20-F

Table of Contents As filed with the Securities and Exchange Commission on March 20, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:

For the transition period from         to

Commission file number: 001-41858

Okeanis Eco Tankers Corp.

(Exact name of Registrant as specified in its charter)

(Translation of Registrant’s name into English)

Republic of the Marshall Islands

(Jurisdiction of incorporation or organization)

c/o OET Chartering Inc.

Ethnarchou Makariou Ave. & 2 D. Falireos St.

185 47 N. Faliro, Greece

(Address of principal executive offices)

Iraklis Sbarounis

Tel. +30 210 480 4200

Email: ir@okeanisecotankers.com

Ethnarchou Makariou Ave. & 2 D. Falireos St.

185 47 N. Faliro, Greece

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

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Title of each class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of each exchange on which registered
Shares of Common Stock, par value $0.001 per share	​	ECO	​	New York Stock Exchange

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Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2025, 35,433,544 shares of common stock, par value $0.001 per share, were outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ​

Table of Contents ☐ Yes ☒ No

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐
​	​	Emerging growth company ☒

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐	International Financial Reporting Standards as issued by the International<br><br>Accounting Standards Board ☒	Other ☐

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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

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(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable

☐ Yes ☐ No

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Table of Contents TABLE OF CONTENTS

​	​	Page
PART I	​	1
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	49
ITEM 4A.	UNRESOLVED STAFF COMMENTS	71
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	71
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	91
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	96
ITEM 8.	FINANCIAL INFORMATION	98
ITEM 9.	THE OFFER AND LISTING	99
ITEM 10.	ADDITIONAL INFORMATION	100
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	110
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	112
PART II	​	113
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	113
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	113
ITEM 15.	CONTROLS AND PROCEDURES	113
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	114
ITEM 16B.	CODE OF ETHICS	114
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	114
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	115
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	115
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	115
ITEM 16G.	CORPORATE GOVERNANCE	115
ITEM 16H.	MINE SAFETY DISCLOSURE	116
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	116
ITEM 16J.	INSIDER TRADING POLICIES	116
ITEM 16K.	CYBERSECURITY	117
PART III	​	119
ITEM 17.	FINANCIAL STATEMENTS	119
ITEM 18.	FINANCIAL STATEMENTS	119
ITEM 19.	EXHIBITS	119

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Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F, or the Annual Report, and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are statements other than statements of historical facts. When used in this Annual Report, statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “anticipate,” “believe,” “expect,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “continue,” “seeks,” “views,” “possible,” “likely,” “may,” “should,” and similar words, phrases, or expressions identify forward-looking statements, and the negatives of those words, phrases, or expressions, or statements that events, conditions, or results “can,” “will,” “may,” “must,” “would,” “could,” or “should” occur or be achieved and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, costs, regulations, events, or trends identify forward-looking statements. The absence of these words does not necessarily mean that a statement is not forward-looking. As a result, you are cautioned not to rely on any forward-looking statements.

The forward-looking statements in this Annual Report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records, and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs, or projections.

In addition to these assumptions and matters discussed elsewhere herein and, in the documents, incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the following:

●	our ability to maintain or develop new and existing customer relationships with major crude oil companies and major commodity traders, including our ability to enter into long-term charters for our vessels, and those we may acquire in the future;
●	our future operating and financial results;
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●	our future vessel acquisitions, sales, our business strategy, and expected and unexpected capital spending or operating expenses, including general and administrative, drydocking, crewing, bunker costs, and insurance costs;
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●	our financial condition and liquidity, including our ability to pay amounts that we owe and to obtain financing in the future to fund capital expenditures, acquisitions, and other general corporate activities;
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●	oil tanker industry trends, including fluctuations in charter rates and vessel values and factors affecting vessel supply and demand;
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●	our ability to take delivery of, integrate into our fleet, and employ any vessels we may acquire in the future, or any newbuildings we may acquire or order in the future and the ability of shipyards to deliver vessels on a timely basis;
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●	our dependence on our technical manager, Kyklades Maritime Corporation, an affiliate of our Chairman, to operate our vessels;
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●	the aging of our vessels, and those we may acquire in the future, and resultant increases in operation and drydocking costs;
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●	the ability of our vessels, and any vessels we may acquire in the future, to pass classification inspections and vetting inspections by oil majors, oil companies, commodities traders and chemical corporations, or other authorities;
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●	significant changes in vessel performance, including increased vessel breakdowns;
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●	length and number of off - hire days, drydocking requirements, and insurance costs;
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●	availability of key employees and crew;
●	hazards inherent in the maritime industry causing personal injury or loss of life, severe damage to or destruction of property and equipment, pollution or environmental damage, claims by third parties or customers and suspension of operations;
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●	repudiation, nullification, termination, modification or renegotiation of contracts;
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●	U.S., EU or other foreign monetary policy and foreign currency fluctuations and devaluations;
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●	the creditworthiness of our charterers and the ability of our contract counterparties to fulfill their obligations to us;
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●	our ability to repay outstanding indebtedness, to comply with the covenants contained therein, to obtain additional financing, and to obtain replacement charters for our vessels, and any vessels we may acquire in the future, in each case, at commercially acceptable rates or at all;
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●	changes to governmental rules and regulations or actions taken by regulatory authorities and the expected costs thereof, or changes to tax policies and other government regulations and economic conditions that are beyond our control;
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●	our ability to pay dividends;
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●	our ability to maintain the listing of our common shares on the New York Stock Exchange (“NYSE”) or the Oslo Stock Exchange (also known as the Oslo Børs);
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●	our ability to comply with additional costs and risks related to our environmental, social, and governance policies and regulation;
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●	potential liability from litigation, including purported class-action litigation;
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●	changes in general economic and business conditions;
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●	potential conflicts of interest involving our significant shareholders;
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●	general domestic and international political conditions, international conflict or war (or threatened war), potential disruption of shipping routes due to accidents, political events, including “trade wars,” piracy, acts by terrorists, or major disease outbreaks;
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●	changes in production of or demand for oil, either globally or in particular regions;
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●	the strength of world economies and currencies, including fluctuations in charter hire rates and vessel values;
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●	potential liability from future litigation and potential costs due to our vessels’ operations, and the operation of any vessels we may acquire in the future, including due to any environmental damage and vessel collisions;
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●	any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cyber security breach;
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●	the length and severity of public health threats, epidemics and pandemics, and other disease outbreaks and their impact on the demand for commercial seaborne transportation and the condition of the financial markets; and
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●	other important factors described in “Item 3.D. Risk Factors” and from time to time in the reports filed by us with the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”).
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Table of Contents The preceding list is not intended to be an exhaustive list of all our forward-looking statements. These factors could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results or developments. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements in this Annual Report are qualified in their entirety by the cautionary statements contained in this Annual Report.

Any forward-looking statements contained herein are made only as of the date of this Annual Report, and except to the extent required by applicable law or regulation, we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

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MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this Annual Report concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on industry publications and other published industry sources prepared by third parties, including the International Energy Agency (“IEA”) Global Electric Vehicles (“EV”) Outlook 2025, the IEA Stated Policies Scenario, and publicly available information. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. We believe the data from third party sources to be reliable based on our management’s knowledge of the industry.

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TRADEMARKS

This Annual Report may contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this Annual Report is not intended to, and does not, imply a relationship with, or endorsement or sponsorship by, us. Solely for convenience, the trademarks, service marks and trade names presented in this Annual Report may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

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Table of Contents PART I

Unless the context otherwise requires, as used in this Annual Report, the terms “Company,” “we,” “us,” and “our” refer to Okeanis Eco Tankers Corp. and any or all of its subsidiaries, and “Okeanis Eco Tankers Corp.” and “Okeanis” refers only to Okeanis Eco Tankers Corp. and not to its subsidiaries. References to our “technical manager,” “Kyklades” or “KMC” are to Kyklades Maritime Corporation, a related party of our Chairman, which performs the technical management of our fleet.

We use the term deadweight tons, or “dwt,” in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Unless otherwise indicated, all references to “U.S. dollars,” “dollars,” “U.S. $,” and “$” in this Annual Report are to the lawful currency of the United States of America. References to “Norwegian Kroner” and “NOK” are to the lawful currency of Norway. Certain financial information has been rounded, and, as a result, certain totals shown in this Annual Report may not equal the arithmetic sum of the figures that should otherwise aggregate to those totals.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A.	[Reserved]
B.	Capitalization and Indebtedness
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Not applicable.

C.	Reasons for the Offer and Use of Proceeds

Not applicable.

D.	Risk Factors

Some of the following risks relate principally to the industry in which we operate, and others relate to our business in general or our common stock. The occurrence of one or more of the following risks could materially and adversely impact our business, financial condition, operating results and cash flows, and the trading price of our securities could decline.

Summary of Risk Factors

Below is a summary of the principal factors that make an investment in our securities speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Business,” “Risks Relating to Our Common Shares,” and “Risks Relating to Our Relationship with Our Technical Manager and its Affiliates” and should be carefully considered, together with other information in this Annual Report on Form 20-F before making an investment decision regarding our common stock.

●	General tanker market conditions, including fluctuations in charter hire rates, vessel values, vessel supply, and need and demand for vessels and for crude oil or refined oil products;
●	General economic, political and business conditions and disruptions, including sanctions, public health, piracy, terrorist attacks and other measures;
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●	Global economic conditions and disruptions in world financial markets, and the resulting governmental action;
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●	Compliance with, and our liabilities under, governmental, tax, environmental and safety laws and regulations;
●	Changes in governmental regulation, tax and trade matters and actions taken by regulatory authorities;
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●	Inherent operational risks, weather damage, inspection procedures, and import and export controls of the tanker industry;
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●	Reliance on information systems and potential security breaches;
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●	Our continued borrowing availability under our credit facilities and compliance with the financial covenants therein, and ability to borrow new funds or refinance existing facilities;
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●	Our use of available funds, and the banks in which such funds are held;
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●	Capital expenditures and other costs necessary to operate and maintain our vessels;
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●	Our dependence on a limited number of customers for a large part of our revenue;
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●	Our dependence on our charterers and other counterparties fulfilling their obligations;
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●	Our ability to attract and retain key management personnel and potentially manage growth and improve our operations and financial systems and staff;
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●	Delays or defaults by the shipyards in the construction of newbuildings, or defaults in construction;
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●	Our ability to successfully and profitably employ our vessels;
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●	Our executive officers not devoting all of their time to our business;
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●	Labor interruptions;
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●	The imposition of additional port fees;
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●	Conducting substantial business in China;
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●	Our revenues being derived substantially from the crude oil tanker segment;
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●	Increases in operating costs;
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●	Rising fuel prices;
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●	The aging of our fleet and vessel replacement;
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●	One or more of our vessels becoming unavailable or going off-hire;
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●	Potential increased premium payments from protection and indemnity associations;
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●	Technological innovation and quality and efficiency requirements from our customers;
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●	Fluctuations in foreign currency exchange and interest rates, and risks relating to hedging activities;
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●	Fraud, fraudulent and illegal behavior, including the smuggling of drugs or other contraband onto our vessels;
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●	Arrest or requisition of our vessels;
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●	Effects of U.S. federal tax on us and our shareholders;
●	Increased cost, time and effort for being listed on the NYSE and the Oslo Stock Exchange, including compliance initiatives, internal controls and corporate governance practices and policies;
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●	Volatility in the price of our common shares and dilution of shareholders;
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●	Our ability to pay dividends;
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●	Compliance with economic substance requirements;
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●	Potential conflicts of interest involving our significant shareholders and involving KMC;
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●	Our dependence on KMC;
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●	Other factors that may affect our financial condition, liquidity, operating results, and ability to pay dividends and
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●	Other risk factors discussed under “Item 3.D. Risk Factors.”
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RISKS RELATING TO OUR INDUSTRY

The tanker industry has historically been cyclical and volatile.

The international tanker industry in which we operate is cyclical, with attendant volatility in charter hire rates, vessel values, and industry profitability. For tanker vessels, the degree of charter rate volatility has varied widely. The Baltic Dirty Tanker Index, or BDTI, is an index published by the Baltic Exchange that reflects movements in freight rates for crude oil tankers across various routes and vessel classes. The index is based on assessments provided by shipbrokers around the world and has historically been volatile. For example, in 2025, the BDTI reached a high of 1,468 and a low of 799. Although the BDTI was 2,850 as of March 17, 2026, there can be no assurance that the crude oil charter market will continue to increase, and the market could again decline. Recent heightened volatility in charter prices has resulted primarily from the war in Ukraine and sanctions on Russian exports of crude oil and petroleum products, and the current instability in Venezuela and Iran, and there is great uncertainty about the future impact of those events. Additionally, conflicts between the U.S., Israel and Iran and Israel and Hamas and others in the Middle East have resulted in increased tensions in the Middle East region, including missile attacks by the Houthis on vessels in the Red Sea and disruption in the use of the Strait of Hormuz. Political, economic, and social instability in Venezuela and the resultant sanctions or other measures imposed in response, including the on-going U.S. campaign of seizing Venezuela-linked oil tankers and potential further U.S. military and political intervention, may disrupt the global tanker industry. Such circumstances have had and could in the future result in adverse consequences for the tanker industry. In general, volatility in charter rates depends on, among other factors, (i) supply and demand for tankers, (ii) the demand for crude oil and petroleum products, (iii) the inventories of crude oil and petroleum products in the United States and in other industrialized nations, (iv) oil refining volumes, (v) oil prices, and (vi) any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries, or OPEC, and non-OPEC oil producing countries.

Our ability to re-charter our vessels on the expiration or termination of their current spot and time charters and the charter rates payable under any renewal or replacement charters will depend upon, among other things, economic conditions in the tanker market and we cannot guarantee that any renewal or replacement charters we enter into will be sufficient to allow us to operate our vessels profitably. Our revenues are affected by whether we employ some of our vessels on time charters, which have a fixed income for a pre- set period of time as opposed to trading ships in the spot market where their earnings are heavily impacted by the supply and demand balance. If we are not able to obtain new contracts in direct continuation with existing charters or for newly acquired vessels, or if new contracts are entered into at charter rates substantially below the existing charter rates or on terms otherwise less favorable compared to existing contracts terms, our revenues and profitability could be adversely affected, we may have to record impairment adjustments to the carrying values of our fleet and we may not be able to comply with the financial covenants in our loan agreements.

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Table of Contents Fluctuations in charter rates and vessel values result from changes in the supply and demand for vessels and changes in the supply and demand for oil. Factors affecting the supply and demand for our vessels, or vessels we acquire are outside of our control and are unpredictable. The nature, timing, direction and degree of changes in the tanker industry conditions are also unpredictable.

Factors that influence demand for tanker vessel capacity include:

●	supply and demand for oil carried;
●	changes in oil production;
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●	oil prices;
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●	the distance required for oil being moved by sea;
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●	any restrictions on crude oil production imposed by OPEC and non-OPEC oil producing countries;
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●	global and regional economic and political conditions, including “trade wars” and developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production, armed conflicts, and work stoppages;
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●	increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing or the development of new pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets;
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●	increases in the production of oil in Venezuela and other oil producing countries or areas;
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●	worldwide and regional availability of refining capacity and inventories;
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●	environmental and other legal and regulatory developments;
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●	economic slowdowns caused by public health events, such as the COVID-19 pandemic and its variants, or inflationary pressures and related governmental responses thereto;
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●	currency exchange rates;
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●	weather, natural disasters, and other acts of God;
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●	increased use of renewable and alternative sources of energy;
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●	competition from alternative sources of energy, other shipping companies, and other modes of transportation; and
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●	international sanctions, embargoes, import and export restrictions, nationalizations, piracy, and wars or other conflicts, including the war in Ukraine and conflicts between U.S., Israel and Iran and Israel and Hamas and others in the Middle East, the Houthi crisis in and around the Red Sea, tensions between China and Taiwan, and on-going political, economic, and social instability in Venezuela.
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The factors that influence the supply of tanker capacity include:

●	the number of newbuilding deliveries;
●	current and expected newbuilding orders for vessels;
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●	the scrapping rate of older vessels;
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●	the availability of financing for new or secondhand tankers;
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●	speed of vessel operation;
●	vessel freight rates, which are affected by factors that may affect the rate of newbuilding, scrapping and laying up of vessels;
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●	the price of steel and vessel equipment;
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●	technological advances in the design, capacity, propulsion technology, and fuel consumption efficiency of vessels;
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●	potential conversion of vessels for alternative use;
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●	changes in environmental and other regulations that may limit the useful lives of vessels;
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●	port or canal congestion;
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●	national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage;
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●	environmental concerns and regulations, including ballast water management, low sulfur fuel consumption regulations, and reductions in CO2 emissions;
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●	the number of vessels that are out of service at a given time, namely those that are laid-up, drydocked, awaiting repairs, or otherwise not available for hire, including those that are in drydock for upgrades; and
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●	changes in the global petroleum market.
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The factors affecting the supply and demand for tankers have been volatile and are outside of our control, and the nature, timing, and degree of changes in industry conditions are unpredictable. Market conditions have been volatile in recent years and continued volatility may reduce demand for transportation of oil over longer distances and increase the supply of tankers, which may have a material adverse effect on our business, financial condition, operating results, cash flows, ability to pay dividends, and existing contractual obligations.

Decreases in shipments of crude oil may occur.

The demand for our oil tankers derives primarily from demand for Arabian Gulf, West African, North Sea, Caribbean, Latin American, Russian, and U.S. shale crude oil, which, in turn, primarily depends on the economies of the world’s industrial countries and competition from alternative energy sources. Any decrease in shipments of crude oil or change in trade patterns from the above-mentioned geographical areas would have a material adverse effect on our financial performance. Among the factors which could lead to such a decrease are:

●	increased crude oil production from other areas;
●	increased refining capacity in the Arabian Gulf or West Africa;
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●	increased use of existing and future crude oil pipelines in the Arabian Gulf or West Africa;
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●	a decision by oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production;
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●	armed conflict between Ukraine and Russia and the resultant sanctions;
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●	armed conflict in the Arabian Gulf and West Africa and political or other factors; and
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●	the development, availability, and the costs of nuclear power, natural gas, coal, renewable, and other alternative sources of energy.
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5

Table of Contents In addition, volatile economic conditions affecting world economies may result in reduced consumption of oil products and a decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our earnings, our ability to pay dividends, and our existing contractual obligations.

