

  

  

  
    
      	

            	(a)	
              The Borrower hereby acknowledge and accept 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 Lender 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.

            


    

  

  
    
      	

            	(b)	
              If the Borrower or any other Security Party wishes to cease all electronic communication, it shall give written notice to the Lender accordingly after receipt
                  of which notice the Parties shall cease all electronic communication.

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(i)	
              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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(d)	
              in case electronic communication is sent to recipients with the domain Louka@loukapartners.com,
                  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.

            


    

  

  
    
      	11.8	
              FATCA Deduction

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	11.9	
              FATCA status

            


    

  

  
    
      	

            	(a)	
              The Lender hereby confirms to the Borrower that it is a FATCA Exempt Party.  If, after the date of this Agreement the Lender becomes aware that it has ceased to
                  be a FATCA Exempt Party, it will notify the Borrower reasonably promptly.

            


    

  

  
    
      	

            	(b)	
              Subject to Clause 11.9(d) below, each party shall, within ten (10) Banking Days of a reasonable request by another party:

            


    

  

  
    
      	

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

            


    

  

  
    63

    
      


  

  

  

  
    
      	

            	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 (including its applicable passthru percentage or
                  other information required under the Treasury Regulations or other official guidance including intergovernmental agreements) as that other party reasonably requests for the purposes of that other party's compliance with FATCA.

            


    

  

  
    
      	

            	(c)	
              If a party confirms to another party pursuant to Clause 11.9(b)(i) 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.

            


    

  

  
    
      	

            	(d)	
              Clause 11.9(b)(i) above shall not oblige the Lender to do anything which would or might in its reasonable opinion constitute a breach of:

            


    

  

  
    
      	

            	(i)	
              any law or regulation;

            


    

  

  
    
      	

            	(ii)	
              any policy of the Lender;

            


    

  

  
    
      	

            	(iii)	
              any fiduciary duty; or

            


    

  

  
    
      	

            	(iv)	
              any duty of confidentiality.

            


    

  

  
    
      	

            	(e)	
              If a party fails to confirm its status or to supply forms, documentation or other information requested in accordance with Clause 11.9(b) above (including, for
                  the avoidance of doubt, where Clause 11.9(d) above applies), then:

            


    

  

  
    
      	

            	(i)	
              if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of the Security Documents
                  as if it is not a FATCA Exempt Party; and

            


    

  

  
    
      	

            	(ii)	
              if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of the Security Documents (and payments
                  made thereunder) as if its applicable passthru percentage is 100%,

            


    

  

  
    
      	

            	(iii)	
              until (in each case) such time as the party in question provides the requested confirmation, forms, documentation or other information.

            


    

  

  
    
      	12.	
              UNLAWFULNESS, INCREASED COST AND BAIL-IN

            


    

  

  
    
      	12.1	
              Unlawfulness

            


    

  

  If it is or becomes contrary to any law or regulation for the Lender to make the

  
    64

    
      


  

  

  

  Commitment or to maintain the Commitment or fund the Loan, the Lender shall promptly give notice to the
      Borrower whereupon (a) the Commitment shall be reduced to zero and (b) the Borrower shall be obliged to prepay the Loan either (i) forthwith, if so required pursuant to such law or regulation, or (ii) on a future specified date not being earlier than
      the latest date permitted by the relevant law or regulation together with interest and commitment commission accrued to the date of prepayment and all other sums payable by the Borrower under any of the Security Documents;

  
    
      	12.2	
              Increased cost

            


    

  

  If the result of any change in, or in the interpretation, implementation or application of, or the
      introduction of, any law or any regulation (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those
      relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its
      obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with the Basel II Accord or the Basel III Accord or any Basel II Regulation or the Basel III Accord or any Basel III
      Regulation or any subsequent accord, approach or regulation thereto) (collectively, "Capital Adequacy Law") or compliance by the Lender with any such Capital Adequacy Law or , is to:

  
    
      	

            	(a)	
              subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Security Documents (other than Taxes or
                  Taxation on the overall net income, profits or gains of the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or

            


    

  

  
    
      	

            	(b)	
              increase the cost to, or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding
                  all or part of the Loan; and/or

            


    

  

  
    
      	

            	(c)	
              reduce the amount payable or the effective return to the Lender under any of the Security Documents; and/or

            


    

  

  
    
      	

            	(d)	
              reduce the Lender's or its holding company's rate of return on its overall capital by reason of a change in the manner in which it is required to allocate
                  capital resources to the Lender's obligations under any of the Security Documents; and/or

            


    

  

  
    
      	

            	(e)	
              require the Lender or its holding company to make a payment or forgo a return on or calculated by reference to any amount received or receivable by the Lender
                  under any of the Security Documents; and/or

            


    

  

  
    
      	

            	(f)	
              require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or
                  part

            


    

  

  
    65

    
      


  

  

  

  of the Commitment or the Loan from its capital for regulatory purposes,

  then and in each such case (subject to Clause 12.4 (Exception)):

  
    
      	

            	(i)	
              the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and

            


    

  

  
    
      	

            	(ii)	
              the Borrower shall on demand pay to the Lender the amount which the Lender specifies (in a certificate setting forth the basis of the computation of such amount
                  but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment,
                  forgone return or loss.

            


    

  

  For the purposes of this Clause 12.2 "holding company" means the company or entity (if any) within the consolidated supervision of which the Lender is included.

  
    
      	12.3	
              Claim for increased cost

            


    

  

  The Lender will promptly notify the Borrower of any intention to claim indemnification pursuant to
      Clause 12.2 (Increased Cost) and such notification will be a conclusive and full evidence binding on the Borrower as to the amount of any
      increased cost or reduction and the method of calculating the same and the Borrower shall be allowed to rebut such evidence by any means of evidence save for witness.  A claim under Clause 12.2 (Increased Cost) may be made at any time and must be discharged by the Borrower within fifteen (15) days of demand.  It shall not be a defence to a claim by the Lender under this Clause 12.3
      that any increased cost or reduction could have been avoided by the Lender.  Any amount due from the Borrower under Clause 12.2 (Increased Cost)
      shall be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under or in respect of this Agreement

  
    
      	12.4	
              Option to prepay

            


    

  

  If any additional amounts are required to be paid by the Borrower to the Lender by virtue of Clause
      12.2 (Increased cost), the Borrower shall be entitled, on giving the Lender not less than fourteen (14) days prior notice in writing, to
      prepay the Loan and accrued interest thereon, together with all other Outstanding Indebtedness, on the next Interest Payment Date.  Any such notice, once given, shall be irrevocable.

