Dorado Tankers Pool Inc.

(the Borrower)

Macquarie Bank Limited, London Branch

(the Lender)

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Schedule 1

Part 1

Part 2

Part 3

Schedule 2

Schedule 3

Schedule 4

Schedule 5

Schedule 6

Schedule 7

Schedule 8

Dorado Tankers Pool Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands, with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Borrower”); and

Macquarie Bank Limited, London Branch, acting through its office at Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD (the “Lender”).

Definitions and interpretation

Definitions

for each Administration Fee Period commencing on or prior to the first anniversary of the date of the first Utilisation, 2% per annum of the average amount of the Loans outstanding for the relevant Administration Fee Period provided that:

in respect of the First Administration Fee Period, the relevant Administration Fee shall not exceed the First Administration Fee Period Cap; and

in respect of any Subsequent Administration Fee Period, the relevant Administration Fee for that Subsequent Administration Fee Period shall not exceed $6,250; and

where the Termination Date has been extended in accordance with Clause 8.1.1 beyond the first anniversary of the date of the first Utilisation, for each Administration Fee Period commencing after the first anniversary of the date of the first Utilisation, 0.8% per annum of the average amount of the Loans outstanding for the relevant Administration Fee Period provided that the relevant Administration Fee for that Administration Fee Period shall not exceed $2,500;

specified as such in the Reference Rate Terms; or

determined by the Lender in accordance with the methodology specified in the applicable Reference Rate Terms;

is agreed in writing by the Borrower and the Lender; and

contains amendments to the terms set out in Schedule 7 (Borrowing Base Terms);

the adoption or taking effect of any law, regulation or treaty;

any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or

the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority, and, for the avoidance of doubt, shall include the adoption and taking effect of:

the Dodd-Frank Wall Street Reform and Consumer Protection Act together with all requests, guidelines or directives in connection therewith; and

all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III;

Borrower Collection Account:

ABN AMRO Bank N.V., Amsterdam branch

ABNANL2A

NL36ABNA0107034271

107034271;

Singaporean Charterer Collection Account, such account nominated by the Borrower and accepted by the Lender; and

UK Charterer Collection Account:

ABN AMRO Bank N.V., Amsterdam branch

ABNANL2A

NL87ABNA0111357128

111357128;

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

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

from performing its payment obligations under the Finance Documents; or

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

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

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

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

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

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

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

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

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

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

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

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

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a Security Party which liability would fall within one of the other sections of this definition;

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

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 30 days after the date of supply;

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

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

a reduction in the rate of return from the Facility or on the Lender’s overall capital;

an additional or increased cost; or

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

is subject to a Time Charter Event or Lien Event;

a Vessel that has been withdrawn from the Pool (provided that that current claims relative to that Vessel can continue to be included);

is chartered into the Pool by the Borrower from a third party that is not a Pool Participant, unless otherwise agreed by the Lender;

is fixed by the Borrower to a third party on time charter terms;

is chartered into the Pool on a form other than the Approved Form Charterparty;

has been suspended or removed from or is otherwise for the time being not participating or operating in the Pool; and

has been excluded by the Lender for the purpose of calculating a Borrowing Base Amount pursuant to Clause 6.2.1 (Approved Counterparties);

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

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

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

any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered pursuant to part 1 of Schedule 1 (Conditions Precedent);

a pool agreement in respect of m.t. “LILA RHINE” dated 4 January 2022 and entered into between Shuri Services Ltd as pool participant, Heidmar as agent and the Borrower as the pool company; and

a pool agreement in respect of m.t. “LILA AMAZON” dated 19 January 2022 and entered into between Gaia Shipping Ltd as pool participant, Heidmar as agent and the Borrower as the pool company, and “LILA Pool Agreement” means any one of them;

the business, operations, property or condition (financial or otherwise) of any Security Party or the Commercial Manager;

the ability of any Security Party to perform its obligations under any Finance Document;

the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of the Lender under any of the Finance Documents; or

any Approved Charterparty;

any Security which has the prior written approval of the Lender;

any Security created by or pursuant to the Finance Documents;

unless a Default is continuing, any ship repairer’s or outfitter’s possessory lien in respect of that Vessel for an amount not exceeding US$500,000 or the equivalent in any other currency, provided not more than 30 days overdue;

liens for unpaid master’s and crew’s wages, provided not more than 30 days overdue;

liens for salvage; or

liens for master’s disbursements incurred in the ordinary course of trading up to an aggregate amount at any time not exceeding $500,000, provided not more than 30 days overdue;

the Daily Rate for that RFR Banking Day; and

the applicable Baseline CAS;

is agreed in writing by the Borrower and the Lender;

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

has been made available to the Borrower;

its Original Jurisdiction;

any jurisdiction where any asset subject to or intended to be subject to the Security Documents to be created by it is situated; and

any jurisdiction where it conducts its business;

the period commencing on the day after the end of the First Administration Fee Period and ending on the next Quarter End Date; and

each such subsequent period commencing on the day after a Quarter End Date and ending on the next Quarter End Date;

a Pool Participant or any Upstream Disponent Owner of a Vessel failing to make payment (or failing to perform any other obligation) under any Upstream Charterparty;

the registered owner of a Vessel or an Upstream Disponent Owner of a Vessel giving notice of withdrawal with respect to that Vessel;

the registered owner of a Vessel or an Upstream Disponent Owner of a Vessel withdrawing that Vessel;

the termination of any Upstream Charterparty; or

a party to any Upstream Charterparty taking any enforcement step whatsoever;

Construction

Any reference in this Agreement to:

the Lender, the Borrower, any Secured Party or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

a Finance Document, a Pool Agreement, Singaporean Charter, a Singaporean Sub-Charter, UK Charter, a UK Sub-Charter or any other agreement or instrument is a reference to that Finance Document, Pool Agreement, Singaporean Charter, a Singaporean Sub-Charter, UK Charter, a UK Sub-Charter or other agreement or instrument as amended, supplemented, replaced or novated from time to time and includes a reference to any document which amends, supplements, replaces, novates or is entered into, made or given pursuant to or in accordance with any of the terms of a Finance Document, a Pool Agreement, Singaporean Charter, a Singaporean Sub-Charter, UK Charter, a UK Sub-Charter or, as the case may be, the relevant agreement or instrument;

”indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of any money, whether present or future, actual or contingent;

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

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

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

unless a contrary indication appears, a time of day is a reference to London time;

US$ or United States Dollars means the lawful currency of the United States of America; and

where any matter may be waived or requires the consent or approval of, the giving of notice, or confirmation by a party to this Agreement, such waiver or approval or consent or giving of notice or confirmation shall not be deemed to have been given unless given in writing.

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

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.

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived.

Words implying the singular include the plural and vice versa.

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

any replacement page of that information service which displays that rate; and

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

Reference to a Central Bank Rate A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

Reference Rate Supplement Any Reference Rate Supplement overrides anything in Schedule 8 (Reference Rate Terms) or any earlier Reference Rate Supplement.

Rate for a period equal in length The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

Third party rights

Other than a Secured Party, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

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

Survival of Borrower’s liability

any failure of this Agreement or any other of the Finance Documents to be legal, valid, binding and enforceable in relation to the Borrower whether as a result of lack of corporate capacity, due authorisation, effective execution or otherwise;

any giving of time, forbearance, indulgence, waiver or discharge in relation to the Borrower; or

any other matter or event whatsoever which would have the effect of impairing all or any of the liabilities or any obligations of the Borrower.

Contractual recognition of bail-in

In this Clause 1.5:

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write- down and Conversion Powers contained in that law or regulation; and

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

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

in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:

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

any similar or analogous powers under that Bail-In Legislation; and

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

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

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

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

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

a cancellation of any such liability; and

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

The Facility

Subject to the terms of this Agreement, the Lender agrees to make the Facility available to the Borrower, up to an amount not exceeding the Facility Limit on a non- committed basis.