An over-supply of tanker capacity may occur.

The market supply of tankers is affected by a number of factors such as demand for energy resources, crude oil, petroleum products and chemicals, as well as strong overall economic growth of the world economy. In recent years, shipyards have produced a large number of new tankers, however according to BIMCO in November 2025, the crude tanker newbuilding orderbook hit a nine-year high of 14.1%. If the capacity of new vessels delivered exceeds the capacity of tankers being scrapped and converted to non-trading tankers, tanker capacity will increase. If the supply of tanker capacity increases and the demand for tanker capacity does not increase correspondingly, charter rates could materially decline, resulting in a decrease in the value of our vessels and the charter rates that we can obtain. A reduction in charter rates and the value of our vessels may have a material adverse effect on our operating results, our ability to pay dividends, and our compliance with current or future covenants with respect to any of our financing arrangements.

An over-supply of oil tankers as well as the uncertainty surrounding the impact of the sanctions on Russian exports of crude oil and petroleum products has already resulted in an increase in oil tanker charter hire rate volatility. If this volatility persists, we may not be able to find profitable charters for our vessels, or vessels we may acquire, which could have a material adverse effect on our business, operating results, cash flows, financial condition, our ability to pay dividends and our compliance with current or future covenants with respect to any of our financing arrangements.

Consumer demand may shift away from oil or there may be changes to trade patterns for crude oil or refined oil products.

A significant portion of our earnings are related to the oil industry. A shift in or disruption of consumer demand from oil towards other energy sources such as electricity, natural gas, liquified natural gas, renewable energy, hydrogen, or ammonia will potentially affect the demand for our vessels. A shift from the use of internal combustion engine vehicles may also reduce the demand for oil. These factors could have a material adverse effect on our future performance, operating results, cash flows, and financial position. The continuing shift in consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy, or nuclear energy, which shift appears to be accelerating as a result of a shift in government commitments and support for energy transition programs, may have a material adverse effect on our future performance, operating results, cash flows, and financial position.

Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials, and seasonality. Changes to the trade patterns of crude oil or refined oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our tankers and charter rates. This could have a material adverse effect on our future performance, operating results, cash flows, and financial position.

Increasing growth of electric vehicles and renewable fuels could lead to a decrease in trading and the movement of crude oil and petroleum products worldwide.

The IEA noted in its Global Electric Vehicles (“EV”) Outlook 2025 that a total of 25% of all new cars sold are expected to be electric in 2025, up from 18% in 2024. Electric car sales in 2024 were over 17 million worldwide, up from 13.5 million in 2023. Under the IEA Stated Policies Scenario (STEPS), the global outlook for the share of electric car sales based on existing policies and firm objectives has increased to 50% in 2035. The IEA has stated that oil demand is projected to peak around 2030 before gradually declining. A growth in EVs or a slowdown in imports or exports of crude or petroleum products worldwide may result in decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, operating results, cash flows, financial condition, and ability to make cash distributions. 6

Table of Contents Our operating results are subject to seasonal fluctuations.

Our vessels operate in markets that have historically exhibited seasonal variations in tanker demand, which may result in variability in our operating results on a quarter-by-quarter basis. Tanker markets are typically stronger in the winter months due to increased oil consumption in the northern hemisphere, but weaker in the summer months due to lower oil consumption in the northern hemisphere and refinery maintenance. As a result, revenues generated by the tankers in our fleet have historically been weaker during the fiscal quarters ending June 30 and September 30. However, there may be periods in the northern hemisphere when the expected seasonal strength does not materialize to the extent required to support sustainable profitable rates due to tanker overcapacity.

Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, and any relevant governmental responses thereto.

Global public health threats, such as the COVID-19 pandemic, influenza and other highly communicable diseases or viruses, outbreaks which have from time to time occurred in various parts of the world in which we operate, including China, could disrupt global financial markets and economic conditions and adversely impact our operations, the timing of completion of any outstanding or future newbuilding projects, as well as the operations of our charterers and other customers.

For example, the outbreak of COVID-19 caused severe global disruptions, with governments in affected countries imposing travel bans, quarantines and other emergency public health measures. Companies took various precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. Although the incidence and severity of COVID-19 and its variants have diminished over time, similar restrictions, and future prevention and mitigation measures against outbreaks of epidemic and pandemic diseases, are likely to have an adverse impact on global economic conditions, which could materially and adversely affect our future operations. As a result of such measures, our vessels may not be able to call on, or disembark from, ports located in regions affected by the outbreak. In addition, we may experience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, disruptions to crew changes, quarantine of ships and/or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which may lead to reduced cargo demand, among other potential consequences attendant to epidemic and pandemic diseases.

The extent to which our business, operating results, cash flows, financial condition, financings, value of our vessels or vessels we may acquire and ability to pay dividends may be negatively affected by a resurgence of COVID-19 or future pandemics, epidemics or other outbreaks of infectious diseases, is highly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to (i) the duration and severity of the infectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financial support measures to reduce the impact of the outbreak on the economy; (iv) shortages or reductions in the supply of essential goods, services or labor; and (v) fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit. We cannot predict the effect that an outbreak of a COVID-19 variant or strain, or any future infectious disease outbreak, pandemic or epidemic may have on our business, operating results, cash flows and financial condition, which could be material and adverse.

The current state of the world financial market and current economic conditions could impact us.

Various macroeconomic factors, including rising inflation, higher interest rates, global supply chain constraints, and the effects of overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets, could adversely affect our business, operating results, financial condition and ability to pay dividends. Inflation and rising interest rates may negatively impact us by increasing our operating costs and our cost of borrowing. Interest rates, the liquidity of the credit markets and the volatility of the capital markets could also affect the operation of our business and our ability to raise capital on favorable terms, or at all. Adverse economic conditions also affect demand for goods and oil. Reduced demand for these or other products could result in significant decreases in rates we obtain for chartering our ships. In addition, the cost for crew members, oils and bunkers, and other supplies may increase. In addition, we may experience losses on our holdings of cash and investments due to failures of financial institutions and other parties. Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults. As a result, downturns in the worldwide economy could have a material adverse effect on our business, operating results, financial condition and ability to pay dividends. 7

Table of Contents The world economy continues to face a number of actual and potential challenges, including the war between Ukraine and Russia, political, economic, and social instability in Venezuela and the U.S. responses thereto—including vessel seizures and military and political intervention, conflicts between the U.S., Israel and Iran and Israel and Hamas and others in the Middle East, tensions in and around the Red Sea and between Russia and North Atlantic Treaty Organization (NATO), China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, political unrest and conflicts in the Middle East, the South China Sea region, and in other geographic countries and areas, terrorist or other attacks (including threats thereof) around the world, war (or threatened war) or international hostilities, and epidemics or pandemics, such as COVID-19 and its variants, and banking crises or failures, such as the Silicon Valley Bank, Signature Bank and First Republic Bank failures. For example, due in part to fears associated with the spread of COVID-19 (as more fully described above), global financial markets experienced significant volatility which may occur again if there is a new pandemic, or if COVID-19 resurges or a variant emerges. See “— Our financial results may be adversely affected by the outbreak of epidemic and pandemic diseases, and any relevant governmental responses thereto.” In addition, the continuing conflict in Ukraine, the length and breadth of which remains highly unpredictable, has led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia. Furthermore, it is difficult to predict the intensity and duration of the war between Israel and Hamas and others in the Middle East or the Houthi rebel attacks on shipping in and around the Red Sea and their impact on the world economy is uncertain. Whether the present dislocation in the markets and resultant inflationary pressures will transition to a long-term inflationary environment is uncertain, and the effects of such a development on charter rates, vessel demand and operating expenses in the sector in which we operate are uncertain.

For example, on February 28, 2026, the United States and Israel launched strikes against Iran, killing Iran’s supreme leader Ayatollah Khamenei. In retaliation, Iranian missiles and drones targeted Israel and a number of countries that host US military bases—including Bahrain, the United Arab Emirates, Kuwait, Qatar and Saudi Arabia—and Hezbollah fired projectiles at Israel. While there is significant uncertainty about the duration of the war in Iran, the White House has stated that it may be a protracted engagement. These events have destabilized the region and may lead to significant disruptions across all sectors of the shipping industry. Further, shipping through the Strait of Hormuz, a waterway essential to the shipment of crude oil and refined petroleum, may experience prolonged disruption. Iran’s Islamic Revolutionary Guard Corps has warned vessels to avoid the passage. Increased electronic interference may affect navigational and tracking systems, which would heighten the risk of vessel collisions. Although it is impossible to predict exactly how this conflict will affect the tanker industry, it is very likely that a prolonged war will have significant impacts across the sector. These issues, along with the limited supply of credit to the shipping industry and the re-pricing of credit risk, along with the difficulties currently experienced by financial institutions have made, and may continue to make, it difficult to obtain financing. As a result of the disruptions in the credit markets and higher capital requirements, some lenders have increased margins on lending rates, enacted tighter lending standards, required more restrictive terms (including higher collateral ratios for advances, shorter maturities and smaller loan amounts), or refused to refinance existing debt at all or on terms similar to our current debt. Furthermore, certain banks that have historically been significant lenders to the shipping industry have announced an intention to reduce or cease lending activities in the shipping industry or have already done so. New banking regulations, including larger capital requirements and the resulting policies adopted by lenders, could reduce lending activities. We may experience difficulties obtaining financing commitments in the future if current or future lenders are unwilling to extend financing to us or unable to meet their funding obligations due to their own liquidity, capital or solvency issues. The current state of global financial markets and current economic conditions might adversely impact our ability to issue additional equity at prices that will not be dilutive to our existing shareholders or preclude us from issuing equity at all.

We cannot be certain that financing or refinancing will be available on acceptable terms or at all. If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our future obligations as they come due, or our profitability may be reduced. Our failure to obtain such funds could have a material adverse effect on our business, operating results and financial condition, as well as our cash flows, including cash available for dividends to our shareholders. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures. Also, as a result of concerns about the stability of financial markets generally, and the solvency of counterparties specifically, the availability and cost of obtaining money from the public and private equity and debt markets has become more difficult.

Further, we may not be able to access our existing cash due to market conditions. For example, on March 10, 2023, the Federal Deposit Insurance Corporation (FDIC) took control and was appointed receiver of Silicon Valley Bank (a bank unrelated to us and our activities), and in April 2023 Credit Suisse was acquired by UBS. If other banks and financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access our existing cash may be threatened and could have a material adverse effect on our business and financial condition. In addition, if a bank, or the public, believes that a bank is not stable, the bank may institute procedures or rules to limit withdrawals and access to funds, which, if implemented, would have a material adverse effect on our business and financial condition. 8

Table of Contents Volatility of SOFR and potential changes of the use of SOFR as a benchmark may occur.

While our financing arrangements previously used the London Interbank Offered Rate (“LIBOR”), including during the fiscal year ended December 31, 2023, in 2023 we amended those loan agreements to transition from LIBOR to SOFR. As a result, none of our financing arrangements currently utilizes LIBOR, and those that have a reference rate use SOFR, in line with current market practice.

An increase in SOFR, including as a result of the interest rate increases effected by the United States Federal Reserve and the United States Federal Reserve’s hike of U.S. interest rates in response to rising inflation, would affect the amount of interest payable under our existing loan agreements, which, in turn, could have an adverse effect on our profitability, earnings, cash flow and ability to pay dividends. Furthermore, as a secured rate backed by government securities, SOFR may be less likely to correlate with the funding costs of financial institutions. As a result, parties may seek to adjust spreads relative to SOFR in underlying contractual arrangements. Therefore, the use of SOFR-based rates may result in interest rates and/or payments that are higher or lower than the rates and payments that were expected when interest was based on LIBOR. If SOFR performs differently than expected or if our lenders insist on a different reference rate to replace SOFR, that could increase our borrowing costs (and administrative costs to reflect the transaction), which would have an adverse effect on our profitability, earnings, and cash flows. Alternative reference rates may behave in a similar manner or have other disadvantages or advantages in relation to our future indebtedness and the transition to SOFR or other alternative reference rates in the future could have a material adverse effect on us.

In order to manage any future exposure to interest rate fluctuations, we may from time-to-time use interest rate derivatives to effectively fix any floating rate debt obligations. No assurance can, however, be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position, and have the potential to cause us to breach covenants in our loan agreements that require maintenance of certain financial positions and ratios.

We are subject to complex laws and regulations, including environmental regulations.

Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state, and local laws and national and international regulations in force in the jurisdictions in which our vessels, or vessels we acquire, will operate or are registered, which can significantly affect the operation of our vessels, or vessels we acquire. These regulations include, but are not limited to, the International Convention for the Prevention of Pollution from Ships of 1973, as amended from time to time and generally referred to as MARPOL, including the designation of Emission Control Areas, or ECAs, thereunder, the International Convention on Load Lines of 1966, the International Convention on Civil Liability for Oil Pollution Damage of 1969, generally referred to as CLC, the International Convention on Civil Liability for Bunker Oil Pollution Damage, or Bunker Convention, the International Convention for the Safety of Life at Sea of 1974, or SOLAS, the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or ISM Code, the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention, the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, the U.S. Oil Pollution Act of 1990, or OPA, the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, the U.S. Clean Water Act, the U.S. Clean Air Act, the U.S. Outer Continental Shelf Lands Act, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, and European Union regulations. Compliance with such laws, regulations, and standards, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels, or require reductions in capacity, vessel modifications, or operational changes or restrictions. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions, compliance with EU Emission Trading System allowances (EUAs) and biofuel regulations, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures, and insurance coverage or other financial assurance of our ability to address pollution incidents. These costs could have a material adverse effect on our business, operating results, cash flows, and financial condition. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions, or the suspension or termination of our operations. Failure to comply with these requirements could lead to decreased availability of or more costly insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports. Under local, national, and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations and claims for impairment of the environment, personal injury, and property damages in the event that there is a release of petroleum or other hazardous materials from our vessels or otherwise in connection with our operations. Violations of, or liabilities under, environmental regulations can result in substantial penalties, fines, and other sanctions, including, in certain instances, seizure or detention of our vessels. Events of this nature would have a material adverse effect on our business, financial condition, and operating results. 9

Table of Contents Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators, and bareboat charterers are jointly and severally strictly liable for the discharge of oil within the 200-mile exclusive economic zone around the United States. Events such as the 2010 explosion of the Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or other events, may result in further regulation of the shipping industry and modifications to statutory liability schemes, which could have a material adverse effect on our business, financial condition, operating results, and cash flows. An oil spill could result in significant liability, including fines, penalties, and criminal liability and remediation costs for natural resource damages under other federal, state, and local laws, as well as third-party damages. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although insurance covers certain environmental risks, there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, operating results, cash flows, and financial condition and our ability to pay dividends, if any, in the future.

Maritime shipping was included in the EU Emission Trading System (“EU ETS”) as of 2024 with a phase-in period. Shipowners or operators (i.e., charterers) now need to purchase and surrender emission allowances corresponding to their carbon emissions for a specific reporting period as recorded pursuant to Regulation (EU) 2015/757 concerning the monitoring, reporting, and verification of carbon dioxide emissions from vessels. As part of the phased approach, shipping companies are required to surrender 40% of their 2024 emissions in 2025; 70% of their 2025 emissions in 2026; and 100% of their 2026 emissions in 2027. The person or organization responsible for the compliance with the EU ETS is the shipping company, defined as the shipowner or any other organization or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. An ETS costs clause is typically included in charterparties and allows the shipping company to contractually pass on costs of ETS allowances to commercial operators. Compliance with the Maritime EU ETS will result in additional compliance and administration costs to properly incorporate the provisions into our business routines, which may have a material adverse effect on our business, operating results, cash flows, and financial condition and our ability to pay dividends, if any, in the future. Additional EU regulations that form part of the EU’s Fit-for-55 package, including the “FuelEU Maritime” regulation, which has entered into force and is being implemented, may further affect our financial position through increased compliance and administrative costs.

We are subject to international safety regulations and requirements imposed by classification societies.

The operation of our vessels, or vessels we acquire, is affected by the requirements set forth in the United Nations’ International Maritime Organization’s International Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code requires ship owners, ship managers, and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. We expect that any vessels that we acquire in the future will be ISM Code-certified when delivered to us. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, invalidate existing insurance, or decrease available insurance coverage for the affected vessels (and any available insurance coverage may be at a higher cost) and may result in a denial of access to, or detention in, certain ports, including United States and European Union ports.

In addition, the hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the International Convention for Safety of Life at Sea. If a vessel does not maintain its class and/or fails any annual survey, intermediate survey, or special survey, the vessel will be unable to trade between ports and will be unemployable, which will negatively impact our revenues and results from operations and may breach one or more covenants in our loan agreements.

Our business is subject to climate change risks and greenhouse gas restrictions.

Due to concern over the risk of climate change, a number of countries and the International Maritime Organization, or IMO, have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or mandates for renewable energy. Additionally, at MEPC 80 in July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships to reduce greenhouse gas emissions from ships. The initial strategy identifies levels of ambition to reducing gas emissions. In April 2025, the IMO net-zero framework was approved by MEPC 83, including the new fuel standard for ships and a global pricing mechanism for emissions. These regulations were approved as amendments and submitted for adoption as legally binding, but in October 2025 the MEPC agreed to adjourn the meeting on adoption until 2026. 10

Table of Contents Since January 1, 2020, ships must either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines, and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) retrofitting vessels to be powered by liquefied natural gas, which may not be a viable option due to the lack of supply network and high costs involved in this process. While currently all our vessels have scrubbers installed, costs of compliance with these regulatory changes for any non-scrubber vessels we may acquire may be significant and may have a material adverse effect on our future performance, operating results, cash flows, and financial position.