  
    
      	12.5	
              Exception

            


    

  

  
    
      	12.6	
              Nothing in Clause 12.2 (Increased cost) shall
                  entitle the Lender to receive any amount in respect of compensation for any such liability to Taxes, increased or additional cost, reduction, payment, foregone return or loss to the extent that the same is the subject of an additional
                  payment under Clause 6.6 (Gross up).

            


    

  

  
    
      	12.7	
              Contractual recognition of bail-in.  Notwithstanding any
                  other term of any Finance

            


    

  

  
    66

    
      


  

  

  

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

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

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

            


    

  

  
    
      	

            	(iii)	
              a cancellation of any such liability; and

            


    

  

  
    
      	

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

            


    

  

  
    
      	13.	
              SECURITY, APPLICATION AND SET-OFF

            


    

  

  
    
      	13.1	
              Securities

            


    

  

  As security for the due and punctual repayment of the Outstanding Indebtedness, the Borrower shall
      ensure and procure that the following Security Documents are duly executed and, where required, registered in favour of the Lender in form and substance satisfactory to the Lender at the time specified herein or otherwise as required by the Lender
      and ensure that such security consists of the Security Documents as defined herein.

  
    
      	13.2	
              Application of moneys

            


    

  

  
    
      	

            	(a)	
              Order of application:  Except as any Security Document may otherwise
                  provide, all moneys received by the Lender under or pursuant to any of the Finance Documents and expressed to be applicable in accordance with this Clause 13.2 shall be applied by the Lender in the following manner:

            


    

  

  
    
      	

            	(i)	
              Firstly, in or towards payment of Expenses and all sums other than
                  principal or interest which may be due to the Lender under this Agreement and the other Finance Documents or any of them at the time of application;

            


    

  

  
    
      	

            	(ii)	
              Secondly, in or towards payment of any default interest;

            


    

  

  
    
      	

            	(iii)	
              Thirdly, in or towards payment of any arrears of interest (other than
                  default interest) due in respect of the Loan or any part thereof;

            


    

  

  
    67

    
      


  

  

  

  
    
      	

            	(iv)	
              Fourthly, in or towards repayment of the Loan whether the same is due
                  and payable or not;

            


    

  

  
    
      	

            	(v)	
              Fifthly, in or towards payment to the Lender for any loss suffered by
                  reason of any such payment in respect of principal not being effected on an Interest Payment Date relating to the part of the Loan repaid; and

            


    

  

  
    
      	

            	(vi)	
              Sixthly, the surplus (if any) shall be paid to the Borrower or to
                  whomsoever else shall be entitled to receive such surplus.

            


    

  

  
    
      	

            	(b)	
              Notice of variation of order of application:  The Lender may, by
                  notice to the Borrower and the Security Parties, provide, at its sole discretion, for a different order of application from that set out in Clause 13.2(a) (Order of application) either as regards a specified sum or sums or as regards sums in a specified category or categories, without affecting the obligations of the Borrower to the Lender.

            


    

  

  
    
      	

            	(c)	
              Effect of variation notice:  The Lender may give notices under Clause
                  13.2(b) (Notice of variation of order of application) 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 Banking Day before the date on which the notice is served.

            


    

  

  
    
      	

            	(d)	
              Insufficient balance:  For the avoidance of doubt, in the event that
                  such balance is insufficient to pay in full the whole of the Outstanding Indebtedness, the Lender shall be entitled to collect the shortfall from the Borrower or any other person liable therefor.

            


    

  

  
    
      	

            	(e)	
              Appropriation rights overridden: This Clause 13.2 and any notice
                  which the Lender gives under Clause 13.2(b) (Notice of variation of order of application) shall override any right of
                  appropriation possessed, and any appropriation made, by the Borrower or any other Security Party.

            


    

  

  
    
      	13.3	
              Set-off

            


    

  

  
    
      	

            	(a)	
              Express authority is hereby given by the Borrower to the Lender without prejudice to any of the rights of the Lender at law, contractually, in equity or
                  otherwise, at any time and without notice to the Borrower upon the occurrence of any Event of Default, which is continuing and without prior notice to the Borrower:

            


    

  

  
    
      	

            	(b)	
              to apply any credit balance standing upon any account of the Borrower with any branch of the Lender and in whatever currency in or towards satisfaction of any
                  sum due to the Lender from the Borrower under this Agreement, the Collateral General Assignment and/or any of the other Security Documents;

            


    

  

  
    
      	

            	(c)	
              in the name of the Borrower and/or the Lender to do all such acts and execute

            


    

  

  
    68

    
      


  

  

  

  all such documents as may be necessary or expedient to effect such application; and

  
    
      	

            	(d)	
              to combine and/or consolidate all or any accounts in the name of the Borrower or the other Security Parties or any of them with the Lender.

            


    

  

  
    
      	

            	(e)	
              For all or any of the above purposes authority is hereby given to the Lender to purchase with the moneys standing to the credit of any such account or accounts
                  such other currencies as may be necessary to effect such application.  The Lender shall not be obliged to exercise any right given by this Clause.  The Lender shall notify the Borrower forthwith upon the exercise of any right of set-off
                  giving full details in relation thereto.

            


    

  

  
    
      	13.4	
              Further assurance

            


    

  

  The Borrower undertakes that the Security Documents shall both at the date of execution and delivery
      thereof and so long as any moneys are owing under any of the Security Documents be valid and binding obligations of the respective parties thereto and rights of the Lender enforceable in accordance with their respective terms and that it will, at its
      expense, execute, sign, perfect and do, and will procure the execution, signing, perfecting and doing by each of the other Security Parties of, any and every such further assurance, document, act or thing as in the reasonable opinion of the Lender
      may be necessary or desirable for perfecting the security contemplated or constituted by the Security Documents.

  
    
      	14.	
              EARNINGS ACCOUNT

            


    

  

  
    
      	14.1	
              General

            


    

  

  The provisions of Clause 14 (Earning Account) of the Existing Loan Agreement shall apply to this Agreement as if they were expressly incorporated herein with any necessary modifications and shall ensure that same are fully complied
      with by the Collateral Owner.

  
    
      	15.	
              ASSIGNMENT, TRANSFER, PARTICIPATION, LENDING OFFICE

            


    

  

  
    
      	15.1	
              Benefit and burden

            


    

  

  This Agreement shall be binding upon, and enure for the benefit of, the Lender and the Borrower and
      their respective successors.