The Facility may be utilised, in accordance with and subject to the other terms and conditions of this Agreement, to provide revolving loans, where any Utilisation made has an Interest Period of one day and is not repayable over a fixed term, and which loan may be added to or increased from time to time by making further Utilisations on the same basis, in an aggregate amount not greater than the Facility Limit.

Purpose and monitoring

Purpose

Monitoring

Conditions of utilisation

Initial conditions precedent

Further conditions precedent

no Default is continuing or would result from the proposed Utilisation;

the representations made by the Borrower under Clause 19 (Representations and warranties) are true; and

the Lender, at its absolute discretion, agrees to make such Utilisation available.

Conditions Subsequent

No waiver

Form and content

be in form and substance acceptable to the Lender; and

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

Utilisation

Delivery of a Utilisation Request

at least three Business Days before the first proposed Utilisation Date; and

thereafter, at least one Business Day before the proposed Utilisation Date in cases where the Borrower will request that the amount of the proposed Utilisation shall be greater or less than the amount of the Loan that will be outstanding on the proposed Utilisation Date,

Completion of a Utilisation Request

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

it is signed by an authorised signatory of the Borrower;

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

the amount of the Utilisation complies with Clause 5.3 (Currency and amount);

the provisions of Clause 4.2 (Further conditions precedent) have been satisfied; and

the Borrower indicates the duration of the Interest Period in accordance with Clause 11 (Interest Periods).

Only one Loan may be requested in each Utilisation Request.

Currency and amount

Each Utilisation must be in United States Dollars.

The amount of a proposed Utilisation to be advanced to the Borrower, when aggregated with the Outstanding Indebtedness, must be less than or equal to the Borrowing Base Amount.

The minimum amount of a proposed Utilisation must be the lower of (i) US $100,000 and (ii) the Facility Limit less the Outstanding Indebtedness.

No more than three Loans may be outstanding at any time.

The amount of a proposed Utilisation to be advanced to the Borrower, when aggregated with the Outstanding Indebtedness must not exceed the Facility Limit.

The amount of a proposed Utilisation to be advanced to the Borrower, when aggregated with the Total Outstanding Indebtedness must not exceed the Combined Facility Limit. The Borrower may in conjunction with a Facility Increase Notice give notice to the Lender (each such notice, a “Combined Facility Limit Increase Notice”) that the Borrower requests an increase of the Combined Facility Limit, which Combined Facility Limit Increase Notice must specify the requested increase to the Combined Facility Limit and the date that the Borrower wishes for such increase to take effect. The Lender may in its absolute discretion determine whether or not to agree to a request of the Borrower contained in a Combined Facility Limit Increase Notice. Any agreement by the Lender to a request of the Borrower contained in a Combined Facility Limit Increase Notice must be in writing and shall take effect from the date specified in the Combined Facility Limit Increase Notice provided that the Borrower has satisfied the requirements of Clause 7.2.5 (Acceptance by the Lender) prior to such date. In the event that the Lender does not agree to a request of the Borrower contained in a Combined Facility Limit Increase Notice within ten Business Days of receipt of such request, the Lender shall be deemed to have rejected such request and the Combined Facility Limit shall remain unchanged.

Borrowing base amounts

For the purpose of calculating the amount from time to time of “Eligible Receivables - Freight”, “Eligible Receivables - Demurrage” and “Freight in Transit”, the following shall apply:

“Eligible Receivables - Freight” means freight amounts receivable by the Borrower in relation to any Eligible Vessel which are on open account or supported by letters of credit in form and amount acceptable to the Lender and which are:

net of any payables, set-off or counterclaims;

not more than 30 days overdue after the date of completion of the relevant voyage (or as otherwise approved by the Lender); and

included by the Borrower in its most recently provided Borrowing Base Certificate.

“Eligible Receivables - Demurrage” means demurrage amounts owed to the Borrower pursuant to an Approved Charterparty which have been invoiced to the relevant Approved Counterparty, are on open account or supported by letters of credit in form and amount acceptable to the Lender and which are:

valid under the terms of the relevant Approved Charterparty;

net of any payables, set-off or counterclaims;

less than 150 days outstanding from the date of invoice for the relevant voyage;

for a total amount not exceeding the Demurrage Limit per any valid demurrage claim (or as otherwise approved by the Lender); and

included by the Borrower in its most recently provided Borrowing Base Certificate,

“Freight in Transit” means amounts receivable by, or which may be receivables of, the Borrower arising from partially completed freight voyages pursuant to an Approved Charterparty which have not been invoiced and which are:

contracted pursuant to a commercially reasonable Approved Charterparty that is acceptable to the Lender;

net of any payables, set-off or counterclaims including in respect of bunkers;

in respect of an Approved Charterparty which is:

for an estimated voyage time of less than 120 days (calculated from the completion of cargo loading until completion of cargo discharge at the port of destination, exclusive of the ballast leg); and

in relation to an Eligible Vessel that has been loaded and that has started sailing;

the FT Applied Percentage of contracted voyage lump sum freight amount or, as the case may be, if freight is not calculated in a lump sum, the estimated total freight; and

included by the Borrower in its most recently provided Borrowing Base Certificate.

No amount received or owed to the Borrower may be regarded as being both:

an “Eligible Receivable – Freight” and an “Eligible Receivable – Demurrage”;

an “Eligible Receivable – Freight” and a “Freight in Transit”; or

an “Eligible Receivable – Demurrage” and a “Freight in Transit”,

Until each of the following items are received in form and substance acceptable to the Lender and if required by the Lender, certified, notarised, legalised or attested in a manner acceptable to the Lender, income received by the Singaporean Charterer shall be excluded for the purpose of calculating a Borrowing Base Amount:

a copy of the constitutional documents of the Singaporean Charterer together with such other evidence as the Lender may reasonably require that the Singaporean Charterer is duly incorporated in its country of incorporation and remains in existence with power to enter into, and perform its obligations under, the Relevant Documents to which the Singaporean Charterer is a party;

a copy of a resolution of the board of directors, or equivalent body, of the Singaporean Charterer:

approving the terms of, and the transactions contemplated by, the Finance Documents to which the Singaporean Charterer is a party and resolving that it executes the Finance Documents to which the Singaporean Charterer is a party; and

authorising a specified person or persons to execute the Finance Documents to which the Singaporean Charterer is a party on its behalf,

a copy of the passport of each authorised person referred to in Clause 6.1.5(b);

(if required under the constitutional documents of the Singaporean Charterer or under applicable law) a copy of a resolution signed by all the holders of the issued shares in the Singaporean Charterer, approving the terms of, and the transactions contemplated by, the Relevant Documents to which the Singaporean Charterer is a party;

an original certificate of a duly authorised officer of the Singaporean Charterer:

certifying that each copy document relating to the Singaporean Charterer specified in this Clause 6.1.5 is correct, complete and in full force and effect;

setting out the names of the Singaporean Charterer’s directors, officers and shareholders and the proportion of shares held by each shareholder; and

confirming that securing the Loan would not cause any borrowing, security or similar limit binding on the Singaporean Charterer to be exceeded;

if applicable, the original power of attorney of the Singaporean Charterer under which the Relevant Documents to which the Singaporean Charterer is a party are to be executed or transactions undertaken by the Singaporean Charterer;

duly executed originals of the Assignment and the Account Pledge each given by the Singaporean Charterer and all other documents to be delivered to the Lender under each such Finance Document including, without limitation, each notice and acknowledgement thereunder;

a legal opinion of Virtus Law LLP (Singapore law counsel) (or such other Singapore law counsel as may be agreed by the Lender), legal advisers to the Lender;

confirmation from the Lender that all fees, costs and expenses (including without limitation external legal fees and expenses) then due from the Borrower have been paid;

such documentation and other evidence as is reasonably requested by the Lender to comply with all necessary “know your customer” or similar identification procedures in relation to the transactions contemplated in the Finance Documents;

the written confirmation of the relevant account holder that the Collection Account of the Singaporean Charterer has been opened;

evidence that any process agent referred to in the Assignment given by the Singaporean Charterer has accepted its appointment;

evidence that the prescribed particulars of the Assignment and the Account Pledge each given by the Singaporean Charterer have been delivered to Accounting and Corporate Regulatory Authority (ACRA) in Singapore within the statutory time limit; and

such other documentation as reasonably required by the Lender.