Additional greenhouse regulations may result in increased implementation and compliance costs and expenses, such as:

●	IMO Data Collection System (DCS): in October 2016, at MEPC 70, the IMO adopted a mandatory data collection system, or the IMO DCS, which requires vessels above 5,000 gross tons to report consumption data for fuel oil, hours under way and distance travelled. This IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, and offshore installations. Data is reported annually to the flag state which issues to the vessel a statement of compliance.
●	Amendments to MARPOL Annex VI: MEPC 79 adopted amendments to MARPOL, Annex VI regarding reporting requirements in connection with the implementation of the Energy Efficiency Existing Ship Index, or EEXI, and carbon intensity indicator, or CII, framework, which amendments became effective on May 1, 2024. Beginning in January 2023, Annex VI requires EEXI and CII certification. The first annual reporting was completed in 2023, with initial ratings given in 2024. Phase 1 of the review has been finalized; Phase 2 of the review will run from Spring 2026 to Spring 2028 to further develop the ship energy efficient management plan framework and metrics.
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●	Net zero greenhouse emissions in the EU by 2050: in 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at least 55% by 2030, compared to 1990 levels. In July 2021, the European Commission launched the “Fit for 55” to support the climate policy agenda. Large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information.
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Furthermore, on January 1, 2024, the EU Emissions Trading Scheme, or the ETS, for ships sailing into and out of EU ports came into effect. The ETS applies gradually over the period from 2024 to 2026, and thereafter. 40% of allowances had to be surrendered in 2025 for the year 2024; 70% of allowances will have to be surrendered in 2026 for the year 2025; and 100% of allowances will have to be surrendered in 2027 for the year 2026. The surrender compliance deadline is September 30 of each year. Compliance is to be on a companywide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who not only assume full compliance for ETS but also under the ISM Code. If the latter contractual arrangement is entered into, this needs to be reflected in a certified mandate signed by both parties and presented to the administrator of the scheme. The cap under the ETS was set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and captures 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU). Furthermore, the EU Emissions Trading Directive 2023/959/EC makes clear that all maritime allowances were auctioned and there will be no free allocation. 78.4 million emissions allowances are to be allocated specifically to maritime. If we do not have allowances, we will be forced to purchase allowances from the market, which can be costly, especially if other shipping companies are similarly looking to do the same. New systems, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures must be put in place, which could be at a significant cost, to prepare for and manage the administrative aspect of ETS compliance. The cost of compliance, and of our future EU emissions and costs to purchase an allowance for emissions (if we must purchase in order to comply) are difficult to predict from year to year, and are based on a number of factors, including the size of our fleet, our trips within and to and from the EU, and the prevailing cost of allowances. 11

Table of Contents Additionally, on July 25, 2023, the European Council of the European Union adopted the Fuel EU Maritime Regulation 2023/1805, or FuelEU, under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels. Due to delays in the incorporation of the regulation into the EEA Agreement, there will be delays in its implementation in Europe. Among other things, FuelEU requires that greenhouse gas intensity of fuel used by covered vessels is reduced by 2%, starting on January 1, 2025, with additional reductions contemplated every five years (up to 80% by 2050). Shipping companies may enter into pooling mechanisms with other shipping companies in order to achieve compliance, bank surplus emissions and borrow compliance balances from future years. Decisions as to whether to pool, bank or borrow FuelEU compliance balances will have to be made by April 30, 2026. A FuelEU Document of Compliance is required to be kept on board a vessel to show compliance by June 30, 2026. Both the ETS and FuelEU schemes have significant impacts on the management of the vessels calling to EU ports, by increasing the complexity and monitoring of, and costs associated with the operation of vessels and affecting the relationships with our time charterers.

In addition, although the emissions of greenhouse gases from international shipping are not currently subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations, and obligations relating to climate change affects the propulsion options in subsequent vessel designs and could increase our costs related to acquiring new vessels and operating and maintaining our existing vessels, and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected. If not in compliance with certain key indicators, then we also face the risk of losing the ability to obtaining financing or refinancing with “green” or “sustainability” loans.

Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, and scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict at this time.

Our operations may be adversely impacted by severe weather, including as a result of climate change.

Tropical storms, hurricanes, typhoons and other severe maritime weather events could result in the suspension of operations at the planned ports of call for our vessels and require significant deviations from our vessels’ routes. In addition, climate change could result in an increase in the frequency and severity of these extreme weather events. The closure of ports, rerouting of vessels, damage of production facilities, as well as other delays caused by increasing frequency of severe weather, could stop operations or shipments for indeterminate periods and have a material adverse effect on our business, operating results and financial condition.

Our vessels, or vessels we may acquire, may suffer damage due to the inherent operational risks of the tanker industry and we may experience unexpected drydocking costs.

The operation of an ocean-going vessel carries inherent risks. Our vessels, or vessels we may acquire, and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, diseases, pandemics, quarantine, and other circumstances or events. These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships, or delay or re-routing, which may also subject us to litigation. In addition, the operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage, and the costs associated with a catastrophic spill could exceed the insurance coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in such tankers. 12

Table of Contents If our vessels, or vessels we may acquire, suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover in full. The loss of earnings while these vessels are being repaired and repositioned, the actual cost of these repairs, as well as repositioning costs, would decrease our earnings. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels, or vessels we may acquire, may be forced to travel to a drydocking facility that is not conveniently located to our vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities, or both, would decrease our earnings.

The market value of our vessels, and those we may acquire in the future, may fluctuate significantly.

The fair market value of our vessels, or vessels we may acquire, may increase and decrease depending on the following factors:

●	general economic and market conditions affecting the shipping industry;
●	prevailing level of charter rates;
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●	competition from other shipping companies;
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●	types, sizes, and ages of vessels;
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●	the availability of other modes of transportation;
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●	supply and demand for vessels;
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●	shipyard capacity and slot availability;
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●	cost of newbuildings;
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●	price of steel;
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●	exchange rates levels;
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●	number of tankers scrapped;
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●	governmental or other regulations; and
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●	technological advances and the development, availability, and cost of nuclear power, natural gas, coal, renewable energy, and other alternative sources of energy.
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Dislocations in the supply of and demand for tankers as a result of the ongoing war in Ukraine and sanctions on Russian exports have resulted in greatly increased volatility in tanker asset prices. Furthermore, the ongoing hostilities between the U.S., Israel and Iran, and Israel and Hamas and others in the Middle East and the Houthi rebel attacks on shipping in the Red Sea have an uncertain impact on the supply and demand for tankers. If we sell any of our vessels, or any vessel we may acquire, at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying amount in our financial statements, in which case we will realize a loss. Vessel prices can fluctuate significantly, and in the case where the market value falls below the carrying amount, we will evaluate the vessel for a potential impairment adjustment. If the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the vessel is less than its carrying amount, we may be required to write down the carrying amount of the vessel to its recoverable amount, being the higher of its fair value less costs of disposal and its value in use, in our financial statements and incur a loss and a reduction in earnings even if we do not immediately sell the vessel. 13

Table of Contents In addition, our financing arrangements require us to maintain specified collateral coverage ratios and to satisfy financial covenants, including requirements based on the market value of our vessels and our liquidity. Declines of market values of our vessels may affect our ability to comply with various covenants and could also limit the amount of funds we are permitted to borrow under our current or future loan arrangements. If we breach the financial and other covenants under any of our loan arrangements, our lenders could accelerate our indebtedness and foreclose on vessels in our fleet, which would significantly impair our ability to continue to conduct our business. If our indebtedness were accelerated in full or in part, it may be very difficult for us to refinance our debt or obtain additional financing and we could lose our vessels if our lenders foreclose upon their liens, which would adversely affect our business, financial condition, and ability to continue our business and pay dividends.

We could face penalties under European Union, United States, or other economic sanctions authorities and our vessels, or vessels we may acquire, may call on ports located in countries or territories that are the subject of sanctions or embargoes imposed by the U.S. government or other governmental authorities.

Our business could be adversely impacted if we are found to have violated economic sanctions under the applicable laws of the European Union, the United States or another applicable jurisdiction against countries such as Iran, North Korea and Cuba. U.S. economic sanctions, for example, prohibit a wide scope of conduct, target numerous countries and individuals, and are frequently updated or changed.

Many economic sanctions relate to our business, including prohibitions on certain kinds of trade with countries, such as exportation or re-exportation of commodities, or prohibitions against certain transactions with designated nationals who may be operating under aliases or through non-designated companies.

Additionally, the U.S. Iran Threat Reduction Act amended the Securities Exchange Act of 1934, as amended, or the Exchange Act, to require issuers that file annual or quarterly reports under Section 13(a) of the Exchange Act to include disclosure in their annual and quarterly reports as to whether the issuer or its affiliates have knowingly engaged in certain activities prohibited by sanctions against Iran or transactions or dealings with certain identified persons. We are subject to this disclosure requirement.

While our vessels have not called on ports located in countries or territories that are the subject of country-wide or territory-wide sanctions or embargoes imposed by the U.S. government or other governmental authorities (“Sanctioned Jurisdictions”) in violation of applicable sanctions or embargo laws in 2025, it is possible that, in the future, our vessels may call on ports in Sanctioned Jurisdictions in violation of applicable sanctions or embargo laws on charterers’ instructions and without our consent. If such activities result in a violation of sanctions or embargo laws, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the market for our common shares could be adversely affected.

Some sanctions may also apply to transportation of goods (including crude oil) originating in sanctioned countries (particularly Iran, Venezuela, and Russia), even if the vessel does not travel to those countries, or is otherwise acting on behalf of sanctioned persons. Any violations of those laws, even if unintentional, can have a material impact on our business, operating results, cash flows, and financial condition and our ability to pay dividends, if any, in the future and our reputation, any of which may affect the value of our common shares.

The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time.

In particular, the ongoing war in Ukraine could result in the imposition of further economic sanctions by the United States, the European Union, and other government authorities, against Russia. Certain of our charterers or other parties with whom we have entered into contracts regarding our vessels may be affiliated with persons or entities that are the subject of sanctions imposed by the U.S. government, the European Union, and/or other international bodies relating to the annexation of Crimea by Russia in 2014 and the current conflict in Ukraine. If we determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if we are found to be in violation of such applicable sanctions, our operating results may be adversely affected or we may suffer reputational harm. 14

Table of Contents Additionally, on January 3, 2026, the U.S. military captured Venezuelan president Nicolás Maduro in a special military operation and replaced him with Venezuela’s vice president, Delcy Rodríguez. Under interim president Rodríguez’s administration, new sweeping legislation has granted foreign oil companies greater operational control over oil production ventures, reduced the royalties and taxes that they pay to Venezuela’s government, and allowed companies to resolve disputes in international venues rather than in Venezuela’s legal system. Since the capture of Maduro, the office of Foreign Assets Control (OFAC) has issued multiple general and specific licenses permitting US and non-US persons to trade in Venezuelan oil. As of the time of this Annual Report, the vast majority of trade in Venezuelan oil is permitted under U.S. sanctions with a license. However, we may determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party or if we are found to be in violation of such applicable sanctions, our operating results may be adversely affected or we may suffer reputational harm.

Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, any such violation could result in fines, penalties, or other sanctions that could severely impact our ability to access capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our common shares may adversely affect the price at which our common shares trade. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. If a charterer or our ship manager violates sanctions, it is possible that our ship, the ship owner or ship manager may become sanctioned in which case it may be difficult or impossible for us to trade it or utilize international banking systems, which would adversely affect our business, financial condition, and ability to continue our business and pay dividends. Investor perception of the value of our common shares may also be adversely affected by the consequences of war, effects of terrorism, civil unrest, and governmental actions in countries or territories in which we operate.

Political instability, terrorist or other attacks, war, international hostilities, and public health threats can affect the tanker industry.

We conduct most of our operations outside of the United States, and our business, operating results, cash flows, financial condition, and available cash may be adversely affected by changing economic, political, and governmental conditions in the countries and regions where our vessels, or vessels we may acquire, are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political uncertainty and armed conflicts, including the war between Ukraine and Russia and conflict between Israel and Hamas and Hezbollah, Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilities between the United States and North Korea, the United States and Venezuela, and the United States and Panama, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (including missile attacks controlled by the Houthis on vessels transiting the Red Sea or Gulf of Aden), and other countries and geographic areas, geopolitical events, such as the withdrawal of the U.K. from the European Union, or “Brexit”, or another withdrawal from the European Union, terrorist or other attacks (or threats thereof) around the world, and war (or threatened war) or international hostilities. Such events may contribute to further economic instability in the global financial markets and international commerce, and could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. Further President Trump’s proposal to annex Gaza has raised fears that Yemen’s Houthi militant group could renew its threat against commercial ships crossing the Red Sea, after declaring in January 2025 that it would stop targeting most vessels following the Israel-Hamas ceasefire. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas, which, if sustained, could reduce regional instability in the Eastern Mediterranean. However, whether the ceasefire will be sustained or will result in a lasting de-escalation of tensions in the region is unknown. Such events may have unpredictable consequences and contribute to instability in the global economy or cause a decrease in worldwide demand for certain goods and, thus, shipping. In July 2025, the Houthis pledged to target ships belonging to any company that conducts business with Israeli ports, and in September 2025 used a cruise missile and two drones to target a container ship. 15

Table of Contents The war between Russia and Ukraine may lead to further regional and international conflicts or armed action. This war has disrupted supply chains and caused instability in the energy markets and the global economy, with effects on the tanker market, which has experienced volatility. The United States, the United Kingdom, and the European Union, among other countries, have announced unprecedented economic sanctions and other penalties against certain persons, entities, and activities connected to Russia, including removing Russian-based financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system and imposing a prohibition on the import of oil from Russia to the United States and the European Union’s and G7 countries’ price cap regime for seaborne Russian oil and petroleum products. These sanctions have caused supply disruptions in the oil and gas markets and could continue to cause significant volatility in energy prices, which could result in increased inflation and may trigger a recession in the U.S. and China, among other regions. Moreover, we will be subject to additional insurance premiums in case we transit through or call to any port or area designated as listed areas by the Joint War Committee or other organizations. These factors may also result in the weakening of the financial condition of our charterers, suppliers, counterparties, and other agents in the shipping industry. As a result, our business, operating results, cash flows, and financial condition may be negatively affected since our operations are dependent on the success and economic viability of our counterparties.

On January 3, 2026, the U.S. military captured Venezuelan president Nicolás Maduro in a special military operation and replaced him with Venezuela’s vice president, Delcy Rodríguez. Under interim president Rodríguez’s administration, new sweeping legislation has granted foreign oil companies greater operational control over oil production ventures, reduced the royalties and taxes that they pay to Venezuela’s government, and allowed companies to resolve disputes in international venues rather than in Venezuela’s legal system. Additionally, beginning in December 2025, the U.S. has carried out an on-going campaign of seizing and taking control of Venezuelan-linked oil tankers. It remains uncertain what the geopolitical and economic impacts of U.S. measures to control the production, refining, and global distribution of Venezuela’s oil products will be. Further, the future extent of the U.S. involvement in Venezuela’s government and oil industry is unclear. While we are monitoring these developments closely, these circumstances lead to increased uncertainties, the effects of which on our operations and financial conditions, as well as global oil supply and demand, are difficult if not impossible to predict.

On February 28, 2026, the United States and Israel launched strikes against Iran, killing Iran’s supreme leader Ayatollah Khamenei. In retaliation, Iranian missiles and drones targeted Israel and a number of countries that host US military bases—including Bahrain, the United Arab Emirates, Kuwait, Qatar and Saudi Arabia—and Hezbollah fired projectiles at Israel. While there is significant uncertainty about the duration of the war in Iran, the White House has stated that it may be a protracted engagement. These events have destabilized the region and may lead to significant disruptions across all sectors of the shipping industry. Further, shipping through the Strait of Hormuz, a waterway essential to the shipment of crude oil and refined petroleum, may experience prolonged disruption. Iran’s Islamic Revolutionary Guard Corps has warned vessels to avoid the passage. Increased electronic interference may affect navigational and tracking systems, which would heighten the risk of vessel collisions. Although it is impossible to predict exactly how this conflict will affect the tanker industry, it is very likely that a prolonged war will have significant impacts across the sector.

The ongoing war between Russia and Ukraine could result in the imposition of further economic sanctions by the United States, the United Kingdom, the European Union, or other countries against Russia, trade tariffs, or embargoes with uncertain impacts on the tanker market. In addition, the U.S. and certain other NATO countries have been supplying Ukraine with military aid. U.S. officials have also warned of the increased possibility of Russian cyberattacks, which could disrupt the operations of businesses involved in the shipping industry, including ours, and could create economic uncertainty, particularly if such attacks spread to a broad array of countries and networks. Although Ukraine and Russia reached an agreement to extend an arrangement allowing shipment of grains from Ukrainian ports through a humanitarian corridor in the Black Sea in November 2022, Russia terminated this agreement in July 2023. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, operating results, and cash flows. Furthermore, it is possible that third parties with whom we have charter contracts or banking relationships may be impacted by events in Russia and Ukraine, which could adversely affect our operations. 16

Table of Contents Furthermore, the intensity and duration of Middle East wars and conflicts is difficult to predict and its impact on the world economy and our industry is uncertain. Beginning in late 2023, vessels in the Red Sea and Gulf of Aden have increasingly been subject to attempted hijackings and attacks by drones and projectiles characterized by Houthi groups in Yemen as a response to the war between Israel and Hamas. An increasing number of companies have rerouted their vessels to avoid transiting the Red Sea, incurring greater shipping costs and delays. For vessels transiting the region, war risk premium increased substantially, and we could similarly experience a significant increase in our insurance costs and we may not be adequately insured to cover losses from these incidents. While much uncertainty remains regarding the global impact of the war between Israel and Hamas and others in the Middle East, it is possible that such tensions could result in the eruption of further hostilities in other regions, including in and around the Red Sea, and could adversely affect our business, financial condition, results of operation, and cash flows.