  
    
      	15.2	
              No assignment by Security Parties

            


    

  

  The Borrower and any other Security Party may not assign any rights and/or obligations under this
      Agreement or any of the other Security Documents or any documents executed pursuant to this Agreement and/or the other Security Documents.

  
    69

    
      


  

  

  

  
    
      	15.3	
              Assignment by the Lender

            


    

  

  The Lender may at any time without the consent of the Borrower other than in the circumstances referred
      to in Clause 15.7 (Securitisation), in respect of which the terms of Clause 15.7 (Securitisation) shall apply), cause all or any part of its rights, benefits and/or obligations under this Agreement and the other Security Documents to be assigned or transferred to (i)
      another branch, subsidiary or affiliate of, or company controlled by, the Lender, (ii) another first class international bank or financial institution, insurer, social security fund, pension fund, capital investment company, financial intermediary or
      special purpose vehicle associated to any of them (iii) a trust corporation, fund or other person which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets, which
      are managed or serviced by the Lender (in each case an "Assignee" or a "Transferee").  The Lender may sub-participate all or any part of its rights, benefits and/or obligations under this Agreement and the other Security Documents without the consent
      of, or consultation with or notice to the Borrower and the other Security Parties; provided that the Assignee or Transferee, shall deliver to the Lender such undertaking as the Lender may approve, whereby it becomes bound by the terms of this
      Agreement and agrees to perform all or, as the case may be, part of the Lender's obligations under this Agreement.  Any cost of such assignment or transfer or granting sub-participation shall be for the account of the Lender and/or the assignee,
      transferee or sub-participant unless any such assignment, transfer or sub-participation is undertaken at the request of the Borrower in which case any cost arising therefrom shall be for the account of the Borrower.

  
    
      	15.4	
              Disclosure of information

            


    

  

  
    
      	

            	(a)	
              The Lender may disclose (on a confidential basis) to a prospective assignee, substitute or transferee or to any other person (such person together with any
                  prospective assignee, substitute or transferee being hereinafter described as the "Prospective Assignee") who may
                  propose entering into contractual relations with the Lender in relation to this Agreement such information about the Security Parties, as the Lender shall consider appropriate if the Lender first procures that the Prospective Assignee
                  shall undertake to the Borrower to keep secret and confidential and, without the Borrower's consent , disclose to any third party any of the information, reports or documents supplied by the Lender, provided however that the Prospective
                  Assignee shall be entitled to disclose such information, reports or documents in the following situations:

            


    

  

  
    
      	

            	(i)	
              in relation to any proceedings arising out of this Agreement or the other Security Documents to the extent considered necessary by the Prospective Assignee to
                  protect its interest; or

            


    

  

  
    
      	

            	(ii)	
              pursuant to a court order relating to discovery or otherwise; or

            


    

  

  
    
      	

            	(iii)	
              pursuant to any law or regulation or to any fiscal, monetary, tax,

            


    

  

  
    70

    
      


  

  

  

  governmental or other competent authority; or

  
    
      	

            	(iv)	
              to its auditors, legal or other professional advisers.

            


    

  

  In addition the Prospective Assignee shall be entitled to disclose or use any such information, reports
      or documents if the information contained therein shall have emanated in conditions free from confidentiality, bona fide from some person other than the Lender or the Borrower.

  
    
      	15.5	
              Documenting assignments and transfers

            


    

  

  If the Lender assigns, transfers or in any other manner grants participation in respect of all or any
      part of its rights or benefits or transfers all or any of its obligations as provided in this Clause 15.4 the Borrower undertakes, immediately on being requested to do so by the Lender, to enter at the expense of the Lender into and procure that each
      Security Party enters into such documents as may be necessary or desirable to transfer to the Assignee, Transferee or participant all or the relevant part of the interest of the Lender in the Security Documents and all relevant references in this
      Agreement to the Lender shall thereafter be construed as a reference to the Lender and/or assignee, transferee or participant of the Lender to the extent of their respective interests and, in the case of a transfer of all or part of the obligations
      of the Lender, the Borrower shall thereafter look only to the Assignee, Transferee or participant in respect of that proportion of the obligations of the Lender under this Agreement assumed by such assignee, transferee or participant.  The Borrower
      hereby expressly consents to any subsequent transfer of the rights and obligations of the Lender and undertake that they shall join in and execute such supplemental or substitute agreements as may be necessary to enable the Lender to assign and/or
      transfer and/or grant participation in respect of its rights and obligations to another branch or to one or more banks or financial institutions in a syndicate or otherwise.

  
    
      	15.6	
              Changes in constitution or reorganisation of the Lender

            


    

  

  For the avoidance of doubt and without prejudice to the provisions of Clause 15.1 (Benefit and burden), this Agreement shall remain binding on the Borrower and the other Security Parties notwithstanding any change in the
      constitution of the Lender or its absorption in, or amalgamation with, or the acquisition of all or part of its undertaking or assets by, any other person, or any reconstruction or reorganisation of any kind, to the intent that this Agreement shall
      remain valid and effective in all respects in favour of any Assignee, Transferee or other successor in title of the Lender in the same manner as if such Assignee, Transferee or other successor in title had been named in this Agreement as a party
      instead of, or in addition to, the Lender.

  
    
      	15.7	
              Securitisation

            


    

  

  The Lender may include all or any part of the Loan in a securitisation (or similar transaction) without
      the consent of, or consultation with, but after giving 30-day notice to the Borrower.  The Borrower will assist the Lender as necessary to achieve a

  
    71

    
      


  

  

  

  successful securitisation (or similar transaction) provided that the Borrower shall not be required to bear any third party costs related to any such securitisation (or similar transaction) and need only provide any such information which any third parties
      may reasonably require.

  
    
      	15.8	
              Lending Office

            


    

  

  The Lender shall lend through its office at the address specified in the preamble of this Agreement or
      through any other office of the Lender selected from time to time by it through which the Lender wishes to lend for the purposes of this Agreement.  If the office through which the Lender is lending is changed pursuant to this Clause 15.8, the Lender
      shall notify the Borrower promptly of such change and upon notification of any such transfer, the word "Lender" in this Agreement and in the other Security Documents shall mean the Lender, acting through such
      branch or branches and the terms and provisions of this Agreement and of the other Security Documents shall be construed accordingly.

  
    
      	16.	
              MISCELLANEOUS

            


    

  

  
    
      	16.1	
              Cumulative Remedies

            


    

  

  The rights and remedies of the Lender contained in this Agreement and the other Security Documents are
      cumulative and neither exclusive of each other nor of any other rights or remedies conferred by law.