Approved Counterparties

Notwithstanding the foregoing, at any time and from time to time, the Lender shall by giving notice to the Borrower have the right to:

exclude any Approved Counterparty or any Vessel for the purpose of calculating a Borrowing Base Amount;

amend the Approved Counterparty Group Limit for any Approved Counterparty Group set out beside it in Schedule 6 (Approved Counterparty Group List); and

limit or amend the extent to which any amount due from any Approved Counterparty Group or in respect of any Vessel may be treated as an Eligible Receivable for the purpose of calculating a Borrowing Base Amount.

Subject to Clause 6.2.1:

any amounts due from any Approved Counterparty of less than or equal to the lower of (i) when aggregated with other members of the same Approved Counterparty Group, the applicable Approved Counterparty Group Limit for any Approved Counterparty Group set out beside it in Schedule 6 (Approved Counterparty Group List) and (ii) the Discretionary Limit for any other Approved Counterparty, may be treated as an Eligible Receivable for the purpose of calculating a Borrowing Base Amount and shall not require prior approval of the Lender; and

no amount due from any Approved Counterparty in excess of (i) when aggregated with other members of the same Approved Counterparty Group, the applicable Approved Counterparty Group Limit for any Approved Counterparty Group set out beside it in Schedule 6 (Approved Counterparty Group List) or (ii) the Discretionary Limit for any other Approved Counterparty, may be treated as an Eligible Receivable for the purpose of calculating a Borrowing Base Amount.

Borrowing Base Certificates

the aggregate net balance on the Collection Accounts together with copies of bank statements showing such net balance;

the amount of all Eligible Receivables (each broken down as to amount and identity of counterparties) and all off-setting payables in relation thereto, incorporating an ageing report for Eligible Receivables with a combined total and setting out current total expenses of each Approved Counterparty in respect of all Eligible Receivables (including details of any shortfall or excess availability under any Approved Counterparty Group Limit for any Approved Counterparty Group set out beside it in Schedule 6 (Approved Counterparty Group List));

a summary of partially completed voyage charters showing fixture rates and percentage of voyage completed;

such other business or financial information in respect of the Borrower or the operation of the Pool as the Lender shall have reasonably requested;

the amount of the Outstanding Indebtedness; and

confirmation that the amount of the Outstanding Indebtedness does not exceed the Borrowing Base Amount.

Facility increase

Facility Increase Notice

The Borrower may at any time give notice to the Lender (every such notice, a “Facility Increase Notice”) that the Borrower requests an increase of the Facility.

Each Facility Increase Notice shall request an increase of the Facility by no less than US$1,000,000.

The Facility Increase Notice shall state the proposed date of the increase of the Facility, which shall not be less than 20 Business Days after the date of such notice.

An increase of the Facility may be permanent or temporary. Any increase of the Facility shall otherwise be subject to the same terms and conditions as the Facility.

Acceptance by the Lender

Upon receipt of a Facility Increase Notice, the Lender may elect, at its absolute discretion, whether to agree to the increase of the Facility requested in the Facility Increase Notice, or to refuse the increase of the Facility requested.

Any acceptance by the Lender of an increase of the Facility pursuant to Clause 7.2.1 shall only be effective if given in writing by the Lender to the Borrower (an “Increase Notice”) and shall only become effective upon the date elected in the Increase Notice and upon satisfaction of the requirements of Clause 7.2.4.

If the Lender does not accept any increase of the Facility requested pursuant to a Facility Increase Notice within 15 Business Days of receipt of such notice then the Lender shall be deemed to have refused the increase requested, and the Facility shall remain unchanged.

No increase of the Facility shall take effect if a Default is continuing.

Any increase of the Facility shall only take effect once the Borrower has:

paid to the Lender all fees, costs and expenses then due from the Borrower by the date any increase of the Facility Limit is to be effective from; and

provided to the Lender all documents, opinions or assurances which the Lender considers to be necessary or desirable in connection with any increase of the Facility Limit.

All documents and evidence delivered to the Lender under this Clause 7.2 shall:

be in form and substance acceptable to the Lender; and

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

Borrower’s right to revert to Facility LimitAt any time after the Facility has been increased in accordance with this Clause 7, the Borrower may notify the Lender in writing that it wishes to reduce the Facility to US$10,000,000 or such higher amount that may be agreed between the Borrower and the Lender.

Renewal and extension

Extension

Provided that the Lender has not in writing:

demanded that the Facility shall be repayable pursuant to Clause 9.2; or

accelerated the Facility in accordance with Clause 22.20; or

notified the Borrower to the contrary,

Repayment, prepayment and cancellation

Repayment of Loans

Lender’s right to demand early repayment

Outstanding Indebtedness exceeding Borrowing Base Amount

Illegality

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

upon the Lender notifying the Borrower, the Facility shall be immediately cancelled; and

the Borrower shall repay the Outstanding Indebtedness on the earlier of (i) on the last day of the Interest Period or (ii) the date notified by the Lender to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

Sanctions

sells, charters, leases or otherwise provides a Vessel indirectly to any person or company which is prohibited to contract under any Sanction Programme;

sells, charters, confers, leases or otherwise provides a Vessel indirectly to any charterer, person or other third person or company in respect of whom there is any credible indication that such charterer, person or company is dealing with goods that are prohibited to be sold, supplied, transferred, purchased, exported or imported under any Sanction Programme, or carries out business with a person or company dealing with such goods or otherwise has direct or indirect business contacts with a person or company which is dealing with such goods; or

charters, confers, leases or otherwise provides a Vessel indirectly to any charterer or other third person or company in respect of whom there is any credible indication that such person or company carries out business with a person or company that is prohibited to contract under any Sanction Programme, or has business contacts with such a person or company that is prohibited to contract under any Sanction Programme,

Voluntary cancellation of the Facility

Voluntary prepayment

Restrictions

Any notice of cancellation or prepayment given by any Party under this Clause 9 (Repayment, Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs (unless the Lender is in default), without premium or penalty.

The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Facility Limit except at the times and in the manner expressly provided for in this Agreement.

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

Interest

Calculation of interest

the Margin; and

the Reference Rate,

Payment of interest

Default interest

Notification of rates of interest

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

The Lender shall promptly upon an Interest Payment being determinable, notify the Borrower of (a) that Interest Payment and (b) each applicable rate of interest relating to the determination of that Interest Payment. This Clause shall not apply to any Interest Payment determined pursuant to Clause 12.1 (Market Disruption).

This Clause 10.4 shall not require the Lender to make any notification to the Borrower on a day which is not a Business Day.

Interest periods

Non-Business Days

Changes to the calculation of interest

Market disruption

If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest for that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the Cost of Funds.

In this Agreement, “Market Disruption Event” means:

if there is no applicable RFR or Central Bank Rate for the purposes of calculating the Daily Rate for an RFR Banking Day during an Interest Period and “Cost of Funds will apply as a fallback” is specified in the Reference Rate Terms; or

if, before close of business in London on the Reporting Day for the relevant Loan, the Borrower receives notification from the Lender that its Cost of Funds relating to a Loan would be in excess of the Market Disruption Rate.

Alternative basis of interest or funding

If a Market Disruption Event occurs and the Lender or the Borrower so requires, the Lender and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest, after which time, the applicable rate of interest shall be such rate as is agreed between the parties during such negotiations, or in the absence of any such agreement, such rate as is determined by the Lender acting reasonably.

Any alternative basis agreed pursuant to this Clause 12.2 shall be binding on all Parties.

Break costs

The Borrower shall, within three Business Days of demand by the Lender, pay to the Lender, any amount specified as Break Costs in the Reference Rate Terms.

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

Fees

Administration Fee

Tax gross-up and indemnities

Tax definitions

Tax gross-up

The Borrower shall (and shall procure that each other Security Party shall) make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

The Borrower shall promptly upon becoming aware that it or any other Security Party must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrower and any such Security Party on becoming so aware in respect of a payment payable to the Lender.