Past terrorist attacks and the ongoing threat of future incidents worldwide continue to instigate uncertainty in the global financial markets, potentially affecting our business, operating outcomes, and financial condition. Recent acts of terror perpetrated by Houthi rebels in the Red Sea region further heighten concerns about the impact on maritime transportation along key routes, such as the Red Sea route, affecting our shipping operations.

Potential conflict between the U.S. and its allies and Iran could result in retaliation from Iran that could potentially affect the shipping industry, through increased attacks on vessels in the Strait of Hormuz (which already experienced an increased number of attacks on and seizures of vessels lately), or by potentially closing off or limiting access to the Strait of Hormuz, where a significant portion of the world’s oil supply passes through, or any blocking of the Turkish Straits if vessels carry cargos that exceed the price cap imposed on Russian oil. For example, in January 2020, in response to certain perceived terrorist activity, the United States launched an airstrike in Baghdad that killed a high-ranking Iranian general. Although spillover effects relating to the incident were contained, similar actions and responses increase the risk of conflict in the Strait of Hormuz. Any restriction on access to the Strait of Hormuz, or increased attacks on vessels in the area, could negatively impact our earnings, cash flow, and operating results.

Iran has recently targeted ships in or near the Strait of Hormuz, a waterway essential to global trade, by mining the waterway and attacking vessels with drone and missile strikes, which has significantly compromised the safety of vessels and crew onboard in the region, and has resulted in the effective closure of the Strait of Hormuz to commercial traffic. Many shipping companies have therefore rerouted their vessels away from transiting the Strait of Hormuz, which has significantly affected trading patterns, freight rates, and voyage expenses. While there is significant uncertainty about the duration of the armed conflict in Iran, these events have destabilized the region and may lead to further significant and prolonged disruptions across all sectors of the shipping industry. If any vessels are in the area and are unable or unwilling to transit due to security concerns then the relevant charter counterparty may try to claim that the owner has not complied with its charterparty contractual obligations, otherwise refuse to pay its charterhire or demand that the shipowner purchase additional insurance, among other things. In addition, vessels in the area are generally more at risk of attack.

Historical instances indicate that other political conflicts have resulted in attacks on vessels, waterway mining, and other efforts to disrupt global maritime shipping. Import restrictions, including tariffs, have historically and could continue to significantly impact global trade and the demand for shipping services. Any of these events could have a material adverse effect on our business, financial condition, cash flows, and operational results.

Significant changes or developments in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, may have a material adverse effect on our business and financial statements.

Significant changes or developments in U.S. laws and policies, such as laws and policies surrounding international trade, foreign affairs, and investment in the territories and countries where we or our customers operate, or the perception that they may occur, can depress shipping demand which may materially adversely affect our business and financial statements. In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits. Many of these reciprocal tariffs went into effect in August 2025. Some of these tariffs, including the 10% baseline tariff, were imposed under the International Emergency Economic Powers Act, or the IEEPA. In February 2026, the Supreme Court of the United States struck down the tariffs imposed under the IEEPA. Although the IEEPA tariffs were ruled illegal, tariffs imposed through other measures still remain in effect. Further, President Trump, using the Trade Act of 1974, has implemented a temporary, 150-day, 10% tariff on all imports. The tariff imposed under the Trade Act of 1974 is set to expire on July 24, 2026, and the Trump administration may increase the tariff to 15%. The scope and durability of current and future tariff measures are uncertain. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain. 17

Table of Contents There is significant uncertainty about the future relationship between the United States, China, and other exporting countries, including with respect to trade policies, treaties, government regulations, and tariffs. Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (a) the cost of goods exported from regions globally, (b) the length of time required to transport goods, and (c) the risks associated with exporting goods. Such increases may significantly affect the quantity of goods to be shipped, shipping time schedules, voyage costs, and other associated costs, which could have an adverse impact on the shipping industry, and thereby on our charterers and their business, operating results, and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. See also “—Recent actions by the U.S. and China imposing new port fees could have a material adverse effect on our operations and financial results.” Similar or new trade restrictions in the future, or if sanctions are imposed on China, may have a material adverse effect on the shipping markets, which could have an adverse effect on our business, results of operations, cash flows, and financial condition, and on the market price of our common shares.

Beginning in February 2022, President Biden and several European leaders also announced various economic sanctions against Russia in connection with the aforementioned conflicts in the Ukraine region, which have continued to expand over the past years and which may adversely impact our business. The Russian Foreign Harmful Activities Sanctions program includes prohibitions on the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, as well as prohibitions on all new investments in Russia by U.S. persons, among other restrictions. Furthermore, the United States, the EU and other countries have also prohibited a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering. These prohibitions took effect on December 5, 2022, with respect to the maritime transport of crude oil and took effect on February 5, 2023, with respect to the maritime transport of other petroleum products. An exception exists to permit such services when the price of the seaborne Russian oil into non-EU countries does not exceed the relevant price cap; but implementation of this price exception relies on a recordkeeping and attestation process that allows each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap. Violations of the price cap policy or the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business.

Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the Red Sea, the Gulf of Aden off the coast of Somalia, the Indian Ocean, and the Gulf of Guinea region off the coast of Nigeria, which has experienced increased incidents of piracy in recent years. Sea piracy incidents continue to occur, particularly in the South China Sea, the Indian Ocean, the Gulf of Guinea, and the Strait of Malacca, and there has been a recent resurgence of such incidents in the Gulf of Aden. Acts of piracy could result in harm or danger to the crews that man our vessels, or vessels we may acquire, and puts our cargo and vessels at risk of damage or spills. Additionally, if piracy attacks result in regions in which our vessels, or vessels we may acquire, are deployed being characterized as “war risk” zones by insurers or if our vessels, or vessels we may acquire, are deployed in Joint War Committee “war and strikes” listed areas, premiums payable for insurance coverage could increase significantly and such insurance coverage may be more difficult to obtain, if available at all. In addition, crew and security equipment costs and other operating expenses, including costs that may be incurred to employ onboard security and armed guards, could increase in such circumstances. Furthermore, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is, therefore, entitled to cancel the charterparty, a claim that we would likely dispute. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, any detention hijacking as a result of an act of piracy against our vessels, or vessels we may acquire, or an increase in cost or unavailability of insurance for our vessels, or vessels we may acquire, could have a material adverse impact on our business, operating results, cash flows, financial condition, and ability to pay dividends and may result in loss of revenues, increased costs, and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters. 18

Table of Contents An economic slowdown or changes in the economic and political environment in the Asia Pacific region could occur.

We anticipate a significant number of the port calls made by our vessels, or vessels we may acquire, will continue to involve the loading or discharging of cargoes in ports in the Asia Pacific region. As a result, any negative changes in economic conditions in any Asia Pacific country, particularly in China, may have a material adverse effect on our business, financial condition, and operating results, as well as our future prospects. These negative changes in economic conditions may also have a material adverse effect on our cash flow and financial condition, which would affect our ability to meet our current leaseback obligations. If we fail to meet our current leaseback obligations, then the owners of any leased vessels may choose to repossess vessels in our fleet as a result of a default under any sale and leaseback arrangement. In addition, Chinese counterparties to our leaseback obligations may not be willing to adhere to the commercial terms in our contracts if they were to go against a new policy in China. Before the global economic financial crisis that began in 2008, China had one of the world’s fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. Generally, the average GDP growth rate of China over the last ten years remains below pre-2008 levels. Furthermore, there is a rising threat of a Chinese financial crisis resulting from massive personal and corporate indebtedness and “trade wars.” Although the United States and China signed a trade agreement in early 2020, there is no assurance that the Chinese economy will not experience a significant contraction in the future.

Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the level of direct control that it exercises over the economy through state plans and other measures. There is an increasing level of freedom and autonomy in areas such as allocation of resources, production, pricing, and management and a gradual shift in emphasis to a “market economy” and enterprise reform. Limited price reforms were undertaken with the result that prices for certain refined petroleum products are principally determined by market forces. Many of the reforms are unprecedented or experimental and may be subject to revision, change, or abolition based upon the outcome of such experiments. If the Chinese government does not continue to pursue a policy of economic reform, the level of imports to and exports from China could be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic, and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations, or export and import restrictions. Notwithstanding economic reform, the Chinese government may adopt policies that favor domestic shipping and tanker companies and may hinder our ability to compete with them effectively. China has also promoted the construction of railway and highway transportation corridors in Asia, which could reduce the amount of goods transported by sea. For example, China imposes a tax for non- resident international transportation enterprises engaged in the provision of services of passengers or cargo, among other items, in and out of China using their own, chartered, or leased vessels. The regulation may subject international transportation companies to Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports. This could have an adverse impact on our charterers’ business, operating results, and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. Moreover, an economic slowdown in the economies of the European Union and other Asian countries may further adversely affect economic growth in China and elsewhere.

In addition, although largely alleviated, concerns regarding the possibility of sovereign debt defaults by European Union member countries, have in the past disrupted financial markets throughout the world, and may lead to weaker consumer demand in the European Union, the United States, and other parts of the world. The possibility of sovereign debt defaults by European Union member countries, and the possibility of market reforms to float the Chinese renminbi, either of which development could weaken the Euro against the Chinese renminbi, could adversely affect consumer demand in the European Union. Moreover, the revaluation of the renminbi may negatively impact the United States’ demand for imported goods, many of which are shipped from China. In addition, China is currently seeking repayment of loans from African and Asian developing countries that may not be able to repay those loans. Future weak economic conditions could have a material adverse effect on our business, operating results, financial condition, and ability to pay dividends to our shareholders. Our business, financial condition, operating results, and future prospects will likely be materially and adversely affected by another economic downturn in any of the aforementioned countries and regions.

We may be subject to increased inspection procedures and tighter import and export controls.

International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination. Inspection procedures can result in the seizure, delay in the loading and off-loading, or delivery of the contents of our vessels, or vessels we may acquire, or the levying of customs duties, fines, or other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on us and our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, financial condition, and operating results. 19

Table of Contents RISKS RELATING TO OUR BUSINESS

Our loan agreements and other financing arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, restrictive covenants that may limit our liquidity and corporate activities.

Our loan agreements and financing arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, customary covenants and event of default clauses, financial covenants, change of control clauses, restrictive covenants, sustainability-linked pricing adjustments and performance requirements, which may affect operational and financial flexibility. Such restrictions could affect and, in many respects, limit or prohibit, among other things, our ability to pay dividends, incur additional indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.

As a result of these restrictions, we may need to seek permission from our lenders and other financing counterparties in order to engage in some corporate actions. Our lenders’ and other financing counterparties’ interests may differ from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our revenues, operating results, and financial condition.

A failure by us to meet our payment and other obligations, including our financial covenants and any security coverage requirements, could lead to defaults under our financing arrangements. Likewise, a decrease in vessel values or adverse market conditions could cause us to breach our financial covenants or security requirements (the market values of tanker vessels have generally experienced high volatility). In the event of a default that we cannot remedy, our lenders and other financing counterparties could then accelerate their indebtedness and foreclose on the respective initial vessels comprising our fleet and other vessels we may acquire. The loss of any of our vessels and other vessels we may acquire could have a material adverse effect on our business, operating results, and financial condition.

Our existing loan agreements and financing arrangements contain cross-default provisions, and any future financing arrangements we may enter into are also expected to contain similar provisions, pursuant to which a default under one loan agreement could result in the acceleration of our indebtedness under other loan or financing agreements to which we are a party.

There can be no assurance that we will obtain waivers, deferrals, and amendments of certain financial covenants, payment obligations, and events of default under our loan facilities with our lenders in the future, if needed.

Servicing current and future debt will limit funds available for other purposes and impair our ability to react to changes in our business.

We must dedicate a portion of our cash flow from operations to pay the principal and interest on our indebtedness. These payments limit funds otherwise available for working capital, capital expenditures, and other purposes. As of December 31, 2025 and 2024, we had a total indebtedness of $609.8 million and $651.6 million, respectively, excluding deferred finance fees. Our current or future debt could have other significant consequences on our operations. For example, it could:

●	increase our vulnerability to general economic downturns and adverse competitive and industry conditions;
●	require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, and other general corporate purposes;
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●	limit our ability to pay dividends;
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●	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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●	place us at a competitive disadvantage compared to competitors that have less debt or better access to capital;
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●	limit our ability to raise additional financing on satisfactory terms or at all; and
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●	adversely impact our ability to comply with the financial and other restrictive covenants of our current or future financing arrangements, which could result in an event of default under such agreements.

Furthermore, our current or future interest expense could increase if interest rates increase. If we do not have sufficient earnings, we may be required to refinance all or part of our current or future debt, sell assets, borrow more money, or sell more securities, and we cannot guarantee that the resulting proceeds therefrom, if any, will be sufficient to meet our ongoing capital and operating needs. Because interest paid on loans is generally a margin plus a reference rate, such as SOFR, that is subject to change, our actual interest costs would increase as the reference rate increases. During an inflationary period, such as one we are currently experiencing, SOFR or a similar reference rate will generally be increased, thus costing us more money to service our debt obligations and reducing our net income and cash flows. Any event of default under a loan agreement pursuant to which we have granted security could permit the relevant lender to exercise its rights as a secured lender and take the relevant collateral, which may include our vessels.

Worldwide inflationary pressures could negatively impact us.

Inflation could have an adverse impact on our business, financial condition and operating results, both directly through the increase of the operating costs of our vessels and indirectly through its adverse impact on the world economy in terms of increasing interest rates and slowdown of global growth. Worldwide economies have in the recent past experienced inflationary pressures, with price increases seen across many sectors globally. In response to such inflationary pressures, central banks made steep increases in interest rates, which results in increases to the interest rates available to us on any potential new debt financing or refinancing. If central banks continue to increase interest rates, or interest rates otherwise increase significantly, the resulting increase to the interest rates available to us on new debt financings or refinancings we may pursue could adversely affect our ability to complete vessel acquisitions, take advantage of business opportunities or respond to competitive pressures. Furthermore, if inflationary pressures intensify further, we may be unable to raise our charter rates enough to offset the increasing costs of our operations, which would decrease our profit margins and result in deterioration of our financial condition.

Whether the present inflationary pressures will transition to a long-term inflationary environment and the effects of such a development on charter rates, vessel demand and operating expenses in the sector in which we operate are uncertain. Additionally, the monetary tightening implemented by a series of central banks around the world in order to curb inflationary pressures has also significantly increased the probability of an economic recession in the short- to medium-term future.

We expect that a limited number of financial institutions will hold our cash including financial institutions that may be located in Greece, the Netherlands, France, Switzerland, Taiwan and Hong Kong.

We expect that a limited number of financial institutions will hold all of our cash, including some institutions located in Greece, the Netherlands, France, Switzerland, Taiwan and Hong Kong. Of the financial institutions located in Greece, none are subsidiaries of international banks. Depending on our cash balance in any of our accounts at any given point in time, our balances may not be covered by government-backed deposit insurance programs in the event of default by these financial institutions.

For example, a substantial amount of our cash is currently held in EU banking institutions. While the EU Deposit Guarantee Directive Scheme provides for deposit insurance of up to €100,000 per depositor, per insured bank, the amounts that we have in EU banks far exceed that insurance amount, and therefore unless legislative measures are imposed at EU level or by the Dutch, French or Greek governments to protect depositors, in the event the bank in which our funds are located fails, we may lose all or a substantial portion of our deposits. Our bank accounts held in Swiss banking institutions are used for daily commercial transactions. Esisuisse, a self-regulatory organization for banks in Switzerland, guarantees that it will cover protected deposits as part of the self-regulation of Swiss banks and securities firms which provides deposit insurance against loss up to the amount of CHF 100,000. The deposits we have in Swiss banks exceed that insurance amount and therefore if the Swiss government does not impose measures to protect depositors, in the event the bank in which our funds are located fails, we may lose all or a substantial portion of our deposits. In addition, in the event any of our banks do not allow us to withdraw funds in the time and amounts that we want, we may not timely comply with contractual provisions in any of our contracts or our salary obligations, among other things.

The occurrence of any default of any of our banks could have a material adverse effect on our business, financial condition, operating results, and cash flows, and we may lose part or all of our cash that we deposit with such banks. 21

Table of Contents Capital expenditures and other costs necessary to operate and maintain our vessels may increase.

Changes in safety or other equipment standards, as well as compliance with standards imposed by maritime self-regulatory organizations and customer requirements or competition, may require us to make additional expenditures. In order to satisfy these requirements, we may, from time to time, be required to take our vessels out of service for extended periods of time, with corresponding losses of revenues. In the future, market conditions may not justify these expenditures or enable us to operate some or all of our vessels profitably during the remainder of their economic lives.

We may not be able to refinance our existing indebtedness or obtain additional financing.

We may finance future fleet expansion with additional secured or unsecured indebtedness. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, including the actual or perceived credit quality of our charterers and the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, weakness in the financial markets, and contingencies and uncertainties that are beyond our control. Significant contraction, de-leveraging, and reduced liquidity in credit markets worldwide is reducing the availability and increasing the cost of credit. If we are not able to obtain new debt financing on terms acceptable to us or refinance our existing debt, we will have to dedicate a portion of our cash flow from operations to pay the principal and interest of this indebtedness. If we are not able to satisfy these obligations, we may have to undertake alternative financing plans. In addition, debt service payments under our current or future financing arrangements or alternative financing may limit funds otherwise available for working capital, capital expenditures, the payment of dividends, and other purposes.