  
    
      	16.2	
              16.2 No implied waivers

            


    

  

  No failure, delay or omission by the Lender to exercise any right, remedy or power vested in the Lender
      under this Agreement and/or the other Security Documents or by law shall impair such right or power, or be construed as a waiver of, or as an acquiescence in any default by the Borrower nor shall any single or partial exercise by the Lender of any
      power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.  In the event of the Lender on any occasion agreeing to waive any such right, remedy or power, or consent to any departure from
      the strict application of the provisions of this Agreement or of any Security Document, such waiver shall not in any way prejudice or affect the powers conferred upon the Lender under this Agreement and the other Security Documents or the right of
      the Lender thereafter to act strictly in accordance with the terms of this Agreement and the other Security Documents.  No modification or waiver by the Lender of any provision of this Agreement or of any of the other Security Documents nor any
      consent by the Lender to any departure therefrom by any Security Party shall be effective unless the same shall be in writing and then shall only be effective in the specific case and for the specific purpose for which given.  No notice to or demand
      on any such party in any such case shall entitle such party to any other or further notice or demand in similar or other circumstances.  The rights and remedies of the Lender contained in this Agreement and the other Security Documents are cumulative
      and neither exclusive of each other nor of any other rights or remedies conferred by law.

  
    72

    
      


  

  

  

  
    
      	16.3	
              Integration of Terms

            


    

  

  This Agreement contains the entire agreement of the parties and its provisions supersede the provisions
      of the Commitment Letter and any and all other prior correspondence and oral negotiation by the parties in respect of the matters regulated by this Agreement.

  
    
      	16.4	
              Invalidity of Terms

            


    

  

  In the event of any provision contained in one or more of this Agreement, the other Security Documents
      and any other documents executed pursuant hereto or thereto being invalid, illegal or unenforceable in any respect under any applicable law in any jurisdiction whatsoever, such provision shall be ineffective as to the jurisdiction only without
      affecting the remaining provisions hereof or thereof.  If, however, this event becomes known to the Lender prior to the drawdown of the Commitment or of any part thereof the Lender shall be entitled to refuse drawdown until this discrepancy is
      remedied.  Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the full extent permitted by the law to the intent that this Agreement, the other Security Documents and any other
      documents executed pursuant hereto or thereto shall be deemed to be valid binding and enforceable in accordance with their respective terms.

  
    
      	16.5	
              Amendments

            


    

  

  This Agreement and any other Security Documents shall not be amended or varied in their respective
      terms by any oral agreement or representation or in any other manner other than by an instrument in writing of even date herewith or subsequent hereto executed by or on behalf of the parties hereto or thereto.

  
    
      	16.6	
              Inconsistency of Terms

            


    

  

  In the event of any inconsistency or conflict between this Agreement and the provisions of any of the
      other Security Documents, the provisions of this Agreement shall prevail.

  
    
      	16.7	
              Language and genuineness of documents

            


    

  

  
    
      	

            	(a)	
              Language:  All certificates, instruments and other documents to be
                  delivered under or supplied in connection with this Agreement or any of the other Security Documents shall be in the English language.

            


    

  

  
    
      	

            	(b)	
              Certification of documents:  Any copies of documents delivered to the
                  Lender shall be duly certified as true, complete and accurate copies by appropriate authorities or legal counsel practicing in Greece or otherwise as it will be acceptable to the Lender at the sole discretion of the Lender.

            


    

  

  
    
      	

            	(c)	
              Certification of signature:  Signatures on Board or shareholder
                  resolutions, Secretary's certificates and any other documents are, at the discretion of the Lender, to be verified for their genuineness by appropriate Consul or other

            


    

  

  
    73

    
      


  

  

  

  competent authority.

  
    
      	16.8	
              Counterparts

            


    

  

  Each Finance Document 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 the Finance Document.

  
    
      	16.9	
              Confidentiality

            


    

  

  
    
      	

            	(a)	
              Each of the parties hereto agrees and undertakes to keep confidential any documentation and any confidential information concerning the business, affairs,
                  directors or employees of the other which comes into its possession during this Agreement and not to use any such documentation, information for any purpose other than for which it was provided.

            


    

  

  
    
      	

            	(b)	
              The Borrower acknowledges and accepts that the Lender may be required by law to disclose information and deliver documentation relating to the Borrower and the
                  transactions and matters in relation to this Agreement and/or the other Security Documents to governmental or regulatory agencies and authorities.

            


    

  

  
    
      	

            	(c)	
              The Borrower acknowledges and accepts that in case of occurrence of any of the Events of Default the Lender may disclose information and deliver documentation
                  relating to the Borrower and the transactions and matters in relation to this Agreement and/or the other Security Documents to third parties to the extend that this is necessary for the enforcement or the contemplation of enforcement of
                  the Lender's rights or for any other purpose for which in the opinion of the Lender, such disclosure should be useful or appropriate for the interests of the Lender or otherwise and the Borrower expressly authorises any such disclosure
                  and delivery.

            


    

  

  
    
      	

            	(d)	
              The Borrower acknowledges and accepts that the Lender may be prohibited or it may be inappropriate for the Lender to disclose information to the Borrower by
                  reason of law or duties of confidentiality owed or to be owed to other persons.

            


    

  

  
    
      	16.10	
              Process Agent in Greece

            


    

  

  Mr. Andreas Louka, an attorney-at-law, c/o Central Mare Inc., of 1, Vassilissis Sofias Str. & Meg.
      Alexandrou Str. Maroussi, Attica, Greece, is hereby appointed by the Borrower as agent to accept service (hereinafter "Process Agent for Greek
        Proceedings") upon whom any judicial or extrajudicial process may be served (including but without limitation any documents initiating legal proceedings) and any notice, request, demand payment order, announcement of claim, any enforcement
      process or other communication under this Agreement or any of the Security Documents.  In the event that the Process Agent for Greek Proceedings (or any substitute process agent notified to the Lender in accordance with the foregoing) cannot be found
      at the

  
    74

    
      


  

  

  

  address specified above (or, as the case may be, notified to the Lender), which will be conclusively
      proved by the affidavit of a process server to that effect, the authority of the Process Agent for Greek Proceedings as agent to accept service shall be deemed to have ceased and service of documents may be effected in accordance with the procedure
      provided by the relevant provisions on service of process provided by the Hellenic Procedural Code.  In case, however, that such Process Agent for Greek Proceedings is found at any other address, the Lender shall have the right to serve the documents
      either on the Process Agent for Greek Proceedings at such address or in accordance with the procedure provided by the relevant law.