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

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower or the other Security Party making that Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

Tax indemnity

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

Clause 14.3 (Tax indemnity) shall not apply with respect to any Tax assessed on the Lender:

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

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

Clause 14.3 (Tax indemnity) shall not apply to the extent a loss, liability or cost:

is compensated for by an increased payment under Clause 14.2 (Tax gross-up);

would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in Clause 14.2.3 (Tax gross-up) applied;

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

If the Lender makes, or intends to make a claim pursuant to this Clause 14.3 (Tax indemnity), it shall promptly notify the Borrower of the event which has given rise to the claim.

FATCA information

Subject to Clause 14.4.3, each Party shall, within ten Business Days of a reasonable request by another Party:

confirm to that other Party whether it is:

a FATCA Exempt Party; or

not a FATCA Exempt Party; and

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

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

If a Party confirms to another Party pursuant to Clause 14.4.1(a)(i) 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 as soon as reasonably practicable.

Clause 14.4.1 shall not oblige the Lender to do anything, and Clause 14.4.1(c) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

any law or regulation;

any policy of the Lender;

any fiduciary duty; or

any duty of confidentiality.

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with Clause 14.4.1 (including, for the avoidance of doubt, where Clause 14.4.3 applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

FATCA Deduction and gross-up by a Security Party

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.

The Borrower shall (and shall procure that each other Security 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 a FATCA Deduction) notify the Lender accordingly. Similarly, the Lender shall notify a Security Party on becoming so aware in respect of a payment payable to it by that Security Party.

Stamp taxes

Indirect tax

All amounts set out or expressed in a Finance Document to be payable by any Security Party to the Lender shall be deemed to be exclusive of any Indirect Tax. If any Indirect Tax is chargeable on any supply made by the Lender to any Security Party in connection with a Finance Document, that Security Party shall pay to the Lender (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.

Where a Finance Document requires any Security Party to reimburse or indemnify the Lender for any cost or expense, that Security Party shall reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or expense, including such part thereof as represents Indirect Tax, save to the extent that the Lender reasonably determines that it is not entitled to credit or repayment in respect of such Indirect Tax from the relevant tax authority.

Increased costs

Subject to Clause 15.3 (Exceptions) the Borrower shall, within ten Business Days of a demand by the Lender, pay to the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of:

any Change in Law or regulation; or

compliance with any law or regulation made after the date of this Agreement.

Increased cost claims

If the Lender intends to make a claim pursuant to Clause 15.1 (Increased costs) it shall notify the Borrower of the event giving rise to the claim.

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

Exceptions

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

attributable to a FATCA Deduction required to be made by a Party which is otherwise compensated for pursuant to Clause 14.5 (FATCA Deduction);

compensated for by Clause 14.3 (Tax indemnity) or would have been compensated for under Clause 14.3 (Tax indemnity) but was not so compensated solely because one of the exclusions in Clause 14.3 (Tax Indemnity) applies;

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

attributable to a change in the rate of tax on the overall net income of the Lender or its Affiliates; or

attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, the Lender or any of its Affiliates) but, for the avoidance of doubt, excluding:

any amendment published after the date of this Agreement contained in any of “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 on 16 December 2010 (“Basel III” or “the Basel III Framework”);

any future guidance or standards in relation to Basel III or the Basel III Framework published or to be published by the Basel Committee on Banking Supervision; and

any other future law or regulation or an amendment to Basel II which implements Basel III or the Basel III Framework.

Other indemnities

Currency indemnity

making or filing a claim or proof against a Security Party; or

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

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

Other indemnities

The Borrower shall, within three Business Days of demand, indemnify the Lender against any cost, loss or liability incurred by the Lender as a result of:

the occurrence of any Default;

a failure by a Security Party to pay any amount due under a Finance Document on its due date;

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

a Loan not being prepaid in accordance with a notice of prepayment given by the Borrower.

investigating any event which it reasonably believes is a Default;

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

instructing lawyers, accountants, tax advisers or other professional advisers or experts as permitted under this Agreement.

The Borrower shall promptly indemnify the Lender, each Affiliate of the Lender and each officer or employee of the Lender or its Affiliate (each such person for the purposes of this Clause 16.2 an “Indemnified Person”) against any documented cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, the Vessel, unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

Subject to any limitations set out in Clause 16.2.2, the indemnity in that Clause shall cover any documented cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

arising or asserted under or in connection with any law relating to safety at sea, any Environmental Law or any Sanction Programme; or

in connection with any Environmental Claim.

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

any failure by the Borrower to comply with its obligations under Clause 18 (Costs and Expenses);

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

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

the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Lender and each Receiver and Delegate by the Finance Documents or by law;

any default by any Security Party in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or

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

Indemnity survival

Mitigation by the Lender

Mitigation

The Lender shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under, or cancelled pursuant to, any of Clause 9.4 (Illegality), Clause 12.1 (Market disruption), Clause 12.3 (Break costs), Clause 14.2 (Tax gross-up), Clause 14.3 (Tax indemnity) or Clause 15 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to an Affiliate or another Facility Office.

Clause 17.1.1 (Mitigation) does not in any way limit the obligations of any Security Party under the Finance Documents.

Limitation of liability

The Borrower shall indemnify, within ten Business Days of demand, the Lender for all documented costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 17.1 (Mitigation).

The Lender is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.

Costs and expenses

Transaction expenses

the negotiation, preparation, printing, execution and perfection of this Agreement and any other documents referred to in this Agreement;

the negotiation, preparation, printing, execution and perfection of any other Finance Documents executed after the date of this Agreement;

any other document which may at any time be required by the Lender to give effect to any Finance Document or which the Lender is entitled to call for or obtain under any Finance Document; and

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

Amendment costs

Enforcement and preservation costs

Representations and warranties

Status

Each of the Security Parties is a corporation or a company (as applicable), duly incorporated and validly existing under the law of its jurisdiction of incorporation.

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

Binding obligations

Non-conflict with other obligations

any law or regulation applicable to such Security Party;

its constitutional documents of such Security Party; or

any agreement or instrument binding upon such Security Party or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument.

Power and authority

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

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

Validity and admissibility in evidence

in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Relevant Documents to which it is a party; or

to carry on its business in the ordinary course and in all material respects as it is being conducted, have been obtained or effected (as appropriate) and are in full force and effect with the exception only of the registrations referred to in Part 3 of Schedule 1 (Conditions subsequent).

Governing law and enforcement

The choice of governing law of any Finance Document will be recognised and enforced in the Relevant Jurisdiction of each Security Party.

Any judgment obtained in relation to any Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in the Relevant Jurisdiction of each Security Party.

Insolvency

corporate action, legal proceeding or other procedure or step described in Clause 22.12 (Insolvency proceedings); or

creditors’ process described in Clause 22.13 (Creditors’ process),

No filing or stamp taxes

registration by the Singaporean Charterer of the relevant Assignment and the relevant Account Pledge at the Accounting and Corporate Regulatory Authority (ACRA) in Singapore and payment of associated fees; and

registration by the UK Charterer of the relevant Assignment and the relevant Account Pledge at Companies House in England and payment of associated fees.

Deduction of Tax

No default

No Default is continuing or might reasonably be expected to result from the making of any Utilisation.

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on any of the Security Parties or to which its assets are subject.

No misleading information

Financial statements

Its audited financial statements were prepared in accordance with GAAP consistently applied.

Its audited financial statements give a true and fair view of its financial condition (consolidated, if applicable) as at the date to which they were drawn up.

Since the date of the most recent financial statements delivered pursuant to Clause 20.1 (Financial statements) there has been no material adverse change in the business, assets or financial condition of any Security Party.