In May 2024, we entered into a new $60.0 million senior secured credit facility for the VLCC vessel Nissos Kythnos with Danish Ship Finance A/S to refinance the Company’s existing facility and for general corporate purposes. This facility is priced at 140 basis points over the applicable Term SOFR (as defined below), until December 2026. Thereafter, a new applicable margin will be mutually agreed between the parties, for the remaining duration of the facility, which matures in six years. If the parties do not agree to a new applicable margin, we will have the ability to prepay the facility at no additional cost or may refinance the facility. If no alternative sources of financing become available, we may need to accept Danish Ship Finance A/S’s proposed new margin, which may be adverse to us and higher than we previously were paying, and which will negatively affect our financial condition, operating results, and cash flows. In addition, in October and November 2025, we exercised our purchase options for two VLCC tankers, the Nissos Rhenia and Nissos Despotiko, respectively, currently on lease from OCY Knight 1 Limited and OCY Knight 2 Limited, respectively. The two ships are expected to be delivered to us during the second quarter of 2026, for an aggregate consideration of $94.2 million. If we are not able to secure financing for those two ships, we will be required to pay with cash on hand or otherwise find available cash—such as by selling one or more assets—any of which will negatively affect our financial condition, operating results, and cash flows. Equally, in January 2026 we entered into two memoranda of agreement, whereby pursuant to each individual memorandum of agreement, we agreed to purchase one newbuilding Suezmax vessel (with an estimated approximate deadweight tonnage of 157,000), currently under construction at Daehan, from an unrelated third-party seller for an acquisition price of $99.3 million each. We expect the vessels to be delivered from the shipyard in the second quarter of 2026. We raised part of the purchase price with equity in January 2026. If we are not able to secure financing for the balance of the amount, we will be required to pay with cash on hand or otherwise find available cash—such as by selling one or more assets—any of which will negatively affect our financial condition, operating results, and cash flows.

Our inability to obtain additional or replacement financing at anticipated costs or at all may materially affect our results of operation, our ability to implement our business strategy, our payment of dividends, and our ability to continue as a going concern. 22

Table of Contents We are dependent on a limited number of customers for a large part of our revenues.

During 2025, 74% of our revenues were derived from 11 customers. Such agreements subject us to counterparty risks. The ability of such charterers to perform their obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the counterparty, charter rates received for specific types of vessels, work stoppages or other labor disturbances, including as a result of pandemics, and various expenses. The combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities, and the lack of availability of debt or equity financing may result in a significant reduction in the ability of charterers to make charter payments to us. In addition, in depressed market conditions, charterers and customers may no longer need a vessel that is then under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter agreements or avoid their obligations under those contracts. Should one of our counterparties fail to honor its obligations under agreements with us, we could sustain significant losses that could have a material adverse effect on our business, financial condition, operating results, and cash flows.

We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us.

Payments to us by our charterers under voyage and time charters are and will be our main source of operating cash flow. Weaknesses in demand for shipping services, increased operating costs due to changes in environmental or other regulations, the oversupply of large vessels, and the oversupply of smaller size vessels due to a cascading effect could place certain of our customers under financial pressure. Any declines in demand could result in worsening financial challenges to our customers and may increase the likelihood of one or more of our customers being unable or unwilling to pay us contracted charter rates or going bankrupt.

If we lose a vessel employment contract because the counterparty is unable to pay us or for any other reason, we may be unable to re-deploy the related vessel on similarly favorable terms or at all. Also, we will not receive any revenues from such a vessel while it is not chartered, but we will be required to pay expenses necessary to maintain and insure the vessel and service any indebtedness on it.

The combination of any surplus of tanker vessel capacity, the expected entry into service of new technologically advanced ships, and the expected increase in the size of the world tanker fleet over the next few years may make it difficult to secure substitute employment for any of our vessels if our counterparties fail to perform their obligations under the currently arranged voyage or time charters, and any new charter arrangements we are able to secure may be at lower rates. Furthermore, the surplus of tanker vessels available at lower charter rates could negatively affect our charterers’ willingness to perform their obligations under our time charters, particularly if the charter rates in such time charters are significantly above the prevailing market rates. Accordingly, we may have to grant concessions to our charterers in the form of lower charter rates for the remaining duration of the relevant charter or part thereof, or to agree to re-charter vessels coming off charter at reduced rates compared to the charter then ended. Because we enter into short-term and medium-term time charters from time to time, we may need to re-charter vessels coming off charter more frequently than some of our competitors, which may have a material adverse effect on our business, operating results, and financial condition, as well as our cash flows, including cash available for distributions to our shareholders.

The loss of any of our charterers, voyage or time charters, or vessels, or a decline in payments under our voyage or time charters, could have a material adverse effect on our business, operating results, and financial condition, as well as our cash flows, including cash available for distributions to our shareholders.

In addition to charter parties, we may, among other things, enter into contracts for the sale or purchase of secondhand tanker vessels or shipbuilding contracts for newbuildings, provide performance guarantees relating to shipbuilding contracts to sale and purchase contracts or to charters, enter into credit facilities or other financing arrangements, accept commitment letters or refund guarantees from banks and other financial institutions, enter into insurance contracts and interest or exchange rate swaps, or enter into joint ventures. Such agreements expose us to counterparty credit risk. The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend upon a number of factors that are beyond our control and may include, among other things, general economic conditions, the state of the capital markets, the condition of the ocean-going tanker shipping industry, and charter hire rates. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses, which, in turn, could have a material adverse effect on our business, operating results, and financial condition, as well as our cash flows, including cash available for distributions to our shareholders. 23

Table of Contents We may fail to manage our growth properly.

We may continue to grow our fleet in the future in line with our strategy. Our future growth will primarily depend on our ability to:

●	generate excess cash flow for investment without jeopardizing our ability to cover current and foreseeable working capital needs (including debt service);
●	raise equity and obtain required financing for our existing and new operations on acceptable terms;
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●	locate and acquire suitable vessels;
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●	identify and consummate acquisitions or joint ventures;
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●	integrate any acquired business successfully with our existing operations;
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●	including our commercial and technical managers’ ability, to hire, train, and retain qualified personnel and crew to manage and operate our growing business and fleet;
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●	enhance our customer base; and
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●	manage expansion.
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Growing any business by acquisition presents numerous risks such as undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel, managing relationships with customers and suppliers, and integrating newly acquired operations into existing infrastructures. We may not be successful in executing our growth plans and we may incur significant additional expenses and losses in connection therewith.

There could be delays or defaults by the shipyards in the construction of newbuildings.

As of the date of this Annual Report, we have agreed to purchase two Suezmax newbuilding vessels immediately upon their respective delivery from the shipyard. We may enter into additional contracts for newbuilding vessels in the future. Vessel construction projects are generally subject to risks of delay that are inherent in any large construction project, which may be caused by numerous factors, including shortages or delays of equipment, materials, or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, a backlog of orders at the shipyard, design or engineering changes, work stoppages and other labor disputes, adverse weather conditions, or any other events of force majeure. Significant delays could adversely affect our financial position, operating results, and cash flows. If we already committed to a third party the use of the vessel upon construction completion, then we may breach such commitment and be subject to pay related damages, such as any increased costs the counterparty pays to secure an alternate vessel to use. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel, and we may continue to incur costs and expenses related to a delayed vessel, such as supervision expenses.

Our ability to obtain additional debt financing may be dependent on our ability to charter our vessels, or vessels we may build or acquire, the performance of our charters, and the creditworthiness of our charterers.

Our inability to re-charter our vessels, or vessels we may build or acquire, and the actual or perceived credit quality of our charterers, and any defaults by them, may materially affect our ability to obtain any additional capital resources that we may require to purchase additional vessels or maintain our existing fleet or may significantly increase our costs of obtaining such capital. Our inability to obtain financing, or receiving financing at a higher than anticipated cost, may materially affect our results of operation and our ability to implement our business strategy. 24

Table of Contents The employment of our vessels could be adversely affected by an inability to clear the vetting process of potential charterers.

The shipping industry is heavily regulated by international conventions, local laws and regulations, and industry-driven standards. This is particularly so with respect to the shipment of crude oil, refined petroleum products (clean and dirty), and bulk liquid chemicals. Compliance with industry-driven standards imposed upon tanker vessel owners and operators by the so-called “Oil Majors,” such as Exxon Mobil, BP p.l.c., Royal Dutch Shell p.l.c., Chevron, ConocoPhillips and Total S.A., together with a number of other oil companies and commodities traders are critical to the tanker industry. These businesses constitute a significant percentage of the production, trading, and shipping logistics (terminals) of crude oil and refined products worldwide and they have developed and implemented a strict, ongoing due diligence process for selecting commercial partners, referred to as “vetting.”

The vetting process is a sophisticated and comprehensive risk assessment of both vessels and vessel operators, including physical ship inspections, questionnaires completed and evaluated by accredited inspectors, and the production of risk assessment reports determining the suitability of vessels and vessel operators, as well as crewmembers, for hire.

While numerous factors are considered and evaluated prior to a vetting decision, the Oil Majors, through their association, Oil Companies International Marine Forum (“OCIMF”), have developed two basic tools for vetting: the Ship Inspection Report Programme (“SIRE”), and the Tanker Management and Self-Assessment (“TMSA”) program. The former is a physical ship inspection based upon a thorough vessel inspection questionnaire and performed by accredited OCIMF inspectors, resulting in a report being logged on SIRE, while the latter is a more recent addition to the risk assessment tools used by the Oil Majors.

Based upon commercial risk, there are three levels of assessment used by Oil Majors:

●	terminal use, which clears a vessel to call at one of the Oil Major’s terminals;
●	voyage charter, which clears the vessel for a single voyage; and
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●	period charter (or time charter), which clears the vessel for use for an extended period of time.
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The depth and complexity of each of these levels of assessment varies. Our charter agreements generally require that the applicable vessel have a valid SIRE report (less than six months old) in the OCIMF website as recommended by OCIMF. In addition, under the terms of many such charter agreements, the charterers require that such vessels and their technical managers be vetted and approved to transport crude oil or refined petroleum products (as applicable). The technical manager is responsible for obtaining and maintaining the vetting approvals required to successfully charter such vessels.

In the case of time charter relationships, additional factors are considered when awarding such contracts, including:

●	office assessments and audits of the vessel operator;
●	the vessel operator’s environmental, health, and safety record;
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●	compliance with the standards of the IMO;
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●	compliance with Oil Majors’ and others’ codes of conduct, policies, and guidelines, including policies relating to transparency, anti-bribery and ethical conduct requirements, and relationships with third parties;
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●	compliance with heightened industry standards set by the Oil Majors, other major and national oil companies and commodities traders;
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●	results of Port State Control inspections (see below);
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●	shipping industry relationships, reputation for customer services, and technical and operating expertise; and
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●	shipping experience and quality of ship operations, including cost-effectiveness and technical capability and experience of crewmembers.
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25

Table of Contents Under the terms of our charter agreements, both the vessels and the technical managers are vetted and approved to transport petroleum products by multiple Oil Majors, other oil companies and commodities traders. Any failure to maintain our tanker vessels to the standards required by the charterer could put us in breach of our charter agreement and lead to termination of such agreement and, potentially, could give rise to impairment in the value of our tanker vessels. Should we not be able to successfully clear the vetting process in such circumstances on an ongoing basis, the future employment of our vessels, as well as our ability to obtain charters, whether medium- or long-term, could be adversely affected. Such a situation may lead to the charterer terminating any existing charters and refusing to use our vessels in the future, which, in turn, would adversely affect our operating results and cash flows.

The industry for the operation of tanker vessels and the transportation of oil is highly competitive and we may not be able to compete for charters with new entrants or established companies with greater resources.

We will employ our tankers and any additional vessels we may acquire in a highly competitive market that is capital intensive and highly fragmented. The operation of tanker vessels and the transportation of cargoes shipped in these vessels, as well as the shipping industry in general, is extremely competitive. Competition arises primarily from other vessel owners, including major oil companies as well as independent tanker shipping companies, some of whom have substantially greater resources than we do. Competition for the transportation of oil can be intense and depends on price, location, size, age, condition, and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market, competitors with greater resources could enter and operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets than us.

We and KMC may be unable to attract and retain key management personnel in the shipping industry.

Our success depends to a significant extent upon the abilities and efforts of our senior executives and our Chairman for the management of our activities and strategic guidance, including our ability to retain our management team and the ability of our management to recruit and hire suitable employees. While we believe that we have an experienced management team, the loss or unavailability of one or more of our senior executives or our Chairman or any other key employees for any extended period of time, or KMC’s inability to attract and retain its key personnel or employees, could have an adverse effect on our business and operating results.

Our executive officers do not devote all of their time to our business.

Certain of our executive officers are not required to work full-time on our affairs and are involved in business activities not related to us or that compete with us, which may result in their spending less time than is appropriate or necessary to manage our business successfully. While we estimate that certain of our executive officers may at times spend a substantial portion of their monthly business time on business activities not related to our business, the actual allocation of time could vary significantly from time-to-time depending on various circumstances and needs of the other businesses, such as the relative levels of strategic activities of such businesses. As a result, there could be material competition for the time and effort of our officers who also provide services to other businesses, which could have a material adverse effect on our business, financial condition, operating results and cash flows. Furthermore, such other business activities may create conflicts of interest in matters involving or affecting us, our customers, and our business, and it is not certain that any of these conflicts of interest will be resolved in our favor, which could have a material adverse effect on our business, financial condition, operating results and cash flows.

Labor interruptions that are not resolved in a timely manner may affect us.

KMC is responsible for recruiting our vessels’ senior officers and, mainly through a crewing agent, all other crew members for our vessels and all other vessels we may acquire. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out as we expect and could have a material adverse effect on our business, operating results, cash flows, financial condition, and available cash.

If we expand our business, we will need to improve or increase our operational capabilities, financial systems and staff.

Our current operating and financial systems may not be adequate if we implement a plan to expand the size of our fleet, and our attempts to improve those systems may be ineffective. We, KMC, or our crewing agents may need to recruit suitable additional seafarers and shore-based administrative and management personnel. We cannot guarantee that we or our crewing agents will be able to hire suitable employees or a sufficient number of employees if we expand our fleet. If we are unable to operate our financial and operations systems effectively or to recruit suitable employees as we expand our fleet, our performance may be adversely affected. 26

Table of Contents We may acquire additional vessels in the future and those vessels may not be delivered on time or may be delivered with significant defects.

We may acquire additional vessels in the future. A delay in the delivery of any vessels to us, the failure of the contract counterparty to deliver a vessel at all, or us not taking delivery of a vessel could cause us to breach our obligations under a related time charter or could otherwise adversely affect our financial condition and operating results. In addition, the delivery of any vessel with substantial defects could have similar consequences.

We may conduct a substantial amount of business in China, whose legal system has inherent uncertainties.

Many of our vessels call to ports in China and we have entered into and may further enter in the future into sale and leaseback transactions with Chinese financial institutions. We do not have any on-shore presence in mainland China or Hong Kong, port calls in mainland China and Hong Kong in the aggregate represented 3% and 8% of our worldwide port calls in 2025 and 2024, respectively. We generated no revenue and 3% of revenue from mainland Chinese and Hong Kong charterers in 2025 and 2024, respectively. As of December 31, 2025 and 2024, the aggregate amount of our loans from Chinese lenders, as a percentage of amounts borrowed from all lenders, amounted to nil and 30%, respectively. Although our charters and sale and leaseback agreements are governed by English law, we may have difficulties enforcing a judgment rendered by an English court (or other non-Chinese court) in China, and our legal protections available to us in China may be more limited. Charters and any other agreements that we enter into with Chinese counterparties, may be subject to new regulations in China that may require us to incur new or additional compliance or other administrative costs and pay new taxes or other fees to the Chinese government. Changes in laws and regulations, including with regards to tax matters, and their implementation by local authorities could affect our vessels chartered to Chinese customers as well as our vessels calling to Chinese ports and could have a material adverse effect on our business, operating results, and financial condition, as well as our cash flows, including cash available for distributions to our shareholders.

Recent actions by the U.S. and China imposing new port fees could have a material adverse effect on our operations and financial results.

The United States Trade Representative, or USTR, has put forward significant trade actions under Section 301 of the Trade Act of 1974 with the aim of addressing China’s dominance in the maritime, logistics, and shipbuilding industries. These actions dramatically increase the port fees and therefore the overall operating expenses for certain ships calling at U.S. ports. Specifically, the USTR added a series of service fees that function as direct increases to port-related costs.

The USTR action generally includes a fee targeting Chinese owners and operators for each instance a vessel owned or operated by a Chinese entity enters a U.S. port. The fee is calculated at a rate of $50 per net ton of the vessel for each port entrance beginning October 14, 2025, and increasing over time, plateauing at $140 per net ton in 2028.

Another fee focuses on operators with fleets comprised of Chinese-built vessels. Under the action, in the case of a vessel not subject to the fees on Chinese owners and operators described above, fees generally are imposed each time a Chinese-built vessel enters a U.S. port. The fee generally is calculated at a rate of $18 per net ton of the vessel for each port entrance beginning October 14, 2025, and increasing over time, plateauing at $33 per net ton in 2028. There are several exceptions to this fee, including for vessels with capacity of 55,000 dwt or less, vessels arriving to the U.S. empty or in ballast, and vessels entering a port in the continental United States from a voyage of less than 2,000 nautical miles from a foreign port or point.

In response to the USTR port fees, China recently enacted retaliatory port fees on U.S.-linked vessels calling at Chinese ports. The fee is calculated at a rate of Chinese renminbi (RMB) 400 per net ton of the vessel for each port entrance beginning October 14, 2025, and increasing over time, plateauing at RMB 1,120 per net ton in 2028. The port fees apply to vessels owned by, controlled by, or operated by an entity with 25% or more of this entity’s equity interest, outstanding voting interest, or board seats held directly or indirectly by an entity, other organization, or a citizen, of the U.S.

Both the USTR port fees and the Chinese port fees went into effect on October 14, 2025. However, there remains uncertainty regarding the application of both sets of port fees. The applicability of the USTR port fees to sale leaseback arrangements with Chinese leasing financiers has not been clarified. In a sale leaseback arrangement, the Chinese leasing financiers are the formal owners of the vessels. Furthermore, the application of the Chinese port fees’ 25% ownership test to a publicly traded company with diffuse ownership is uncertain. 27

Table of Contents On November 10, 2025, U.S. and Chinese authorities suspended the application of each respective set of port fees for one year. Substantial uncertainty remains as to how the port fees will be assessed after the end of the suspension period, which is scheduled to begin on November 10, 2026.