  
    
      	17.	
              COMMUNICATIONS

            


    

  

  
    
      	17.1	
              Notices and communications

            


    

  

  Every notice under or in connection with this Agreement or any other Finance Document shall be given by
      letter, electronic mail or fax; and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly:

  
    
      	

            	(a)	
              every such notice in the case of a letter shall be in writing delivered personally or be first-class prepaid letter, or shall be served through a process server
                  or subject to Clause 10.9 (Communications Indemnity) by fax or electronic mail;

            


    

  

  
    
      	

            	(b)	
              be deemed to have been received, subject as otherwise provided in this Agreement or the relevant Finance Document, in the case of a letter, when delivered
                  personally or five (5) days after it has been put in to the post and, in the case of a facsimile transmission or other means of telecommunication in permanent written form, at the time of despatch (provided that if the date of despatch is not a business day in the country of the addressee or if the time of despatch is after the close of business in the country of the
                  addressee it shall be deemed to have been received at the opening of business on the next such business day); and

            


    

  

  
    
      	

            	(c)	
              be sent:

            


    

  

  
    
      	

            	(i)	
              if to be sent to any Security Party:

            


    

  

  c/o Central Mare Inc.,

      1, Vassilissis Sofias Str. & Meg. Alexandrou Str.,

      Maroussi, Attica, Greece,

      Facsimile No:  +30 210 8128320

      Attention:        Andreas Louka Legal Advisor

      E-mail:            Louka@loukapartners.com

  
    
      	

            	(ii)	
              to the Lender at:

            


    

  

  Alpha Bank A.E.,

      93 Akti Miaouli, Piraeus, Greece

  
    75

    
      


  

  

  

  Fax No.       +30 210
      42 90 268

      Attention:    The Manager

      E-mail:        konstantinos.sotiriou@alpha.gr

  or to such other person, address or fax number or electronic mail address as is notified by the
      relevant Security Party or the Lender (as the case may be) to the other parties to this Agreement and, in the case of any such change of address or fax number or electronic mail address notified to the Lender, the same shall not become effective
      until notice of such change is actually received by the Lender and a copy of the notice of such change is signed by the Lender.

  
    
      	17.2	
              Illegible notices

            


    

  

  Clause 17.1 (Notices) does 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.

  
    
      	17.3	
              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.

            


    

  

  
    
      	17.4	
              Meaning of "notice"

            


    

  

  In this Clause 17, "notice" includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

  
    
      	18.	
              GOVERNING LAW AND JURISDICTION

            


    

  

  
    
      	18.1	
              18.1 Law

            


    

  

  
    
      	

            	(a)	
              Applicable Law:  This Agreement and any non-contractual obligations
                  connected with it shall be governed by and construed in accordance with English Law.

            


    

  

  
    
      	

            	(b)	
              Enforcement in Greece:  For the purposes of enforcement in Greece, it
                  is hereby expressly agreed that English law as the governing law of this

            


    

  

  
    76

    
      


  

  

  

  Agreement will be proved by an affidavit of a solicitor from an English law firm to be appointed by the
      Lender and the said affidavit shall constitute full and conclusive evidence binding on the Borrower but the Borrower shall be allowed to rebut such evidence save for witness.

  
    
      	18.2	
              Jurisdiction

            


    

  

  
    
      	

            	(a)	
              Exclusive English jurisdiction:  The courts of England have exclusive
                  jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or termination of this Agreement) (a "Dispute").  The Borrower irrevocably and unconditionally submits to the jurisdiction of such courts.

            


    

  

  
    
      	

            	(b)	
              Waiver:  The Parties agree that the courts of England are the most
                  appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary and waives any objections to the inconvenience of England as a forum.

            


    

  

  
    
      	

            	(c)	
              Choice of forum for the exclusive benefit of the Lender:  This Clause
                  18.2 is for the benefit of the Lender only.  As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Lender may take concurrent
                  proceedings in any number of jurisdictions.

            


    

  

  
    
      	18.3	
              Process Agent for English Proceedings

            


    

  

  Without prejudice to any other mode of service allowed under any relevant law the Borrower irrevocably
      designates, appoints and empowers Messrs. Top Properties (London) Limited (attention:  Mr. Stylianos Giamanis) at their office for the time being at 247 Gray's Inn Road, London WC1X8QZ, England
      (hereinafter called the "Process Agent for English Proceedings"), to receive for it and on its behalf, service of process
      issued out of the English courts in relation to any proceedings before the English courts in connection with any Security Document, provided, however, that:

  
    
      	

            	(a)	
              the Borrower hereby agrees and undertakes to maintain a Process Agent for English Proceedings throughout the Security Period and hereby agrees that in the event
                  that if any Process Agent for English Proceedings is unable for any reason to act as agent for service of process, the Borrower must immediately (and in any event within ten (10) days of such event taking place) appoint another agent on
                  terms acceptable to the Lender.  Failing this, the Lender may appoint for this purpose a substitute Process Agent for English Proceedings and the Lender is hereby irrevocably authorised to effect such appointment on Borrower's behalf. 
                  The appointment of such Process Agent for English Proceedings shall be valid and binding from the date notice of such appointment is given by the Lender to the Borrower in accordance with Clause 17.1 (Notices and communications); and

            


    

  

  
    77

    
      


  

  

  

  
    
      	

            	(b)	
              the Borrower hereby agrees that failure by a Process Agent for English Proceedings to notify the Borrower of the process will not invalidate the proceedings
                  concerned.

            


    

  

  
    
      	18.4	
              Lender's rights unaffected

            


    

  

  Nothing in this Clause 18 shall exclude or limit any right which the Lender 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.

  
    
      	18.5	
              Proceedings in any other country

            


    

  

  If it is decided by the Lender that any such proceedings should be commenced in any other country, then
      any objections as to the jurisdiction or any claim as to the inconvenience of the forum is hereby waived by the Borrower and it is agreed and undertaken by the Borrower to instruct lawyers in that country to accept service of legal process and not to
      contest the validity of such proceedings as far as the jurisdiction of the court or courts involved is concerned and the Borrower agrees that any judgement or order obtained in courts of Piraeus shall be conclusive and binding on the Borrower and
      shall be enforceable without review in the courts of any other jurisdiction.

  
    
      	18.6	
              Third Party rights

            


    

  

  No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a
      person who is not a party to this Agreement.