No proceedings pending

Compliance with applicable laws

Environmental matters

each Security Party has complied with the provisions of all Environmental Laws;

each Security Party has obtained all Environmental Approvals and is in compliance with all Environmental Approvals;

no Security Party has received notice of any Environmental Claim that alleges that it is not in compliance with any Environmental Law or any Environmental Approval; and

there is no Environmental Claim pending or, to the best of the Borrower’s knowledge and belief (having made due enquiry), threatened against any Security Party,

Tax compliance

Each Security Party has complied in all material respects with all relevant tax laws and regulations applicable to it and its business and has paid any applicable stamp or other duty in respect of the Facility and the assets which are the subject of the Security Documents.

No Security Party is required under the law of its jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Lender.

Tax liabilities

No claims are being asserted against it with respect to Taxes in respect of the Facility and the assets which are the subject of the Security Documents which, if adversely determined, would have a Material Adverse Effect.

No Security Party is overdue in the filing of any Tax returns required to be filed by it and it has paid all Taxes shown to be due on any Tax returns required to be filed by it or on any assessments made against it for non- payment, unless such payment of Taxes is contested in good faith through appropriate proceedings, or on or in any claim for payment, where failure so to file or so to pay constitutes or would constitute a Material Adverse Effect.\

All amounts payable by each Security Party under the Finance Documents may be paid free and clear of and without deduction for or on account of, any Tax.

Anti-corruption law

No Security or Financial Indebtedness

No Security other than Permitted Liens exists over all or any of the present or future assets of any Security Party.

No Security Party has Financial Indebtedness outstanding other than as permitted by this Agreement.

Pari passu ranking

Security

No adverse consequences

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

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

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

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

Disclosure of material facts

Completeness of Relevant Documents

Money laundering

Sanctions

From the date of this Agreement:

no Security Party, nor any other member of the Group nor any Affiliate of any of them is subject to any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of America, whether or not any Security Party, any other member of the Group or any Affiliate or any charterer is legally bound to comply with the foregoing; or

otherwise imposed by any law or regulation by which any Security Party, any other member of the Group or any Affiliate of any of them is bound or as regards a regulation, compliance with which is reasonable in the ordinary course of business of a Security Party, any other member of the Group or any Affiliate of any of them,

each Security Party is in compliance with any Sanctions Programme and any charterers are in compliance with any Sanctions Programme; and

no Security Party will transport any goods on-board any Vessel, that are prohibited to be sold, supplied, transferred, purchased, exported or imported under any Sanction Programme and will not otherwise employ nor suffer any Vessels’ employment:

in breach of any Sanction Programme;

in any trade, carriage of goods or business which is forbidden by the laws of the United Kingdom or the United States of America as they apply to their members or nationals, or any law applicable to that Security Party, any operator of any Vessel, any charterer of any Vessel or any Vessel, or any country which any Vessel may visit;

in carrying illicit or prohibited goods; or

in a way which may make it liable to be condemned by a prize court or destroyed, seized or confiscated;

no Security Party will transfer, make use of or provide the benefits of any money, proceeds or services provided by or received from the Lender or conduct any business activity (such as entering into any ship acquisition agreement, any ship refinancing agreement and/or any charter agreement) related to a vessel, project, asset or otherwise for which money, proceeds or services have been received from the Lender with any persons, entities or other parties in breach of any prohibitions under any Sanction Programme;

the Vessels will not be sold, chartered, leased or otherwise provided directly by any Security Party to any person or company which is prohibited to contract under any Sanction Programme;

the Vessels will not be sold, chartered, leased or otherwise provided directly by any Security Party to any person or company, if there is any credible indication that such person or company is dealing with goods that are prohibited to be sold, supplied, transferred, purchased, exported or imported under any Sanction Programme, or has business contacts with a person or company which is dealing with such goods;

if any Security Party finds out that any Vessel, without that Security Party’s knowledge, has been sold, chartered, leased or otherwise provided directly or indirectly to any person or company which is prohibited under any Sanction Programme, or which is dealing with goods that are prohibited to be sold, supplied, transferred, purchased, exported or imported under any Sanction Programme or for which there is any credible indication that it has business contacts with a person or company which is dealing with such goods, the Borrower shall notify the Lender immediately and the relevant Security Party shall use its best endeavours to terminate as soon as possible and at the latest after 30 days the relationship (where applicable) with the prohibited person or company under the premise that the Lender would commit a breach of law by this behaviour;

the Vessels will not be chartered, leased or otherwise provided directly by any Security Party to any charterer or other third person or company for which there is any credible indication that such person or company carries out business with a person or company that is prohibited to contract under any Sanction Programme, or has business contacts with such a person or company that is prohibited to contract under any Sanction Programme;

the Vessels will not be chartered, leased or otherwise provided directly by any Security Party to any charterer or other third person or company, if there is any credible indication that such charterer, person or company carries out business with a person or company dealing with goods that are prohibited to be sold, supplied, transferred, purchased, exported or imported under any Sanction Programme, or has business contacts to a person or company dealing with such goods;

if any Security Party finds out that any Vessel, without that Security Party’s knowledge, has been chartered, leased or otherwise provided directly or indirectly by any Security Party to any charterer or other third person for which there is any credible indication that the charterer or other third person carries out business with any person or company which is prohibited to contract, or deals with goods that are prohibited to be sold, supplied, transferred, purchased, exported or imported, under any Sanction Programme, the Borrower shall, and shall procure that such Security Party shall, notify the Lender immediately and the Borrower shall, and shall procure that such Security Party shall, immediately interrupt the relationship with this charterer or third person under the premise that the Lender would commit a breach of law by this behaviour;

if any Security Party charters the Vessels out to a charterer or sells or provides any Vessel to any other third person or company, the Borrower, upon request from the Lender, shall, and shall procure that such Security Party shall, provide evidence to the Lender regarding the identification of the charterer, the purchaser, the person or company to whom any Vessel is provided, the ultimate beneficial owner, the contract partners of the Borrower, and the transported goods;

and the Borrower shall, and shall procure that each Security Party and all other members of the Group and any of their respective Affiliates shall, provide the Lender upon its request with all relevant documentation related to the Vessels, the contract partners of any Security Party, and the transported goods to prove that each Security Party acts within any Sanction Programme.

Form of charters

The forms of charters entered into between the Pool Participants and the Borrower are in the form of the “SHELLTIME 4” time charter (as varied by the Pool Agreement) (“Approved Form Charterparty”) and that pursuant to each such charter the relevant Pool Participant has no or has waived (i) any right to assert a lien over cargoes, freights, sub-freights and/or demurrage for any amount due from the Borrower under such charter and (ii) any right to intercept bill of lading freight.

No charter entered into between the Borrower as disponent owner of a Vessel prohibits the assignment of the Borrower’s rights in favour of the Lender.

Performance of the Pool Agreements

Repetition

Information undertakings

Financial statements

The Borrower shall supply to the Lender as soon as the same become available and in any event within 180 days after the end of each of the Borrower’s financial years, and the Borrower’s consolidated financial statements, in each case audited by a firm acceptable to the Lender (acting reasonably).

The Borrower shall supply to the Lender as soon as the same become available and in any event within 60 days after the end of each quarter of the Borrower’s financial year (other than the last such quarter), the Borrower’s management-prepared financial statements for that quarter (such management-prepared financial statements to include details of any material late receivables or other impairments to the value of the Borrower’s assets) and a Compliance Certificate, in form and substance acceptable to the Lender, signed by a duly authorised signatory of the Borrower in respect of such financial statements.