It is possible that the Chinese authorities will assert that we are subject to the port fees due to actual or perceived U.S. ownership or control. For example, if 25% or more of our board of directors is comprised of U.S. citizens and there is no suspension of the port fees, then such port fees may apply. Further, it is possible that in the future 25% or more of our outstanding equity interests and voting interests are held by U.S. investors.

Of the 16 vessels we currently operate, none were constructed in China. However, in the past we have entered into and in the future, we may enter into sale leaseback transactions with Chinese financial institutions. Additionally, we may enter into contracts for the purchase of secondhand tanker vessels constructed in China or shipbuilding contracts for newbuildings constructed in Chinese shipyards in the future. Therefore, we could be subject to the USTR port fees on our vessels.

Given the potential magnitude of the USTR and Chinese port fees and the many uncertainties surrounding their implementation, it is not possible at this time to fully predict the ultimate financial impact. However, if either or both set of port fees are assessed for our vessels or vessels we charter, our operating costs for voyages calling at U.S. or Chinese ports could materially increase. This, in turn, could significantly reduce our profitability, negatively impact our ability to compete effectively, and materially and adversely affect our operations and financial results.

Our revenues are derived substantially from a single segment, the crude oil tanker segment, which exposes us to adverse developments in the crude oil tanker market.

Substantially all of our revenues are derived from a single market, the crude oil tanker segment, and therefore, our financial results depend on the development and growth in this segment. External factors that affect the crude oil tanker market will have a significant impact on our business. Freight rates and asset prices have been volatile. Any adverse development in the crude oil tanker segment would have a material adverse impact on our future performance, operating results, cash flows and financial position. Further, our lack of diversification makes us increasingly vulnerable to adverse developments in the international crude oil tanker market, and this could have a greater material adverse impact on our future performance, operating results, cash flows and financial position than it would if we maintained more diverse lines of business.

A drop in spot charter rates may provide an incentive for some charterers to default on their charters.

When we enter into a time charter or bareboat charter, rates under that charter are fixed throughout the term of the charter. If the spot charter rates in the tanker shipping industry become significantly lower than the time charter equivalent rates that some of our charterers are obligated to pay us under our then- existing charters, the charterers may have an incentive to default under that charter or attempt to renegotiate the charter. If our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels, or vessels we may acquire at lower charter rates, and as a result we could sustain significant losses which could have a material adverse effect on our cash flow and financial condition, which would affect our ability to meet our current or future loans or current leaseback obligations. If our current or future lenders choose to accelerate our indebtedness and foreclose their liens, or if the owners of any leased vessels we may acquire choose to repossess vessels in our fleet as a result of a default under any sale and leaseback arrangement, our ability to continue to conduct our business would be impaired.

An increase in operating costs or off - hire days could decrease earnings and available cash.

Vessel operating costs include the costs of crew, provisions, deck and engine stores, insurance, and maintenance and repairs, which depend on a variety of factors, many of which are beyond our control. Some of these costs, including those relating to insurance and enhanced security measures, have been increasing. If any of our vessels, or vessels we may acquire, suffer damage, they may need to be repaired at a drydocking facility. The costs of drydocking repairs are unpredictable and can be substantial. Increases in any of these expenses could decrease our earnings and available cash. 28

Table of Contents From time to time, we may clean up, and remove relevant sludge from, any one or more of our vessels to permit it to trade potentially more profitable clean products rather than crude products. If we decide to clean any ships, there may be additional off-hire days during the cleaning process. If we decide to clean any vessel, we cannot guarantee that any charter hire received will fully compensate us for the off-hire days and associated costs had we not cleaned the vessel and instead continued to trade them with crude products, although we have insurance in place. In addition, while we intend to include provisions in our charters that makes any charterer responsible for any potential fuel contamination in the event that the cleaning process is not fully successful, we cannot guarantee that there will not be such fuel contamination nor that a third party will not make claims against us in this regard. Any claims made against us may be costly and take management’s time and focus away from our business.

Rising fuel prices may adversely affect our profits.

Fuel is a significant expense if vessels are under voyage charter or if consumed during ballast days. Moreover, the cost of fuel will affect the profit we can earn on the short-term or spot market. Upon redelivery of vessels at the end of a time charter, we may be obliged to repurchase the fuel on board at prevailing market prices, which could be materially higher than fuel prices at the inception of the time charter period. Additionally, our returns are impacted by the use of scrubbers, which allow us to consume high-sulfur fuel oil (HSFO) under certain circumstances, as it is typically cheaper than very low sulfur fuel oil (VLSFO). However, if the price differential (spread) between VLSFO and HSFO narrows, the financial benefit of using scrubbers may decline, affecting our overall returns. As a result, an increase in the price of fuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical events, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns, and environmental concerns. Further, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.

The aging of our fleet may result in increased operating and capital costs in the future.

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As our fleet ages, operating and other costs will increase. In the case of bareboat charters, operating costs are borne by the bareboat charterer. Cargo insurance rates also increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations, including environmental regulations, and safety or other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to our vessels, or vessels we may acquire, and may restrict the type of activities in which our vessels, or vessels we may acquire, may engage. As our fleet ages, market conditions might not justify those expenditures or enable us to operate our vessels, or vessels we may acquire, profitably during the remainder of their useful lives.

Unless we set aside reserves or are able to borrow funds for vessel replacement, our revenue will decline at the end of a vessel**’**s useful life.

Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives. We estimate that our vessels have a useful life of up to 25 years from the date of their initial delivery from the shipyard. In case we acquire secondhand vessels, they are depreciated from the date of their acquisition through their remaining estimated useful life. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels, or vessels we may acquire, to customers. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, operating results, and financial condition will be materially and adversely affected. Any reserves set aside for vessel replacement may not be available for dividends or other uses.

Purchasing and operating secondhand vessels may result in increased operating costs and vessels off-hire.

We may expand our fleet through the acquisition of secondhand vessels. While we inspect previously owned or secondhand vessels prior to purchase, this does not normally provide us with the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with such vessels prior to purchase. Any such hidden defects or problems, when detected, may be expensive to repair, and if not detected, may result in accidents or other incidents for which we may become liable to third parties. Also, when purchasing previously owned vessels, we do not typically receive the benefit of warranties from the builders if the vessels we buy are older than one year. In general, the costs to maintain a vessel in good operating condition increase with the age and type of the vessel. In the case of chartered-in vessels, we run similar risks. 29

Table of Contents Governmental regulations and safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels, or vessels we may acquire, and may restrict the type of activities in which the vessels may engage. As our vessels, or vessels we may acquire, age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

We may not have adequate insurance to compensate us if we lose any vessels that we acquire or to cover our losses that may result from our operations.

There are a number of risks associated with the operation of ocean-going vessels, including mechanical failure, collision, fire, human error, war, terrorism, piracy, loss of life, contact with floating objects, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. Any of these events may result in loss of revenues, increased costs and decreased cash flows. In addition, the operation of any vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps.

We carry insurance for all vessels we acquire against those types of risks commonly insured by vessel owners and operators. These insurances include hull and machinery insurance, protection, and indemnity insurance (which includes environmental damage and pollution insurance coverage), freight demurrage and defense (FD&D) insurance, war risk insurance and Kidnap and Ransom (K&R) insurance. Competitive insurance rates can best be obtained when the size, age and trading profile of the fleet are attractive. As a result, rates become less competitive as a fleet ages or downsizes.

Effective from November 2025, KMC carries a loss of hire insurance. This loss of hire insurance is intended to provide financial protection against loss of income following insured delays arising from both Hull & Machinery and P&I-related incidents. The policy is intended to ensure rapid financial recovery following operational disruptions caused by incidents such as collision, machinery failure, piracy, quarantine, or other covered perils.

We do not currently maintain insurance relating to strikes. Additionally, our charterers may in the future engage in legally permitted trading in locations or with persons which may still be subject to restrictions due to sanctions. Our insurers may be contractually or by operation of law prohibited from honoring our insurance contract for such trading on such locations or countries or trading with such persons, which could result in reduced insurance coverage for losses incurred by the related vessels. Changes in the insurance markets attributable to the risk of terrorism in certain locations around the world could make it difficult for us to obtain certain types of coverage. In addition, the insurance that may be available to us may be significantly more expensive than our existing coverage. Furthermore, our insurers and we may be prohibited from posting or otherwise be unable to post security in respect of any incident in such locations or countries or as a result of trading with such persons, resulting in the loss of use of the relevant vessel and negative publicity for our Company which could negatively impact our business, operating results, cash flows and stock price.

We may not be adequately insured to cover losses against all risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or underinsured loss or liability could have a material adverse effect on our business, operating results, cash flows, financial condition, and ability to pay dividends. It may also result in protracted legal litigation.

In the future, we may not be able to obtain adequate insurance coverage at reasonable rates for the vessels we acquire. The insurers may not pay particular claims. Our insurance policies also contain deductibles for which we will be responsible as well as limitations and exclusions that may increase our costs or lower our revenue.

We may be subject to increased premium payments, or calls, as we obtain some of our insurance through protection and indemnity associations.

We may be subject to increased premium payments, or calls, in amounts based on our claim records and the claim records of KMC, as well as the claim records of other members of the protection and indemnity associations through which we receive insurance coverage for third party liability, including pollution-related liability. In addition, our protection and indemnity associations may not have enough resources to cover claims made against them. Our payment of these calls could result in significant expense to us, which could have a material adverse effect on our business, operating results, and financial condition. 30

Table of Contents We may be subject to increasing regulation as well as scrutiny and changing expectations from investors, lenders, and other market participants with respect to our Environmental, Social, and Governance and Corporate Sustainability Reporting Directive policies.

Companies across all industries are facing increasing scrutiny relating to their Environmental, Social, and Governance, or ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders, and other market participants are increasingly focused on ESG practices and, in recent years, have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies that do not adapt to or comply with investor, lender, or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

We may face increasing pressures from investors, lenders, and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

On March 6, 2024, the SEC had adopted final rules to enhance and standardize climate-related disclosures by public companies and in public offerings. The final rules would have added extensive and prescriptive disclosure items requiring companies, including foreign private issuers, to disclose climate-related risks and certain emissions. Specifically, the rules would have required the inclusion of certain climate-related financial metrics in a note to companies’ audited financial statements. These rules were challenged in federal court before they became effective and ultimately the SEC withdrew its defense of the rules, essentially pausing the litigation. If the SEC were to again adopt climate disclosure rules, or if it successfully defends the challenged rules that it previously adopted in 2024 and such rules become effective, then the costs of compliance with such new rules could be significant and may have a material adverse effect on our future performance, operating results, cash flows and financial position.

Furthermore, compliance with the Corporate Sustainability Reporting Directive, or CSRD, will likely increase our reporting and administrative costs. The CSRD, adopted by the EU Parliament on November 10, 2022, expands sustainability reporting requirements for both EU and non-EU companies. It mandates detailed disclosures covering not only environmental and climate matters but also social and governance aspects, such as human rights, anti-corruption policies, corporate governance, and diversity and inclusion. The directive applies on a phased basis from 2024 through 2028 to companies that meet specific financial and employee thresholds. As a result, if we become subject to the CSRD requirements, we may incur significant compliance costs related to developing new systems, hiring personnel, upgrading data management infrastructure, and enhancing reporting procedures to meet these obligations.

Additionally, certain investors and lenders may exclude shipping companies, such as us, from their investing portfolios altogether due to environmental, social, and governance factors. These limitations in both the debt and equity capital markets may affect our ability to develop as our plans for growth may include accessing the equity and debt capital markets. If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and operating results and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor, report, and comply with wide ranging ESG requirements. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition. 31

Table of Contents Technological innovation and quality and efficiency requirements from our customers could reduce our charter hire income and the value of our vessels, or vessels we may acquire.

Our customers, in particular those in the oil industry, have a high and increasing focus on quality and compliance standards with their suppliers across the entire supply chain, including the shipping and transportation segment. Our continued compliance with these standards and quality requirements is vital for our operations. Charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel’s efficiency, operational flexibility, and physical life. Efficiency includes speed, fuel economy, and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel’s physical life is related to its original design and construction, its maintenance, and the impact of the stress of operations. If new vessels are built that are more efficient or more flexible or have longer physical lives than our vessels, or vessels we may acquire, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels, or vessels we may acquire, and the resale value of our vessels, or vessels we may acquire, could significantly decrease, which may have a material adverse effect on our future performance, operating results, cash flows, and financial position. Finally, there continues to be significant evolution and developments in the use of artificial intelligence technologies, including generative artificial intelligence. While we have not integrated the use of artificial intelligence in our business currently, we could integrate it in the future and at this time cannot fully determine the impact of such evolving technology to our industry, our business or the Company.

We generate revenues from the trading of our vessels in U.S. dollars, but incur a portion of our expenses in other currencies.

We generate substantially all of our revenues from the trading of our vessels in U.S. dollars, but certain of our vessel operating expenses and administrative expenses are generated in currencies other than the U.S. dollar. This difference could lead to fluctuations in net profit due to changes in the value of the U.S. dollar relative to the other currencies. Expenses incurred in foreign currencies against which the U.S. dollar falls in value can increase, thereby decreasing our profit. We currently have only partially hedged our currency exposure, and, as a result, our operating results and financial condition, denominated in U.S. dollars, and our ability to pay dividends could suffer.

We are considerably dependent on European seafarers, who are paid in Euros, to fill key positions on board our vessels and our officers and administrative staff are paid in Euros. Consequently, our Euro- denominated crew and employee expense forms a significant percentage of our operating expenses. Furthermore, we have significant exposure to the Euro in our general and administrative expenses. As such our exposure to Euro-U.S. dollar exchange rate fluctuations may have a significant impact on our expenses, business and future cash flows.

Trading and complementary hedging activities in freight, tonnage, and forward freight agreements subject us to trading risks.

The tanker shipping industry is cyclical with high volatility in charter rates and profitability. We currently charter our vessels principally in the spot or short-term time charter market, being exposed to various unpredictable factors, such as supply and demand of energy resources, global economic and political conditions, natural or other disasters, disruptions in international trade, COVID-19’s resurgence or other pandemic outbreaks, environmental and other legal regulatory developments, among others. A long-term contract to charter a vessel might lock us into a profitable or unprofitable situation depending on the direction of freight rates over the term of the contract. We may decide to enter into one or more forward freight agreements in order to partially hedge our exposure to spot charter rate fluctuations and mitigate any adverse effect this may have in our operating cash flows and dividend policy.

We are exposed to market risk in relation to our forward freight agreements and could suffer substantial losses from these activities in the event that our expectations are incorrect. We trade forward freight agreements with an objective of both economically hedging the risk on the fleet, specific vessels, or freight commitments and taking advantage of short-term fluctuations in market prices. There can be no assurance that we will always be able to successfully protect ourselves from volatility in the shipping market. We may not successfully mitigate our risks, leaving us exposed to unprofitable contracts, and may suffer trading losses resulting from these hedging activities. 32

Table of Contents In our hedging and trading activities, we focus on short-term trading opportunities in which there is adequate liquidity in order to limit the risk we are taking. There can be no assurance we will be successful in limiting our risk, that significant price spikes will not result in significant losses, even on short-term trades, that liquidity will be available for our positions, or that all trades will be done within our risk management policies. Any such risk could be significant. In addition, the performance of our trading activities can significantly increase the variability of our operating performance in any given period and could materially adversely affect our financial condition. The forward freight agreement market has experienced significant volatility in the past few years and, accordingly, recognition of the changes in the fair value of forward freight agreements has caused and could in the future cause significant volatility in earnings.

We may be exposed to fraudulent behavior.

The risk of fraud is inherent in all industries and is not specific to the shipping industry. However, historically, the shipping industry has involved an increased risk of fraud and fraudulent behavior. We have established a system of internal controls to prevent fraud and fraudulent behavior. However, we cannot be certain that we will not be exposed to fraud or fraudulent behavior, and any such behavior can have a material adverse effect on our future performance, operating results, cash flows and financial position.

We depend on short-term or spot charters in volatile shipping markets.

We currently charter all vessels in our fleet on the spot or short-term charter market. The short-term or spot charter market is highly competitive and short-term or spot charter rates may fluctuate significantly based upon available charters and the supply of and demand for seaborne tanker capacity. While our focus on the short-term or spot market may enable us to benefit if industry conditions strengthen, we must consistently procure short-term or spot charter business. Conversely, such dependence makes us vulnerable to declining market rates for short-term or spot charters and to the off-hire periods including ballast passages. Rates within the short-term or spot charter market are subject to volatile fluctuations while longer-term time charters provide income at pre-determined rates over more extended periods of time. There can be no assurance that we will be successful in keeping our vessels fully employed in these short-term markets or that future short-term or spot rates will be sufficient to enable the vessels to be operated profitably or in similar fashion to previous years. A significant decrease in charter rates would affect value and further adversely affect our profitability, cash flows, and ability to pay dividends. We cannot give assurances that future available charter rates will enable us to operate our vessels profitably. If our vessels were committed to long-term charters, they may not be available for re-chartering or for short-term or spot market voyages when such employment would allow us to realize the benefits of comparably more favorable charter rates.

Any limitation in the availability or operation of one or more of our vessels could have a material adverse effect on our business, operating results and financial condition.

Our current fleet consists of 16 vessels and we have entered into memoranda of agreement to acquire an additional two Suezmax vessels (with an estimated approximate deadweight tonnage of 157,000), currently under construction at Daehan, which we expect to be delivered from the shipyard in the second quarter of 2026. We depend on these vessels for all of our revenue. If one or more of our vessels is unable to generate revenues as a result of off-hire time, early termination of the applicable time charter or otherwise, our business, operating results, financial condition and ability to pay dividends could be materially adversely affected. Unless we identify and acquire additional vessels, we will rely upon all 16 of these vessels for almost all of our revenue and ability to pay dividends.

Our vessels may be directed to call on ports located in countries that are subject to restrictions imposed by the U.S. or the EU.