  
    
      	18.7	
              Meaning of "proceedings"

            


    

  

  In this Clause 18 "proceedings" means
      proceedings of any kind, including an application for a provisional or protective measure.

  

  

  

  

  

  

  [INTENTIONALLY LEFT BLANK]

  

  

  
    78

    
      


  

  

  

  Schedule 1

  Form of Drawdown Notice

      (referred to in Clause 2.2)

  Date:  [•]

  
    
      	To:	
              ALPHA BANK A.E.,

                  93 Akti Miaouli,

                  Piraeus, Greece

                  (the "Lender")

            


    

  

  Re:  Loan Agreement dated [•] July, 2018 made between (A) PCH Dreaming Inc. (the "Borrower") and (B) the Lender (the "Loan Agreement") for a secured loan facility of up to
      $10,140,000.

  
    

    

  

  We refer to the Loan Agreement and hereby give you notice that we wish to draw down [first/second/third/fourth/sixth]
      Advance in the amount of $[•] on [date] and select a first Interest Period in respect thereof of [•] months.  The funds should be credited to [name and number of account] with [details of bank in
        New York City].

  We confirm that:

  
    
      	(a)	
              no event or circumstance has occurred and is continuing which constitutes a Default;

            


    

  

  
    
      	(b)	
              the representations and warranties contained in Clause 7 of the Loan Agreement are true and correct at the date hereof as if made with respect to the facts and
                  circumstances existing at such date;

            


    

  

  
    
      	(c)	
              the borrowing to be effected by the drawdown of the Commitment is within our corporate powers, has been validly authorised by appropriate corporate action and
                  will not cause any limit on our borrowings (whether imposed by statute, regulation, agreement or otherwise) to be exceeded; and

            


    

  

  
    
      	(d)	
              there has been no material adverse change in our financial position from that described by us to the Lender in the negotiation of the Loan Agreement.

            


    

  

  Words and expressions defined in the Loan Agreement shall have the same meanings where used herein.

  

  

  	
          For and on behalf of

              PCH DREAMING INC.

        	 	 


  

  

  	
          By:

        	 	 	 	 
	
          Name:

        	 	 
	
          Title:        Attorney-in-fact

        	 	 


  
    79

    
      


  

  

  

  Schedule 2

  Documents and evidence
        required as conditions precedent

      (referred to in Clause 9.1)

  Part 1

  (Conditions precedent required in relation to the signing of this Agreement)

  
    
      	(a)	
              Constitutional documents

            


    

  

  copies, certified by an officer of each Security Party as true, complete and up to date copies of all
      documents which contain or establish or relate to the constitution of that Security Party;

  
    
      	(b)	
              Corporate authorisations

            


    

  

  copies of resolutions of the directors and shareholders of each Security Party approving such of the
      Security Documents to which such Security Party is, or is to be, party and authorising the signature, delivery and performance of such Security Party's obligations thereunder, certified by an officer of such Security Party as:

  
    
      	

            	(i)	
              being true and correct;

            


    

  

  
    
      	

            	(ii)	
              being duly passed at meetings of the directors of such Security Party and of the shareholders of such Security Party each duly convened and held;

            


    

  

  
    
      	

            	(iii)	
              not having been amended, modified or revoked;

            


    

  

  
    
      	

            	(iv)	
              being in full force and effect; and

            


    

  

  
    
      	

            	(v)	
              together with originals or certified copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

            


    

  

  
    
      	(c)	
              Certificate of incumbency

            


    

  

  a list of directors and officers of each Security Party specifying the names and positions of such
      persons, certified by an officer of such Security Party to be true, complete and up to date;

  
    
      	(d)	
              Borrower's consents and approvals

            


    

  

  a certificate from an officer of the Borrower that no consents, authorisations, licences or approvals
      are necessary for the Borrower to authorise or are required by the Borrower in connection with the borrowing by the Borrower of the Loan pursuant to this Agreement or the execution, delivery and performance of the Security Documents;

  
    
      	(e)	
              Security Parties' process agents

            


    

  

  letters from the Security Parties' agents for receipt of service of proceedings referred to

  
    80

    
      


  

  

  

  in Clauses 16.10 (Process Agent in Greece) and 18.3 (Process Agent for English Proceedings) accepting its/their
      appointment under the said Clauses and under each of the other Security Documents in which it is or is to be appointed as agent to receive legal process;

  
    
      	(f)	
              Know your customer and money laundering compliance

            


    

  

  All documents required by the Lender in relation to the Borrower pursuant to the Lender's "know your customer" requirements.

  
    
      	(g)	
              Contract

            


    

  

  a certified true copy of the Contract and any addenda thereto duly executed and in a form and substance
      acceptable to the Lender in its sole discretion;

  
    
      	(h)	
              Share certificates

            


    

  

  copies of the share certificates representing the entire issued share capital of the Borrower;

  
    
      	(i)	
              Shareholding

            


    

  

  a statement to the Lender from individual(s) acceptable to the Lender confirming the identity of the
      Beneficial Shareholders of the Borrower in line with "know your customer" procedures of the Lender for opening account purposes;

  

  

  

  

  

  

  [INTENTIONALLY LEFT BLANK]

  
    81

    
      


  

  

  

  Part 2

  Conditions precedent required in relation to the drawdown of an Advance (the "Relevant Advance").

  
    
      	(a)	
              Drawdown notice

            


    

  

  the Drawdown Notice in respect of the Relevant Advance duly executed;

  
    
      	(b)	
              Conditions precedent

            


    

  

  evidence that the conditions precedent set out in Part 1 of Schedule 2 remain fully satisfied;

  
    
      	(c)	
              Approval of Contract and Refund Guarantee

            


    

  

  review and acceptance by the Lender of the Contract, the Refund Guarantee and any related documents;

  
    
      	(d)	
              No claim

            


    

  

  evidence satisfactory to the Lender that neither the Builder nor any other party who may have a claim
      pursuant to the Contract has any claims against the Newbuilding Vessel or the Borrower and that there have been no breaches of the terms of the Contract or the Refund Guarantee or any default thereunder;

  
    
      	(e)	
              No variations to Contract

            


    

  

  evidence satisfactory to the Lender that there have been no amendments or variations agreed to the
      Contract without the prior written consent of the Lender and that no action has been taken by the Builder which would in any way render the Contract inoperative or unenforceable, in whole or in part and that the Contract is in full force and effect;

  
    
      	(f)	
              No variations to MOA

            


    