Requirements as to financial statements

shall be prepared using GAAP or IFRS,

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

Information: miscellaneous

The Borrower shall supply to the Lender:

promptly upon such items becoming available to it, monthly reports in respect of the Pool and any other periodic reporting made available to Pool Participants;

at the same time as they are dispatched, copies of all documents dispatched by any Security Party to its shareholders generally (or any class of them) or dispatched by any Security Party to its creditors generally (or any class of them), in each case, save for documents of a routine or administrative nature;

promptly upon becoming aware of them, the details of any material litigation, arbitration or administrative proceedings which are current, threatened in writing or pending against any Security Party;

promptly, such further information regarding any Security Party, the Pool, the Pool Participants, the Facility and the assets that are the subject of the Security Documents as the Lender may reasonably request save for administrative matters in respect of a subject matter that is not detrimental to the Lender;

promptly upon request from the Lender, if at any time any part or all of the information contained in the Borrowing Base Certificate is not accepted by the Lender, acting reasonably, the Borrower’s records in order for the Lender to verify such information, the costs of such verification being paid by the Borrower;

written notice promptly upon any Change of Control of any Security Party;

prompt written notice of:

the occurrence of any event or circumstance which may reasonably be considered to have a Material Adverse Effect;

any Time Charter Event of which the Borrower becomes aware; and

any Lien Event of which the Borrower becomes aware;

details available to the Borrower of any new Pool Participant as soon as such new Pool Participant becomes a Pool Participant and any new Vessel contributed by Pool Participants from time to time, including whether such Pool Participant is the ultimate registered and beneficial owner of such Vessel and copies of the relevant Pool Agreements pursuant to which such new Pool Participant became a Pool Participant, promptly upon such information becoming known by the Borrower and provided that such information is not subject to any non-disclosure restrictions;

following Lender’s written request, a list of all Eligible Receivables (stating the parties to the underlying Approved Charterparties and the name of the relevant Eligible Vessel, the subject of such charter) together with such additional information in respect of such Eligible Receivables as the Lender may reasonably request and provided that such information is not subject to any non- disclosure restrictions;

within two Business Days of a written request by the Lender, details available to the Borrower of all bills of lading, broker recaps and final fixture recaps together with supporting documentation and evidence in respect of any demurrage claims on voyages in respect of each Vessel, provided that Borrower has received the requested documents or information; and

following the issue of an Early Termination Notice, promptly following the Lender’s written request:

a cash flow projection relating to the Borrower’s repayment of the Outstanding Indebtedness (the “Cash Flow Projection”) and the Borrower shall maintain and update such Cash Flow Projection on a regular basis and to the Lender’s satisfaction (acting reasonably);

copies of all freight invoices, broker recaps and supporting documentation in respect of any current or future employment of a Vessel; and

any other information that is required by the Lender.

The Borrower acknowledges and agrees that, following the Lender’s prior written request and the Borrower’s written consent not to be unreasonably withheld, the Lender may, as it may so require, contact the Borrower’s auditors and/or commodities or securities brokers to discuss matters and to collect on a strictly confidential basis (to the extent commercially reasonable in the context of the Facility and the circumstances at the relevant time) for the purpose of the Facility information relating to the Borrower, and the Borrower also agrees that it will, if necessary, instruct its auditors and/or brokers to provide the requested information to the Lender.

The Borrower shall within three Business Days notify the Lender of any change in its directors and/or officers.

The Borrower shall notify the Lender of:

the occurrence of any event of default or termination event (however so described) under a Pool Agreement, any Singaporean Charter, any Singaporean Sub-Charter, any UK Charter or any UK Sub-Charter promptly;

immediately of the occurrence of any arrest or pending arrest of a Vessel in the Pool;

the occurrence of the enforcement or intended enforcement of any lien (or interception of bill of lading freight) in relation to a Vessel in the Pool upon becoming aware of its occurrence; and

any material adverse change in the financial standing of any Security Party or any of the Pool Participants (subject to confidentiality requirements) promptly.

Notice of Default

“Know your customer” checks

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

any change in the status of a Security Party after the date of this Agreement; or

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

General undertakings

Corporate Status

Authorisations

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

supply certified copies to the Lender of,

Compliance with laws

The Borrower shall comply (and shall procure that each other Security Party shall comply) with all laws to which it is subject (except as regards each Sanction Programme, to which Clause 21.3.2 applies, and anti-corruption laws, to which Clause 21.5 applies).

The Borrower shall comply (and shall procure that each Security Party and each other member of the Group and each Affiliate of any of them shall comply) in all respects with each Sanction Programme.

Compliance with Environmental Laws and notice of Environmental Claims

The Borrower shall (and shall procure that each other Security Party shall) (A) obtain all requisite Environmental Approvals, (B) comply with the terms and conditions of all Environmental Approvals applicable to it, and (C) comply with all other applicable Environmental Laws save that no breach of this Clause 21.4 shall be deemed to have occurred if such breach (x) would not, in the reasonable opinion of the Lender, have or lead to a Material Adverse Effect or (y) has been remedied within ten Business Days of its occurrence.

The Borrower shall promptly upon becoming aware of the same, inform the Lender in writing of:

any Environmental Claim against any Security Party which is current or pending;

and any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced against any Security Party,

Anti-corruption law

The Borrower shall not (and shall procure that no other Security Party shall) knowingly, directly or indirectly, use the proceeds of the Loan for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

conduct its businesses in compliance with applicable anti-corruption laws;

and maintain policies and procedures designed to promote and achieve compliance with such laws.

Taxes

file or cause to be filed all tax returns related to the Facility and to the assets the subject of the Security Documents required to be filed in all jurisdictions in which it is situated or carries on business or is otherwise subject to Taxes; and

pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

such payment is being contested in good faith;

adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Lender under Clause 20.1 (Financial statements); and

such payment can be lawfully withheld.

The Borrower shall not (and shall procure that no other Security Party shall) change its residence for Tax purposes.

Evidence of good standing

Pari passu ranking

Negative Pledge

The Borrower shall not create or permit to subsist any Security (other than Permitted Liens) over any of its assets and any demurrage, freight, sub- freight, or any other asset included in the Borrowing Base under the Facility from time to time including without limitation, any lien over cargoes, freights, sub-freights, demurrage and other receivables payable to the Borrower notwithstanding any term of any Pool Agreement or any charterparty entered into by a Pool Participant with the owner of a Vessel or any other relevant contracts of employment.

neither the Singaporean Charterer nor the UK Charterer shall create or permit to subsist any Security other than Permitted Liens over:

any freight, demurrage or the proceeds of any recoveries payable pursuant to a Singaporean Sub-Charter or (as the case may be) a UK Sub-Charter or over any other payments due to the Singaporean Charterer or (as the case may be) the UK Charterer under a Singaporean Sub- Charter or (as the case may be) a UK Sub-Charter; and

any insurance proceeds due to the Singaporean Charterer or (as the case may be) the UK Charterer in respect of the Vessels subject to a Singaporean Sub-Charter or (as the case may be) a UK Sub-Charter from time to time other than Permitted Liens (including without limitation, under any charterparty entered into by a Pool Participant with the registered owner of a Vessel); and

no other Security Party shall create or permit to subsist any Security over any of its assets from time to time other than Permitted Liens, (including without limitation, under any charterparty entered into by a Pool Participant with the registered owner of a Vessel).

Disposal and acquisition of assets

Arm’s length basis

Except as permitted under Clause 21.11.2, the Borrower shall not enter into any transaction with any person except on arm’s length terms and for full market value.

Fees, costs and expenses payable under the Relevant Documents in the amounts set out in the Relevant Documents delivered to the Lender under Clause 4.1 (Initial conditions precedent) or agreed by the Lender shall not be a breach of this Clause 21.11.

Merger or Joint Venture

The Borrower shall not enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction or joint venture arrangement pursuant to which assets, profits, losses, liabilities or obligations are shared in any way.

The Borrower shall procure that neither the Singaporean Charterer nor the UK Charterer shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction or joint venture arrangement pursuant to which assets, profits, losses, liabilities or obligations are shared in any way.

Change of business or management

No acquisitions

Financial Indebtedness

Financial Indebtedness under the Security Documents;

unsecured Financial Indebtedness arising in the ordinary course of a pool or revenue sharing arrangement manager’s business (including intra-group indebtedness on a subordinated basis); and

 any Financial Indebtedness approved by the Lender in writing.

No substantial liabilities

No loans or credit

No guarantees or indemnities

Inspection of records

Capital contributions of Pool Participants

the Minimum Contribution Amount per Vessel; and

the Minimum Aggregate Amount in total.