From time to time, certain of our vessels, on the instructions of the charterers responsible for the commercial management of such vessels, have called and may again call on ports located in countries or territories, and/or operated by persons, subject to sanctions and embargoes imposed by the U.S. or the EU. The U.S. and EU sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time. Some sanctions may also apply to transportation of goods (including crude oil) originating in sanctioned countries (particularly Iran, Venezuela, and Russia), even if the vessel does not travel to those countries, or is otherwise acting on behalf of sanctioned persons. Sanctions may include the imposition of penalties and fines against companies violating national law or companies acting outside the jurisdiction of the sanctioning power, themselves becoming the target of sanctions.

In 2025, for example, three of our vessels called on ports in Venezuela an aggregate of three times; we believe that such calls were done in accordance with applicable laws and we had the relevant authorizations and licenses to call on such ports. However, we cannot guarantee that a governmental authority may determine otherwise, or perceive that we did not have the requisite authorizations. 33

Table of Contents Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations and intend to maintain such compliance, and we do not, and do not intend to, engage in sanctionable activity, we might fail to comply or may inadvertently engage in a sanctionable activity in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation or sanctionable activity could result in fines or other penalties, or the imposition of sanctions against the Company, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in the Company and negatively affect our reputation and investor perception of the value of our common shares.

The smuggling of drugs or other contraband onto our vessels, or vessels we may acquire, may lead to governmental claims against us.

Our vessels, or vessels we may acquire, may call in ports where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels, or vessels we may acquire, are found with contraband, whether inside or attached to the hull of our vessels and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims that could have an adverse effect on our business, operating results, cash flows, financial condition, and ability to pay dividends. Under some jurisdictions, vessels used for the conveyance of illegal drugs could be subject to forfeiture, resulting in forfeiture of the vessel to the government of such jurisdiction.

Maritime claimants could arrest our vessels or vessels we acquire.

Crew members, suppliers of goods and services to a vessel, shippers of cargo, and other parties may be entitled to a maritime lien against that vessel for unsatisfied debts, claims, or damages. In many jurisdictions, a maritime lienholder may enforce its lien by “arresting” or “attaching” a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels, or vessels we may acquire, could result in a significant loss of earnings for the related off-hire period. In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. In countries with “sister ship” liability laws, claims might be asserted against us or any of our vessels for liabilities of any other vessels we may own (which may also include vessels managed by KMC or owned by one of our major shareholders). Any of those events could have an adverse effect on our business, operating results, cash flows, financial condition, and ability to pay dividends.

Governments could requisition our vessels, or vessels we may acquire, during a period of war or emergency.

A government could requisition vessels for title or hire. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Although we would be entitled to compensation in the event of a requisition, the amount and timing of payment of such compensation is uncertain. Government requisition of any of our vessels, or vessels we may acquire, could negatively impact our revenues should we not receive adequate compensation. Any of those events could have an adverse effect on our business, operating results, cash flows, financial condition, and ability to pay dividends.

Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977, or FCPA, or similar legislation in other jurisdictions, could result in fines, criminal penalties, and an adverse effect on our business.

We operate throughout the world, including countries with a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA and other similar anti-corruption laws. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take action determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, and curtailment of operations in certain jurisdictions, and might adversely affect our business, operating results or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. 34

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Our information systems may fail or may be subject to security breaches.

The efficient operation of our business is dependent on computer hardware and software systems both onboard our vessels, or vessels we may build or acquire, and at our onshore offices. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists. The attacks can encompass a wide range of methods and intent, including phishing attacks, generative artificial intelligence impersonation, illegitimate requests for payment, theft of intellectual property, theft of confidential or non-public information, installation of malware, installation of ransomware and theft of personal or business information. The frequency and sophistication as well as the methods used to conduct these attacks, have increased over time. We rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information kept on our information systems. However, these measures and technology may not adequately prevent cybersecurity breaches, the access, capture, or alteration of information by criminals, the exposure or exploitation of potential security vulnerabilities, the installation of malware or ransomware, acts of vandalism, computer viruses, and misplaced data or data loss. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and operating results to suffer. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, operating results, and financial condition, as well as our cash flows, including cash available for dividends to our shareholders.

Additionally, any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. Most recently, the war between Russia and Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations. It is difficult to assess the likelihood of such threat and any potential impact at this time.

The SEC requires the mandatory disclosure of material cybersecurity incidents, as well as cybersecurity governance and risk management practices. A failure to disclose could result in the imposition of injunctions, fines and other penalties by the SEC. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any cybersecurity incident.

A change in tax laws in any country in which we operate could adversely affect us.

Tax laws and regulations are highly complex and subject to interpretation. Consequently, we and our subsidiaries are subject to changing tax laws, treaties and regulations in and between countries in which we operate. Our income tax expense is based on our interpretation of the tax laws in effect at the time the expense was incurred. A change in tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on our earnings. Such changes may include measures enacted in response to the ongoing initiatives in relation to fiscal legislation at an international level, such as the Action Plan on Base Erosion and Profit Shifting of the Organization for Economic Co-operation and Development, or OECD. Numerous countries have implemented and are considering implementation of the OECD’s 15% global minimum tax, which, if applicable to us (the current draft of the rules provided that a global minimum tax could apply companies with more than €750 million in revenues), may materially impact us.

U.S. federal tax authorities could treat us as a “passive foreign investment company.”

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. Income derived from the performance of services does not constitute “passive income” for this purpose. U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

In general, income derived from the bareboat charter of a vessel should be treated as “passive income” for purposes of determining whether a foreign corporation is a PFIC, and such vessel should be treated as an asset that produces or is held for the production of “passive income.” On the other hand, income derived from the time charter of a vessel should not be treated as “passive income” for such purpose, but rather should be treated as services income. Likewise, a time-chartered vessel should generally not be treated as an asset that produces or is held for the production of “passive income.” 35

Table of Contents We believe that we were not a PFIC for our 2025 taxable year and we do not expect to be treated as a PFIC in the current or subsequent taxable years. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time chartering activities does not constitute “passive income,” and the assets that we own and operate in connection with the production of that income do not constitute passive assets.

There is, however, no direct legal authority under the PFIC rules addressing our proposed method of operation. Accordingly, no assurance can be given that the United States Internal Revenue Service, or IRS, or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.

Our U.S. shareholders may face adverse U.S. federal income tax consequences and certain information reporting obligations as a result of us being treated as a PFIC. Under the PFIC rules, unless those shareholders make an election available under the U.S. Internal Revenue Code of 1986, as amended, or the Code (which election could itself have adverse consequences for such shareholders, as discussed below under “Item 10.E. Taxation — U.S. Federal Income Taxation of U.S. Holders”), such shareholders would be liable to pay U.S. federal income tax at the then-prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of their common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of the common shares. See “Item 10.E. Taxation — U.S. Federal Income Taxation of U.S. Holders” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we were treated as a PFIC.

We may be subject to U.S. federal income tax on our U.S. source income.

Under the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States is characterized as U.S. source shipping income and such income is subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code.

We believe that we and our subsidiaries qualified for the tax exemption under Section 883 of the Code for our 2025 taxable year. **** However, there are factual circumstances beyond our control that could cause us to lose the benefit of the exemption and thereby become subject to U.S. federal income tax on our U.S. source shipping income. Due to the factual nature of the issues involved, we may not qualify for exemption under Section 883 of the Code for any future taxable year.

We are a “foreign private issuer,” which could make our common shares less attractive to some investors or otherwise harm our stock price.

We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act. As a “foreign private issuer,” the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Exchange Act. We are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four business days of their occurrence, and we are not required to comply with Regulation FD, which restricts the selective disclosure of material nonpublic information. In addition, our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sale of our securities, and our principal shareholders are exempt from the reporting provisions contained in Section 16(a) of the Exchange Act (effective March 18, 2026, our directors and certain officers are subject to Section 16(a) of the Exchange Act). Our exemption from certain provisions of the rules of Section 16 of the Exchange Act regarding sales of common shares by certain shareholders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. Moreover, we are exempt from the proxy rules, and proxy statements that we distribute will not be subject to review by the Commission. Additionally, we will be permitted to disclose compensation information for our executive officers on an aggregate, rather than an individual, basis because individual disclosure is not required under Marshall Islands law. Accordingly, there may be less publicly available information concerning us than there is for other U.S. public companies. We can also issue any number of shares of any class or series without shareholder consent. As a foreign private issuer, however, we are permitted to, and we may, follow home country practice in lieu of certain NYSE requirements. See “Item 16G. Corporate Governance.” These exemptions and scaled disclosure requirements are not related to our status as an emerging growth company, and will continue to be available to us even if we no longer qualify as an emerging growth company, but remain a foreign private issuer. These factors could make our common shares less attractive to some investors or otherwise harm our stock price. 36

Table of Contents We could lose our foreign private issuer status under U.S. securities laws. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. We would then also be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We may then also be required to modify certain of our policies to comply with good or required governance practices associated with U.S. domestic issuers. Such conversion and modifications will likely involve additional costs. In addition, we would then lose our ability to rely upon exemptions from certain corporate governance requirements of the NYSE that are available to foreign private issuers.

We are subject to changing laws and evolving reporting requirements.

Changing laws, regulations and standards relating to reporting requirements, including the European Union General Data Protection Regulation, or GDPR, and the CSRD may create additional compliance requirements for us. To maintain high standards of corporate governance and public disclosure, we have invested in, and continue to invest in, reasonably necessary resources to comply with evolving standards.

GDPR broadens the scope of personal privacy laws to protect the rights of European Union citizens and requires organizations to report on data breaches within 72 hours and be bound by more stringent rules for obtaining the consent of individuals on how their data can be used. Non-compliance with GDPR may expose entities to significant fines or other regulatory claims which could have an adverse effect on our business, and operating results.

Similarly, the CSRD, adopted by the EU Parliament on November 10, 2022, significantly expands sustainability reporting requirements for both EU and non-EU companies. It mandates detailed disclosures covering environmental, social, and governance (ESG) matters, including corporate governance, human rights, anti-corruption policies, and diversity and inclusion. Compliance with the CSRD will require us to enhance our data management systems, reporting procedures, and internal controls, leading to increased administrative and compliance costs. Failure to comply with these new reporting obligations could also result in regulatory scrutiny or penalties.

RISKS RELATING TO OUR COMMON SHARES

An active trading market for our common shares listed in the United States or Norway may not develop and you may not be able to resell your common shares at or above the price you pay for them, if at all.

Our common shares are currently traded on Oslo Stock Exchange and the NYSE. There can be no assurance that an active trading market for our common shares will be sustained in the United States or Norway, or how the development of such a market might affect the market price for our common shares. The lack of an active trading market may also reduce the fair market value of our common shares. The price at which our common shares trade on the NYSE may or may not be correlated to the price at which our common shares trade on the Oslo Stock Exchange. Our share price may be highly volatile and future sales of our common shares could cause the market price of our common shares to decline.

In connection with the admission to trading of our common shares on the NYSE, we changed our listing status on the Oslo Stock Exchange from primary to secondary, and applied for an exemption from the Norwegian takeover rules as a result. Such exemption was granted on October 20, 2023, effective from the first day of trading on the NYSE and remain effective as at the date hereof.

The NYSE may delist our securities from quotation on its exchange, which could limit the ability of our security holders to trade our securities and subject us to additional trading restrictions.

Our securities are listed on the NYSE, a national securities exchange. The NYSE minimum listing standards require that we meet certain requirements relating to stockholders’ equity, number of round-lot holders, market capitalization, aggregate market value of publicly held shares and distribution requirements. The average closing price of our common shares over a consecutive 30 trading day period must be no less than $1.00 per common share. We cannot assure you that our securities will continue to be listed on the NYSE in the future. If the NYSE delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

●	a limited availability of market quotations for our securities;
●	a limited amount of news and analyst coverage for us;
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●	a decreased ability for us to issue additional securities or obtain additional financing in the future;
●	limited liquidity for our shareholders due to thin trading; and
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●	potential breaches and events of default under certain of our financing agreements.
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On January 15, 2025, the Commission approved the NYSE’s proposed rule change to amend Section 802.01C of the NYSE’s Listed Company Manual, whereby if a listed company fails to comply with the minimum closing price and either effected a reverse stock split over the prior one-year period (regardless of the ratio) or effected a reverse stock splits over the prior two-year period with a cumulative ratio of 200 shares or more to one, then the listed company would not be eligible for any compliance period and would be immediately delisted.

On December 3, 2025, the NYSE proposed a rule change to adopt a new $0.25 minimum trading price continued listing requirement. Under the proposal, if at any time a security’s closing price is less than $0.25, the NYSE will immediately suspend trading and commence delisting procedures, with no cure period. The proposal also clarifies that the NYSE may take action if a company’s security has experienced a precipitous decline and is at an abnormally low level, even if the security has not fallen below the $0.25 minimum trading price requirement.

The dual listing of common shares is costly to maintain and may adversely affect the liquidity and value of our common shares.

Our common shares trade on Oslo Stock Exchange and on the NYSE. Maintaining a dual listing will generate additional costs, including increased legal, accounting, investor relations, and other expenses that we did not incur prior to the listing of our common shares on the NYSE, in addition to the costs associated with the additional reporting requirements described elsewhere in this Annual Report. We cannot predict the effect of this dual listing on the value of our common shares. However, the dual listing of common shares may dilute the liquidity of these securities in one or both markets and may adversely affect the development of an active trading market for our common shares on the NYSE. The price of our common shares listed on the NYSE could also be adversely affected by trading in common shares on the Oslo Stock Exchange, and vice versa. In addition, the NYSE now settles on a T+1 basis, while settlement on the Oslo Stock Exchange remains on a T+2 basis. This has the potential to create arbitrage opportunities with respect to our common shares, which could affect our stock price.

We will incur increased costs as a result of operating as a company that is both publicly listed on Oslo Stock Exchange in Norway and on the NYSE in the United States, and our senior management will be required to devote substantial time to new compliance initiatives and corporate governance practices.

As a company publicly listed in the United States, and particularly after we no longer qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, we will incur significant legal, accounting, and other expenses that we did not incur previously. The Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations impose various requirements on non-U.S. reporting public companies, including the establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our senior management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time- consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified senior management personnel or members for our board of directors. We will cease to be an emerging growth company if, among other things, we have more than $1.235 billion in “total annual gross revenues” during the most recently completed fiscal year, if we issue more than $1 billion of non- convertible debt over a three-year period, or we qualify as a large accelerated filer, meaning a public float of over $700 million.

However, these rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. 38

Table of Contents Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, we are required to furnish a report by our senior management on our internal control over financial reporting commencing for the year ending December 31, 2025. However, while we remain an emerging growth company (or if we become a non-accelerated filer), we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. Documenting and evaluating our internal control over financial reporting may be both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404. If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

Additionally, on March 6, 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures by public companies and in public offerings; however, these rules were withdrawn on June 12, 2025. See “—We may be subject to increasing regulation as well as scrutiny and changing expectations from investors, lenders, and other market participants with respect to our Environmental, Social, and Governance and Corporate Sustainability Reporting Directive policies.”

Further, being both a U.S. and Norwegian-listed company with common shares admitted to trading on Oslo Stock Exchange and the NYSE impacts the disclosure of information and requires compliance with two sets of applicable rules. From time to time, this may result in uncertainty regarding compliance matters and result in higher costs necessitated by legal analysis of dual legal regimes, ongoing revisions to disclosure, and adherence to heightened governance practices. As a result of the enhanced disclosure requirements of the U.S. securities laws, business and financial information that we report is broadly disseminated and highly visible to investors, which we believe may increase the likelihood of threatened or actual litigation, including by competitors and other third parties, which could, even if unsuccessful, divert financial resources and the attention of our management from our operations.

We may fail to develop and maintain proper and effective internal controls over financial reporting.

We are required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting each fiscal year. This assessment must include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our independent registered public accounting firm will not be potentially required to attest to the effectiveness of our internal control over financial reporting until our first annual report required to be filed with the Commission following the date we are no longer an “emerging growth company,” as defined in the Securities Act. We will cease to be an emerging growth company if, among other things, we have more than $1.235 billion in “total annual gross revenues” during the most recently completed fiscal year, if we issue more than $1 billion of non- convertible debt over a three-year period, or we qualify as a large accelerated filer, meaning a public float of over $700 million.

If we identify future material weaknesses in our internal control over financial reporting or fail to meet our obligations as a public company, including the requirements of Section 404, we may be unable to accurately report our financial results, or report them within the timeframes required by law or stock exchange regulations, and we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common shares to decline. Under Section 404, we are required to evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report as to internal control over financial reporting. Failure to maintain effective internal control over financial reporting also could potentially subject us to sanctions or investigations by the SEC, the NYSE, or other regulatory authorities, or shareholder lawsuits, which could require additional financial and management resources. We cannot assure you that additional material weaknesses will not occur in the future, which could materially adversely affect our business, operating results, and financial condition.

We may be subject to litigation that may not be resolved in our favor and for which we may not have insurance coverage.

We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, shareholder litigation, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, property casualty claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material adverse effect on our financial condition. 39

Table of Contents Furthermore, plaintiffs may in certain of these litigation matters seek class action status with potential class sizes that vary from case to case. Class action lawsuits can be costly to defend, and if we were to lose any certified class action suit, it could result in substantial liability for us. Certain litigation or the resolution thereof may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.

Fluctuations in the exchange rate between the U.S. dollar and the Norwegian krone may increase the risk of holding common shares.

The share price of our common shares is quoted on Oslo Stock Exchange in Norwegian krone, while it is quoted on the NYSE in U.S. dollars. Fluctuations in the exchange rate between the U.S. dollar and the Norwegian krone may result in differences between the value of our common shares listed on the respective exchanges and the value of our common shares, which may result in heavy trading by investors seeking to exploit such differences.

The market price of our common shares may in the future be subject to significant fluctuations. Further, there is no guarantee of a continuing public market to resell our common shares.