  

  evidence satisfactory to the Lender that there have been no amendments or variations agreed to the MOA
      without the prior written consent of the Lender and that no action has been taken by the Buyer which would in any way render the MOA inoperative or unenforceable, in whole or in part and that the MOA is in full force and effect;

  
    
      	(g)	
              Collateral Vessel's conditions

            


    

  

  evidence that the Collateral Vessel:

  
    
      	

            	(i)	
              Registration and Encumbrances

            


    

  

  is definitively and permanently registered in the name of the Collateral Owner through the Registry
      under the laws and flag of the Flag State and that the Collateral Vessel and its Earnings, Insurances and Requisition Compensation are

  
    82

    
      


  

  

  

  free of Encumbrances, save as contemplated by the Security Documents;

  
    
      	

            	(ii)	
              Classification

            


    

  

  is in class as provided in the Collateral Mortgage free of any overdue requirements and recommendations
      of the Classification Society;

  
    
      	

            	(iii)	
              Insurance

            


    

  

  is insured in accordance with the provisions of the Security Documents and all requirements of the
      Security Documents in respect of such insurance have been complied with (including without limitation, confirmation from the protection and indemnity association or other insurer with which the Collateral Vessel is, or is to be, entered for insurance
      or insured against protection and indemnity risks (including oil pollution risks) that any necessary declarations required by the association or insurer for the removal of any oil pollution exclusion have been made and that any such exclusion does
      not apply to the Collateral Vessel), to be followed by full copies of cover notes, policies, certificates of entry or other contracts of insurance and irrevocable authority is hereby given to the Lender at any time at its discretion to obtain copies
      of the policies, certificates of entry or other contracts of insurance from the insurers and/or obtain any information in relation to the Insurances relating to the Collateral Vessel;

  
    
      	(h)	
              No claim

            


    

  

  evidence satisfactory to the Lender that neither the Builder nor any other party who may have a claim
      pursuant to the Contract have any claims against the Collateral Vessel or the Borrower and that there have been no breaches of the terms of the Contract or any default thereunder;

  
    
      	(i)	
              Collateral Mortgage

            


    

  

  the Collateral Mortgage has been duly registered against the Collateral Vessel as a valid third
      preferred ship mortgage in accordance with the laws of the Flag State;

  
    
      	(j)	
              Beneficial ownership

            


    

  

  Lender's UBO form as to the beneficial ownership of each corporate Security Party duly signed;

  
    
      	(k)	
              Invoice and receipt

            


    

  

  an invoice from the Builder demanding the payment of the 4th instalment of the Contract
      Price payable under the Contract in relation to the Pre-delivery Advance;

  
    
      	(l)	
              Refund Guarantee and Refund Guarantee Consent and
                    Acknowledgement

            


    

  

  
    
      	

            	(i)	
              the original of the Refund Guarantee has been delivered to the Lender;

            


    

  

  
    
      	

            	(ii)	
              the Refund Guarantee Assignment Consent and Acknowledgment duly

            


    

  

  
    83

    
      


  

  executed by the Refund Guarantor; and

  
    
      	

            	(iii)	
              a legal opinion by special legal advisers appointed by the Lender on matters of Singapore law to the Lender, in relation to the Refund Guarantee and the Refund
                  Guarantee Consent and Acknowledgement referred to above, in form and substance satisfactory to the Lender in its discretion;

            


    

  

  
    
      	(m)	
              Contract Assignment and Acknowledgement

            


    

  

  the Contract Assignment Consent and Acknowledgment duly executed Builder; and

  
    
      	(n)	
              Security Documents, letters and other documents

            


    

  

  each of the Pre-Delivery Security Documents, the Collateral Security Documents, the Insurance Letter
      and the Intercreditor Deed, duly executed and delivered by the respective parties thereto and where appropriate duly registered with the Registry or any other competent authority (as required);

  
    
      	(o)	
              Notices of assignment

            


    

  

  duly executed notices of assignment required by the terms and in the forms prescribed by the relevant
      Security Documents;

  
    
      	(p)	
              Acknowledgement of Receipt

            


    

  

  a receipt in writing in form and substance satisfactory to the Lender including an acknowledgement and
      admission of the Borrower and/or any other Security Party to the effect that the Pre-Delivery Advance was drawn by the Borrower and a declaration by the Borrower that all conditions precedent have been fulfilled, that there is no Event of Default and
      that all the representations and warranties are true and correct;

  
    
      	(q)	
              Security Parties' process agents

            


    

  

  letters from the Security Parties' agents for receipt of service of proceedings referred to in Clauses
      16.10 (Process Agent in Greece) and 18.3 (Process



          Agent for English Proceedings) accepting his/their appointment under the said Clauses and under each of the other Security Documents in which it is or is to be appointed as agent to receive legal process;

  
    
      	(r)	
              Collateral Mortgage registration

            


    

  

  evidence that the Collateral Mortgage has been registered against the Collateral Vessel through the
      Registry under the laws and flag of the Flag State;

  
    
      	(s)	
              Management Agreement

            


    

  

  a copy, certified as a true and complete copy by an officer of the Collateral Owner or the Borrower's
      lawyer, of the Management Agreements;

  
    
      	(t)	
              ISM Code and ISPS Code

            


    

  

  
    84

    
      


  

  

  

  (i)  evidence
      satisfactory to the Lender that the Operator (aa) complies with the requirements of the ISM Code, (bb) has obtained a DOC for itself (a certified copy of which DOC has been delivered to the Lender), (iii) a copy of the SMC in respect of the
      Collateral Vessel issued pursuant to the ISM Code and (iv) the ISSC (International Ship Security Certificate) issued by the Flag State in accordance with the ISPS Code for the Collateral Vessel;

  
    
      	(u)	
              Insurers confirmations

            


    

  

  all necessary confirmations from the insurers of the Collateral Vessel that they will issue letters of
      undertaking and endorse notice of assignment and loss payable clauses on the Insurances, in form and substance satisfactory to the Lender in its sole discretion and - in the event of fleet cover - accompanied by waivers for liens for unpaid premium
      of other vessels managed by the Managers and which are not subject to any mortgage in favour of the Lender) and (if required by the Lender);

  
    
      	(v)	
              Insurance opinion

            


    

  

  an opinion signed by an independent firm of marine insurance brokers appointed and/or approved by the
      Lender at the expenses of the Borrower confirming the adequacy of the Insurances maintained on the Collateral Vessel;

  
    
      	(w)	
              Representations and warranties

            


    