Changes to Pool Agreement

The Borrower shall not, without the prior written approval of the Lender (who shall respond to any such request within five Business Days), such approval not to be unreasonably withheld, materially vary the terms of any provision in any Pool Agreement or any other vessel contribution agreement.

in respect of a Standard Form Pool Agreement, a variation to the definition of “Pool” and/or any one or more of clause III, clause IV B)7), clause IV B)8), clause V C), clause V E), clause VI, clause VII, clause X, clause XI, clause XIII, clause XVII and clause XXI; and

in respect of a LILA Pool Agreement, a variation to the definition of “Pool” and/or any one or more of clause II, clause III B)6), clause III B)8), clause IV C), clause IV F), clause V, clause VI, clause IX, clause X, clause XII, clause XVI and clause XVIII;

or a variation that has the effect of:

increasing the fee payable to the Commercial Manager (as referred to at clauses V and VI of a LILA Pool Agreement and clauses VI and VII of a Standard Form Pool Agreement);

altering the “Agent’s Undertakings” as set out at clause II of a LILA Pool Agreement and clause III of a Standard Form Pool Agreement;

changing the order of payments for liabilities due to the Pool Participants, pursuant to the Pool Agreements;

preventing the Borrower from concluding a contract of affreightment or voyage charter, or any other type of transportation contract, with the Pool’s customers as principal;

altering the basis on which the Borrower holds title (both legal and equitable) to the sums deposited in the relevant Collection Account;

altering the distribution of the “pool earnings” (as such term is used in each Pool Agreement) to Pool Participants;

altering and/or reducing the flow of information (as required by the Lender) from the Borrower to the Lender on the Pool’s operations and finances; or

altering and/or is detrimental to the Lender’s security over the Borrower’s receivables and/or assets; or

any non-material change to a Pool Agreement that varies any of the provisions set out at Clause 21.21.1(a) or has any of the effects set out at Clause 21.21.1(b).

The Borrower shall ensure that, if a Pool Participant assigns its earnings pursuant to:

in respect of a LILA Pool Agreement, clause XVI; or

in respect of a Standard Form Pool Agreement, clause XVII,

The Borrower shall ensure that:

any Vessel is chartered into the Pool on the Approved Form Charterparty; and

notwithstanding the foregoing, the Borrower shall ensure that pursuant to each charter the Pool Participant shall not have or shall waive (i) any right to assert a lien over cargoes, freights, sub- freights and/or demurrage for any amount due under such Pool Charter (ii) any right to intercept bill of lading freight.

Minimum number of Vessels

Insurance

The Borrower will obtain and thereafter maintain, and shall procure that each Pool Participant will obtain and maintain, appropriate and adequate insurance satisfactory to the Lender with responsible and reputable insurance companies or associations covering its assets and business in such amounts and covering such risks as a prudent pool or revenue sharing arrangement operator would cover, including but not limited to (if and where applicable) (i) Hull & Machinery, (ii) Protection and Indemnity cover, (iii) Loss of Freight Hire, (iv) FD&D, (v) Piracy, Kidnap and Ransom Insurance and (vi) Charterer’s Liability Insurance.

The Borrower shall as soon as reasonably practicable and in any case with 30 days’ prior written notice of any changes to, cancellation or termination of any insurance policy taken out by the Borrower pursuant to this Clause 21.23 and shall permit the Lender to remedy any event which may have led to such cancellation or termination at its discretion provided that the Lender shall be under no duty to do so.

Audit and access to books and records

Notwithstanding the provisions of Clause 20 (Information undertakings), the Borrower shall ensure, at its cost, that the Lender, by independent reputable auditors or other persons acceptable to the Lender for such purpose, has the right to inspect its books and records from time to time, including inter alia, for the purpose of delivering to the Lender an independent report regarding the assets comprising the Eligible Receivables. The Borrower shall be liable for the cost of one such inspection per calendar year, unless a Default has occurred, in which case the Borrower shall be liable for the cost of all inspections deemed necessary by the Lender.

The Borrower shall ensure that the Lender, by independent reputable auditors or other persons appointed by the Lender for such purpose, has the right to conduct an audit of the Borrower (x) within 120 days of the Closing Date at the cost of the Borrower and (y) once per fiscal year (or more frequently at the discretion and cost of the Lender acting reasonably), to evaluate in particular the Borrowing Base Certificate preparation, operational systems, controls and procedure, trading systems, limits and controls of the Borrower for the purpose of delivering to the Lender an independent report. Any such audit will be carried out during regular business hours, and so as to minimise interference with the business of the Borrower. The Borrower shall be liable for the cost of one such inspection per fiscal year, unless a Default has occurred, in which case the Borrower shall be liable for the cost of all inspections deemed necessary by the Lender. The cost of the one inspection in a fiscal year which is for the account of the Borrower shall include in particular, but shall not be limited to, all reasonable out of pocket expenses. Invoices in respect of such audit costs shall be sent to the Borrower.

Deficient Borrowing Base Certificate

procure the cancellation of such Deficient Borrowing Base Certificate and its replacement by a Compliant Borrowing Base Certificate; or

repay such amount of the Outstanding Indebtedness to the extent necessary to ensure that any outstanding Borrowing Base Certificate constitutes a Compliant Borrowing Base Certificate.

Filings

No borrowing or trading

Further assurance

The Borrower shall (and shall procure that each other Security Party shall) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Lender may reasonably specify (and in such form as the Lender may reasonably require in favour of the Lender or its nominee(s)):

to perfect any Security created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Lender provided by or pursuant to the Finance Documents or by law;

to confer on the Lender a Security over any property and assets of the Borrower located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Security Documents; and/or

to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents.

The Borrower shall (and shall procure that each other Security Party shall) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Lender by or pursuant to the Finance Documents.

Events of default

Non-payment

its failure to pay is caused by administrative or technical error; and

payment is made within three Business Days of its due date.

Other specific obligations

Other obligations

A Security Party does not comply with any provision of the Finance Documents (other than those referred to in Clause 22.1 (Non-payment) and Clause 22.2 (Other specific obligations)).

if the failure to comply is capable of remedy and is remedied within five Business Days; and

in respect of any failure by any Security Party to comply with the provisions of Clause 21.20 (Capital contributions of Pool Participants), Clause 21.21 (Changes to Pool) or Clause 21.22 (Minimum number of Vessels) if the failure to comply is capable of remedy and is remedied within five Business Days,

Change of business or management

Any substantial change is made to the general nature of the business of any Security Party or the Commercial Manager from that carried on at the date of this Agreement.

Any Change of Control occurs at any time.

Merger

Misrepresentation

Effectiveness of Finance Documents

It is or becomes unlawful for a Security Party to perform any of its obligations under the Finance Documents to which it is a Party, any Pool Agreement, a Singaporean Charter, a Singaporean Sub-Charter, a UK Charter or a UK Sub-Charter.

Any Security created or expressed to be created or evidenced by the Finance Documents ceases to be effective.

Any obligation or obligations of the Borrower under any Finance Documents, any Pool Agreement, a Singaporean Charter, a Singaporean Sub-Charter, a UK Charter or a UK Sub-Charter are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lender under the Finance Documents.

Any Finance Document, any Pool Agreement, a Singaporean Charter, a Singaporean Sub-Charter, a UK Charter or a UK Sub-Charter ceases to be in full force and effect in accordance with its terms or is alleged by a Security Party to be ineffective in accordance with its terms for any reason or any Security created or expressed to be created or evidenced by the Finance Documents ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than the Lender) to be ineffective.

A Security Party repudiates a Finance Document, any Pool Agreement, a Singaporean Charter, a Singaporean Sub-Charter, a UK Charter or a UK Sub-Charter or evidences an intention to repudiate a Finance Document, any Pool Agreement, a Singaporean Charter, a Singaporean Sub-Charter, a UK Charter or a UK Sub-Charter.

Cross-default

any of its Financial Indebtedness is not paid when due (after the expiry of any originally applicable grace period);

any of its Financial Indebtedness:

becomes prematurely due and payable;

is placed on demand; or

is capable of being declared by or on behalf of a creditor to be prematurely due and payable or of being placed on demand,

any commitment for its Financial Indebtedness is cancelled or suspended as a result of an event of default or any provision having a similar effect (howsoever described),

Material Adverse Effect

Litigation

Insolvency

it is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due or insolvent;

it admits its inability to pay its debts as they fall due;

it suspends making payments on any of its debts or announces an intention to do so;

by reason of actual or anticipated financial difficulties, it begins negotiations with any creditor for the rescheduling or restructuring of any of its indebtedness;

a moratorium is declared in respect of any of its indebtedness. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium; or

the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities).

Insolvency proceedings

any step is taken with a view to a moratorium or a composition, compromise, assignment or similar arrangement with any of its creditors;

a meeting of its shareholders, directors or other officers is convened for the purpose of considering any resolution for, to petition for or to file documents with a court or any registrar for, its winding-up, administration, dissolution or judicial management or any such resolution is passed;

any person presents a petition, or files documents with a court or any registrar, for its winding-up, administration, dissolution, judicial management or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise);

any Security is enforced over any of its assets;

an order for its winding-up, administration, judicial management or dissolution is made;

any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, receiver and manager, judicial manager, manager or similar officer is appointed in respect of it or any of its assets;

its shareholders, directors or other officers request the appointment of, or give notice of their intention to appoint, a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator, receiver and manager, judicial manager, manager or similar officer;

or any other analogous step or procedure is taken in any jurisdiction.

Creditors’ process

Any attachment or sequestration affects any asset of a Security Party or the Heidmar where the claim relating to such attachment or sequestration is for an amount of at least US$500,000 and is not discharged within 15 days; or

any distress, execution or analogous event affects any asset of a Security Party or Heidmar having an aggregate value of at least US$500,000 and is not discharged within 15 days.

Change of key personnel

Conditions subsequent

Cessation of business

Expropriation

Repudiation and rescission of agreements

A Security Party rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document.

Any party to any of the Relevant Documents that is not a Finance Document rescinds or purports to rescind or repudiates or purports to repudiate that Relevant Document in whole or in part where to do so has or is, in the reasonable opinion of the Lender, likely to have a Material Adverse Effect.

Revocation or modification of Authorisation

Acceleration

cancel the Facility whereupon it shall immediately be cancelled; and/or

declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

exercise its rights under the Security Documents and take all steps it deems necessary to enforce the Security thereunder.

Collection accounts

Opening and operation of the Collection Accounts

Deposits to the Collection Accounts

Borrower Collection Account The Borrower shall procure that throughout the Facility Period (i) the proceeds of all Eligible Receivables, any recoveries in respect thereof and all other payments due to the Borrower under a transportation contract (including any time charters) concluded by the Borrower and any entity that has entered into a charterparty with the Borrower and, (ii) unless otherwise required pursuant to a Finance Document, all insurance proceeds due to the Borrower or the Commercial Manager in respect of the Vessels are credited to the Collection Account of the Borrower.

Singaporean Charterer and UK Charterer Collection Accounts The Borrower shall procure, and shall ensure that the Singaporean Charterer and the UK Charterer procures, that throughout the Facility Period (i) all freight, demurrage and all the proceeds of all recoveries payable pursuant to each Singaporean Sub-Charter and (as the case may be) each UK Sub-Charter and all other payments due to the Singaporean Charterer and (as the case may be) the UK Charterer under each Singaporean Sub-Charter and (as the case may be) each UK Sub-Charter and, (ii) unless otherwise required pursuant to a Finance Document, all insurance proceeds due to the Singaporean Charterer, the UK Charterer or the Commercial Manager in respect of the Vessels subject to a Singaporean Sub-Charter or (as the case may be) a UK Sub-Charter are credited to the Collection Account of the Singaporean Charterer or (as the case may be) the Collection Account of the UK Charterer.

Withdrawals

Access to information

The Borrower agrees, and the Borrower shall procure that the Singaporean Charterer and the UK Charterer agree, that the Lender (and its nominees) may from time to time during the Facility Period review the records (whether in written or electronic form) in relation to the relevant Collection Accounts, and irrevocably waive any right of confidentiality which may exist in relation to those records.

Within 90 days of the date of this Agreement, the Borrower shall provide the Lender with internet based read-only access to the relevant Collection Accounts or, if this is not possible, the Borrower shall arrange for similar direct access to the information in respect of the relevant Collection Accounts to be provided to the Lender, by way of SWIFT or otherwise.

Statements

Change of lender

Assignment and transfer by the Lender

assign any of its rights; or

transfer by novation any of its rights and obligations

Conditions of assignment or transfer

The Borrower’s prior written consent shall be obtained for an assignment or transfer in accordance with Clause 24.1 (Assignment and transfer by the Lender) unless the assignment or transfer is:

to an Affiliate of any Lender; or

made after the occurrence of an Event of Default.

If:

the Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or the Lender acting through its new Facility Office under Clause 14 (Tax Gross Up and Indemnities) or Clause 15 (Increased Costs), then the New Lender or the Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Lender or the Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Limitation of responsibility of Lender

Unless expressly agreed to the contrary, the Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

the legality, validity, effectiveness, adequacy or enforceability of the Relevant Documents or any other documents;

the financial condition of any Security Party;

the performance and observance by any Security Party of its obligations under the Relevant Documents or any other documents; or

the accuracy of any statements (whether written or oral) made in or in connection with any of the Relevant Documents or any other document,

Each New Lender confirms to the Lender that it:

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Security Party and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Lender in connection with any of the Relevant Documents; and

will continue to make its own independent appraisal of the creditworthiness of each Security Party and its related entities whilst any amount is or may be outstanding under the Finance Documents or any part of the Loan is undrawn and available.

Nothing in any Finance Document obliges the Lender to:

accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 24 (Change of lender); or

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Security Party of its obligations under the Relevant Documents or otherwise.

Security over Lender’s rights

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

any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by the Lender as security for those obligations or securities,

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

require any payments to be made by any Security Party other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the Lender under the Finance Documents.

Change of Security Parties

Prohibition of assignment

Payments to the Lender

Order of application

in discharging any sums owing to the Lender or any Secured Party;

in payment of all costs and expenses incurred by Lender or any Secured Party in connection with any realisation or enforcement of any Security Document taken in accordance with the terms of this Agreement; and

in payment to the Lender for application in accordance with Clause 26.3 (Partial payments).

Prospective liabilities

any sum to the Lender or any Secured Party; and

any part of the Outstanding Indebtedness,

Partial payments

Disruption to Payment Systems etc.

the Lender may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facility as the Lender may deem necessary in the circumstances;

the Lender shall not be obliged to consult with the Borrower in relation to any changes mentioned in Clause 26.4.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

any such changes agreed upon by the Lender and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 32 (Remedies and Waivers); and

the Lender shall not be liable for any damages, costs and losses whatsoever (including without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Lender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 26.4.

No set-off by Security Parties

Business Days

Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal at the rate payable on the original due date.

Currency of account

Subject to Clauses 26.7.2 to 26.7.5 (Currency of account) below, the United States Dollar is the currency of account and payment for any sum due from a Security Party under any Finance Document.

A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated on its due date.

Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

Any amount expressed to be payable in a currency other than United States Dollars shall be paid in that other currency.

Set-off

Notices

Communications in writing

Addresses

in the case of the Borrower:

in the case of the Lender:

Delivery

Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

if by way of letter, when it has been left at the relevant address, if a particular department or officer is specified as part of its address details provided under Clause 28.2 (Addresses), if addressed to that department or officer; or

if by electronic mail, when received in readable form and in the case of any electronic mail made by the Borrower to the Lender only if it is addressed in such manner as the Lender shall specify for this purpose.

Any communication or document to be made or delivered to the Lender will be effective only when actually received by the Lender and then only if it is expressly marked for the attention of the department or officer identified above (or any substitute department or officer as the Lender shall specify for this purpose).

Any communication or document which becomes effective, in accordance with this Clause 28.3, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day

English language

Any notice given under or in connection with any Finance Document must be in English.

All other documents provided under or in connection with any Finance Document must be:

in English; or