  

  the representations and warranties set out in Clause 7 (Representations and warranties) and in each of the Security Documents are true and correct on and as of each such time as if each was made with respect to the facts and
      circumstances existing at such time;

  
    
      	(x)	
              No Event of Default

            


    

  

  no Event of Default shall have occurred and be continuing or would result from the drawdown;

  
    
      	(y)	
              No change

            


    

  

  the Lender shall be satisfied that there has been no change in the ownership, management, operations of
      the Borrower and/or adverse change financial condition of any Security Party, which (change) might, in the sole opinion of the Lender, be detrimental to the interests of the Lender;

  
    
      	(z)	
              No Market disruption Event

            


    

  

  the interest rate applicable to the Loan during the first Interest Period would not fall to be
      determined pursuant to Clause 3.6 (Market disruption - Non Availability);

  
    
      	(aa)	
              Fees and commissions

            


    

  

  payment of the Arrangement Fee and the Commitment Fee due from the Borrower to the Lender pursuant to
      the terms of Clause 5.1 (Fees and commissions);

  
    85

    
      


  

  

  

  
    
      	(bb)	
              Cargill purchase of the Newbuilding Vessel

            


    

  

  evidence satisfactory to the Lender that Cargill has agreed to purchase and the Borrower has agreed to
      sell the Newbuilding Vessel upon her Delivery to Cargill pursuant to the terms and conditions of the MOA and that the Net Sale Proceeds (as defined in the MOA) in an amount not less than the amount of the Loan shall prior to or upon Delivery of the
      Newbuilding Vessel shall be paid to the account of the Borrower with the Lender;

  
    
      	(cc)	
              Borrower's equity

            


    

  

  evidence satisfactory to the Lender that the Borrower the 1st and 2nd instalments
      in the aggregate amount of Dollars Three million three hundred eighty thousand ($3,380,000) have been duly and promptly paid to the Builder;

  
    
      	(dd)	
              Legal opinions

            


    

  

  favourable opinions of the legal advisers appointed by the Lender as to such aspects of law as the
      Lender shall deem relevant to this Agreement and the other Finance Documents;

  
    
      	(ee)	
              Further opinions

            


    

  

  such further opinions as the Lender may require;

  
    
      	(ff)	
              Acknowledgement of receipt

            


    

  

  a receipt in writing in form and substance satisfactory to the Lender including an acknowledgement and
      admission of the Borrower and/or any other Security Party to the effect that the Commitment or relevant part thereof (as the case may be) was drawn by the Borrower and a declaration by the Borrower that all conditions precedent have been fulfilled,
      that there is no Event of Default and that all the representations and warranties are true and correct; and

  
    
      	(gg)	
              Further conditions precedent

            


    

  

  such further conditions precedent as the Lender may require.

  

  

  

  

  

  

  [INTENTIONALLY LEFT BLANK]

  
    86

    
      


  

  

  

  Schedule 3

  Form of Insurance Letter

  
    
      	To:            

              	
              [P&I Club]

                  [•]

                  [•]

            


    

  

  
    
      	From: 	ECO
                  SEVEN INC.

                of the Marshall Islands,

                c/o Central Mare Inc.,

                1, Vassilissis Sofias Str. & Meg. Alexandrou Str.,

                Maroussi, Attica, Greece,

                
	Attention:  

            	[Chief Financial Officer]


    

  

  [•] 20[•]

  Dear Sirs

  m.v. "STENAWECO
          ELEGANCE" (the "Vessel")

  We refer to the loan finance obtained by PCH Dreaming Inc., a Marshall Islands corporation, as Borrower, from Alpha Bank A.E.,
      of Greece (the "Lender") secured (inter alia) by a third preferred ship mortgage granted by us over the Vessel.  The Vessel's insurances will also be
      assigned to the Lender.

  You are hereby authorised to send a copy of the Certificate of Entry for the Vessel to the Lender, c/o their lawyers,
      namely, Theo V.
        Sioufas & Co. Law Offices, of 13 Defteras Merarchias Street, 185 35 Piraeus, Greece.  Further, you are also irrevocably authorised to provide the Lender from time to time with any other information whatsoever which they may require
      relating to the entry of the Vessel in the association.

  This letter and any non contractual obligations arising out of or connected with it shall be governed by and construed in
      accordance with English Law.

  

  

  	 	 	 	 
	
          Andreas Louka

        	 	 
	
          Attorney-in-fact

        	 	 
	
          For and on behalf of

              PCH DREAMING INC.

        	 	 


  

  

  
    87

    
      


  

  

  

  IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date first above
      written.

  

  

  

  

  

  

  [INTENTIONALLY LEFT BLANK]

  
    88

    
      


  

  

  

  EXECUTION PAGE

  

  

  	
          THE BORROWER

        	 	 	 	 


  

  

  	
          SIGNED by

        	
          )

        	 	 
	
          Mr. Andreas Louka

        	
          )

        	 	 
	
          for and on behalf of

        	
          )

        	 	 
	
          PCH DREAMING INC.,

        	
          )

        	 	 
	
          of the Marshall Islands

        	
          )

        	
          /s/ Andreas Louka

        	 	 
	
          in the presence of:

        	
          )

        	
          Attorney-in-fact

        	 


  
    

    

    

    

    

    

    	
            Witness:

          	
            /s/ Lilian Kouleri

          	 	 	 
	
            Name:            Lilian Kouleri

          	 	 	 
	
            Address:       13 Defteras Merarchias Street

                                  Piraeus, Greece

          	 	 
	
            Occupation:  Attorney-at-law

          	 	 	 


    

    

  

  

    

  

  

  

  	
          THE LENDER

        	 	 	 	 


  

  

  	
          SIGNED by

        	
          )

        	 	 
	
          Mr. Konstantinos Flokos and

              Mrs. Evangelia Makri

        	
          )

              )

        	
          

              /s/ Konstantinos Flokos

        	 	 
	
          for and on behalf of

        	
          )

        	 	 
	
          ALPHA BANK A.E.,

        	
          )

        	
          /s/ Evangelia Makri

        	    

        	 
	
          in the presence of:

        	
          )

        	
          Attorney-in-fact

        	 


  

  

  
    

    

    

    

    	
            Witness:

          	
            /s/ Lilian Kouleri

          	 	 	 
	
            Name:            Lilian Kouleri

          	 	 	 
	
            Address:       13 Defteras Merarchias Street

                                  Piraeus, Greece

          	 	 
	
            Occupation:  Attorney-at-law

          	 	 	 


    

    

  

  

  

  89