The market price of our common shares may in the future be subject to significant fluctuations as a result of many factors, some of which are beyond our control. Among the factors that could in the future affect our stock price are:

●	quarterly variations in our results of operations and those of other public companies in our industry;
●	our ability to successfully employ our vessels at favorable rates;
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●	changes in market valuations of similar companies and stock market price and volume fluctuations generally;
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●	changes in earnings estimates or the publication of research reports by analysts, or shortfalls in our operating results from levels forecast by securities analysts;
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●	speculation in the press or investment community about us, our business or the shipping industry generally;
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●	strategic actions by us or our competitors such as mergers, acquisitions, or restructurings;
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●	the thin trading market for our common shares, which makes it somewhat illiquid;
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●	regulatory developments;
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●	additions or departures of key personnel;
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●	announcements concerning us or our competitors;
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●	terrorist attacks, acts of god, or other force majeure events;
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●	changes in market interest rates;
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●	actions by our shareholders or key stakeholders;
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●	trading volume of our common shares;
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●	litigation, threatened or filed, against us;
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●	public reaction to our press releases, our other public announcements, and our filings;
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●	the amount of dividends that we pay, if any;
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●	general market conditions; and
●	domestic and international economic, market, and currency factors unrelated to our performance.
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The stock markets in general, and the markets for shipping and shipping stocks in particular, have experienced extreme volatility that has sometimes been unrelated to the operating performance of individual companies. These broad market fluctuations may adversely affect the trading price of our common stock.

Additionally, there is no guarantee of a continuing public market to resell our common shares. We cannot assure you that an active and liquid public market for our common shares will continue or will be maintained.

Furthermore, as of the date of this Annual Report, Mr. Ioannis Alafouzos, the chairman of our board of directors, and Mr. Themistoklis Alafouzos, the brother of Mr. Ioannis Alafouzos, together beneficially own a significant number of our outstanding common shares. For further information, see “Item 7.A. Major Shareholders.” Where a substantial percentage of the shares of publicly traded companies are held by a small number of shareholders, the shares may have a lower trading volume than similarly sized publicly traded companies. Until such time that we issue additional securities or members of the Alafouzos family sell all or a portion of their common shares, we may have a lower trading volume than similarly sized companies, which means shareholders who buy or sell relatively small amounts of our common shares could have a disproportionately large impact on our share price, either positively or negatively, and could thus make our share price more volatile than it otherwise would be. In addition, large blocks of sales by a shareholder, such as Mr. Ioannis Alafouzos or Mr. Themistoklis Alafouzos, may have a negative impact on the trading price of our common shares, especially if there is a lower trading volume of our common shares.

Increases in interest rates may cause the market price of our shares to decline.

An increase in interest rates may cause a corresponding decline in demand for equity investments in general. Any such increase in interest rates or reduction in demand for our shares resulting from other relatively more attractive investment opportunities may cause the trading price of our shares to decline. An increase in SOFR (or any other successor or alternative rate utilized in our financing arrangements), including as a result of the interest rate increases effected by the United States Federal Reserve and the United States Federal Reserve’s hike of U.S. interest rates in response to ongoing inflationary pressures and fluctuations, would affect the amount of interest payable under our existing loan agreements, which, in turn, could have an adverse effect on our profitability, earnings, cash flow and ability to pay dividends.

We have relied and may continue to rely in part on equity issuances, which will not require shareholder approval, to fund our growth, and such equity issuances could dilute your ownership interests and may depress the market price of our common shares.

We have previously issued and may in the future issue additional common shares or other equity securities of equal or senior rank for general corporate purposes or in connection with, among other things, future vessel acquisitions or repayment of outstanding indebtedness, in each case without shareholder approval, in a number of circumstances. In particular, as part of our business strategy, we may rely in part on issuances of equity or preferred securities, which may carry voting rights and may be convertible into common shares, to fund the growth of our fleet. We may issue such securities in private placements, including to related parties, or in registered offerings.

We currently have an effective shelf registration statement on Form F-3 (File No. 333-287032), which provides for up to $500,000,000 in capital, which may be used for, among other things, potential acquisitions, strategic initiatives, reducing outstanding debt or other general corporate purposes. In November 2025, we completed a registered direct offering of 3,239,436 new common shares, at a gross price of $35.50 per share, raising gross proceeds of $115 million, for the purpose of partially funding the acquisition of two of our vessels, the Nissos Piperi and Nissos Serifopoula. In January 2026, we completed a registered direct offering of 3,611,111 new common shares, at a gross price of $36.00 per share, raising gross proceeds of $130 million, for the purpose of partially funding the acquisition of two newbuilding vessels currently under construction at Daehan Shipbuilding Co., Ltd. (“Daehan”), a South Korean shipyard, expected to be delivered to us in the second quarter of 2026. Both registered direct offerings were made pursuant to the shelf registration statement.

We also have an effective “resale” registration statement on Form F-3 (File No. 333-287036), relating to the resale of up to 18,102,286 common shares that are beneficially held by affiliates of the Company and that are otherwise currently not freely tradable in the United States without limitation. 41

Table of Contents Our authorized capital stock currently consists of 500,000,000 common shares and 100,000,000 preferred shares with par value of $0.001 per share, in each case, that we may issue without further shareholder approval, of which 39,044,655 common shares are outstanding as of March 18, 2026 (excluding 695,892 common shares held in treasury). We currently have no preferred shares issued and outstanding. We cannot assure you at what price the offering of our shares in the future, if any, will be made but they may be offered and sold at a price significantly below the current trading price of our common shares or the acquisition price of common shares by shareholders and may be at a discount to the trading price of our common shares at the time of such sale. Purchasers of the common shares we sell, as well as our existing shareholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. Holders of our common shares have no preemptive rights that entitle such holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.

Our issuance of additional common shares, including upon conversion of convertible securities, or other equity securities of equal or senior rank, or with voting rights, or the perception that such issuances may occur, may have the following effects:

●	our existing common shareholders’ proportionate ownership interest in us will decrease;
●	the earnings per share and the per share amount of cash available for dividends payable per common share could decrease;
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●	the relative voting strength of each previously outstanding common share may be diminished;
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●	the market price of our common shares may decline; and/or
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●	our ability to raise capital through the sale of additional securities at a time and price that we deem appropriate could be impaired.
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If the need for capital arises because of significant losses, the occurrence of these losses may make it more difficult for us to raise the necessary capital. If we cannot raise funds on acceptable terms if and when needed, we may not be able to take advantage of future opportunities, grow our business or respond to competitive pressures or unanticipated requirements, or could have a material adverse effect on our business, operating results, and financial condition, as well as our cash flows, including cash available for distribution to our shareholders.

A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to further price volatility in our common shares.

Investors may purchase our common shares to hedge existing exposure in our common shares or to speculate on the price of our common shares. Speculation on the price of our common shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of common shares available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our common shares for delivery to lenders of our common shares. Those repurchases may, in turn, dramatically increase the price of our common shares until investors with short exposure are able to purchase additional common shares to cover their short position. This is often referred to as a “short squeeze.” Following such a short squeeze, once investors purchase the shares necessary to cover their short position, the price of our common shares may rapidly decline. A short squeeze could lead to volatile price movements in our shares that are not directly correlated to our performance or prospects. 42

Table of Contents Our Chairman and his family have significant influence over us, and may control the outcome of many matters on which our shareholders are entitled to vote.

Our Chairman and his brother, Mr. Themistoklis Alafouzos, collectively hold a significant stake in Okeanis, resulting in them holding a significant portion of our total voting power. If the two of them vote in the same manner they may be able to control the outcome of many matters on which our shareholders are entitled to vote, either alone or with a small group of other shareholders, including the election of all of our directors and other significant corporate actions, even if they are opposed by many of our other shareholders. Such concentration of ownership and our corporate governance mechanisms may discourage, delay, or prevent a change in control of our company, which could deprive our shareholders of a premium for their shares and may reduce the price of our common shares. The interests of Mr. Ioannis Alafouzos, Mr. Themistoklis Alafouzos and the Alafouzos family may differ from your interests, and, therefore, they may vote differently from how other shareholders vote and by virtue of their ownership interest be able to approve matters on behalf of us and our shareholders (or block matters) without the consent of other shareholders. In addition, our second amended and restated articles of incorporation permit the holders of a majority of our shares to act by written consent without a meeting and, therefore, the Alafouzos family, if they vote together with a small number of other shareholders, will be able to approve matters on behalf of all of our shareholders without the consent of other persons or shareholders, or the need to call a shareholders’ meeting.

Anti-takeover provisions in our second amended and restated articles of incorporation and third amended and restated bylaws could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying, or preventing a merger or acquisition.

Several provisions of our second amended and restated articles of incorporation and our third amended and restated bylaws contain anti-takeover provisions. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control, and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire our company. However, these anti-takeover provisions could make it difficult for our shareholders to change the composition of our board of directors in any one year, thereby preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay, or prevent a merger or acquisition that some shareholders may consider favorable.

These provisions:

●	authorize our board of directors to issue “blank check” preferred stock without shareholder approval, including preferred shares with superior voting rights;
●	limit the persons who may call special meetings of shareholders; and
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●	establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at meetings of shareholders.
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These anti-takeover provisions could substantially impede the ability of our shareholders to impose a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium. 43

Table of Contents Separately, provisions in our financing arrangements prohibit certain changes of control, the occurrence of which would result in an event of default and/or prepayment event under such arrangements. In particular, all of our facility agreements require that the Alafouzos family maintain a minimum 35% ownership interest in us, except for one instance whereby the change in our ultimate beneficial ownership (i.e., a private individual acquires legal or beneficial ownership of 35% or more of our share capital or power to cast or control 35% or more of our voting power or gains effective control over us) is a prepayment event. Some of our facility agreements provide that a breach of the agreement will occur if Mr. Ioannis Alafouzos and Mr. Themistoklis Alafouzos cease to control us, in two instances if Mr. Ioannis Alafouzos, solely or together with any members of the Alafouzos family, ceases to be our major shareholder or ceases to control us, and, in four instances, if Mr. Ioannis Alafouzos (or a member of the Alafouzos family in three of the four instances) ceases to be our chairman. Two of our facility agreements provide that the acquisition by a person or group of persons acting in concert (directly or indirectly) of more than 34.9% of the ultimate legal or beneficial ownership is an event of default under such facility agreements. Finally, our guarantees on our bareboat charters provide that we may not permit a new party or parties acting in concert to become owners of, or control, more than 50% of our shares and/or voting rights. For more information, see “Item 5.B. Liquidity and Capital Resources — Credit Facilities and Financing Obligations — Loan Covenants.” These provisions may make it difficult for or prevent any one of more investors from purchasing our shares, which may cause our share price to decline and make resales of shares more difficult.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. While we have elected to take advantage of some of the reduced reporting obligations, we are choosing to “opt-out” of the extended transition period relating to the exemption from new or revised financial accounting standards. We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile. We will cease to be an emerging growth company if, among other things, we have more than $1.235 billion in “total annual gross revenues” during the most recently completed fiscal year, if we issue more than $1 billion of non- convertible debt over a three-year period, or we qualify as a large accelerated filer, meaning a public float of over $700 million.

In addition, under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, for so long as we are an emerging growth company. For as long as we take advantage of the reduced reporting obligations, the information that we provide to shareholders may be different from information provided by other public companies.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, and, as a result, shareholders may have fewer rights and protections under Marshall Islands law than under a typical jurisdiction in the United States.

Our corporate affairs are governed by our second amended and restated articles of incorporation, as amended and restated, our third amended and restated bylaws, as amended and restated, and by the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the law of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by management, directors, or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction. In addition, a Marshall Islands case has opined that Marshall Islands courts do not have civil jurisdiction over non-resident directors and officers of Marshall Islands corporations. 44

Table of Contents Our ability to declare and pay dividends to holders of our common shares will depend on a number of factors and will always be subject to the discretion of our board of directors.

If we are not in compliance with our loan covenants and receive a notice of default that we are unable to cure under the terms of our loan covenants, we may be forbidden from issuing dividends. There can be no assurance that dividends will be paid to holders of our shares in any anticipated amounts and frequency or at all. We may incur other expenses or liabilities that would reduce or eliminate the cash available for distribution as dividends, including as a result of the other risks described in “Item 3.D. Risk Factors.”

We may also enter into new financing or other agreements that may restrict our ability to pay dividends even without an event of default, or make it less desirable for us to do so. In addition, we may pay dividends to the holders of our preferred shares prior to the holders of our common shares, depending on the terms of the preferred shares.

The declaration and payment of dividends to holders of our shares will be subject at all times to the discretion of our board of directors. We can provide no assurance that dividends will be paid in the future.

There may be a high degree of variability from period to period in the amount of cash, if any, that is available for the payment of dividends based upon, among other things:

●	the rates we obtain from our charters as well as the rates obtained upon the expiration of our existing charters;
●	the level of our operating costs;
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●	the number of unscheduled off-hire days and the timing of, and number of days required for, scheduled drydocking of our vessels;
---	---
●	vessel acquisitions and related financings;
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●	restrictions in our current and future debt arrangements;
---	---
●	our ability to obtain debt and equity financing on acceptable terms as contemplated by our growth strategy;
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●	prevailing global and regional economic and political conditions;
---	---
●	market interest rates;
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●	the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business;
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●	our overall financial condition;
---	---
●	our cash requirements and availability;
---	---
●	the amount of cash reserves established by our board of directors; and
---	---
●	restrictions under Marshall Islands law.
---	---

Marshall Islands law generally prohibits the payment of dividends other than from surplus (but in case there is no surplus, dividends may be declared or paid out of the net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year), or while a company is insolvent or would be rendered insolvent by the payment of such a dividend or when the declaration or payment would be contrary to any restrictions contained in the articles of incorporation. We may not have sufficient funds, surplus, or net profits to make distributions. 45

Table of Contents We may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, if any. Our growth strategy contemplates that we might finance any future acquisition of newbuildings or selective acquisitions of vessels through a combination of our operating cash flow and debt financing through our subsidiaries or equity financing. If financing is not available to us on acceptable terms, our board of directors may decide to finance or refinance acquisitions with a greater percentage of cash from operations to the extent available, which would reduce or even eliminate the amount of cash available for the payment of dividends. We may also enter into other agreements that will restrict our ability to pay dividends or make it less desirable for us to do so.

The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cash items. We may incur other expenses or liabilities that could reduce or eliminate the cash available for distribution as dividends. As a result of these and other factors such as those mentioned above, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record net income, if we pay dividends at all.

We are a holding company, and we will depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations or to make dividend payments.

We are a holding company and our subsidiaries will conduct all of our operations and own (or charter in) all of our operating assets. Okeanis has no significant assets other than the equity interests in wholly owned subsidiaries. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, our board of directors may exercise its discretion not to declare or pay dividends. In addition, our subsidiaries are subject to limitations on the payment of dividends under Marshall Islands and Liberian law.

It may not be possible for investors to serve process on or enforce U.S. judgments against us.

We and our subsidiaries are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries are located outside the U.S. In addition, a number of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries or certain of our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

Certain shareholders hold registration rights, which may have an adverse effect on the market price of our common shares.

Each of Hospitality Assets Corp. and Glafki Marine Corp. has the right to register common shares for resale pursuant to a registration rights agreement we entered into with them. The resale of those common shares may have an adverse effect on the market price of our common shares, especially if a significant number of our common shares are sold in a short period of time.

The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict.

We and our subsidiaries are incorporated under the laws of the Republic of the Marshall Islands or Liberia, we have limited operations in the United States, and we maintain limited assets, if any, in the United States. Consequently, in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization, or similar proceeding involving us or any of our subsidiaries, bankruptcy laws other than those of the United States could apply. The Marshall Islands does not have a bankruptcy statute or general statutory mechanism for insolvency proceedings, and Liberia’s insolvency laws exempt non-resident corporations from its statute. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States, or that a U.S. bankruptcy court would accept, or be entitled to accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction. These factors may delay or prevent us from entering bankruptcy in the United States and may affect the ability of our shareholders to receive any recovery following our bankruptcy. 46

Table of Contents As a Marshall Islands corporation with principal executive offices in Greece and subsidiaries in the Marshall Islands and other offshore jurisdictions, our operations may be subject to economic substance requirements.

The Council of the European Union, or the Council, routinely publishes a list of “non-cooperative jurisdictions” for tax purposes, which includes countries that the Council believes need to improve their legal framework and to work towards compliance with international standards in taxation. In February 2023, the Republic of the Marshall Islands, among others, was placed by the EU on the list of non-cooperative jurisdictions for lacking in the enforcement of economic substance requirements, and was subsequently removed from such list in October 2023. EU member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including increased monitoring and audits, withholding taxes, and non-deductibility of costs, and although we are not currently aware of any such measures being adopted, they can be adopted by one or more EU members states in the future. The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. EU legislation prohibits certain EU funds from being channeled or transited through entities in non-cooperative jurisdictions.

We are a Marshall Islands corporation with principal executive offices in Greece. Our commercial manager is also a Marshall Islands entity. The Marshall Islands has enacted economic substance regulations with which we may be obligated to comply. Those regulations require certain entities that are not otherwise tax resident elsewhere that carry out particular activities to comply with an economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generated activities for shipping companies will generally occur in international waters), and (iii) having regard to the level of relevant activity carried out in the Marshall Islands, has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands, and (c) an adequate number of qualified employees in the Marshall Islands.

If we fail to comply with our obligations under this legislation or any similar law applicable to us in any other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials or with respect to the Marshall Islands economic substance requirements, revocation of the formation documents and dissolution of the applicable non-compliant Marshall Islands entity or struck from the register of companies in related jurisdictions. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, financial conditions, and operating results. Accordingly, any implementation of, or changes to, any of the economic substance regulations that impact us could increase the complexity and costs of carrying on business in these jurisdictions, and thus could adversely affect our business, financial condition or operating results.

We do not know what actions the Marshall Islands may take, if any, to remove itself from the list of “non-cooperative jurisdictions” if it should be placed back on the list; how quickly the EU would react to any changes in legislation of the Marshall Islands; or how EU banks or other counterparties will react while we or our subsidiaries remain as entities organized and existing under the laws of the Marshall Islands during a period if the Marshall Islands is again placed on the list of “non-cooperative jurisdictions.” The effect of the EU list of non-cooperative jurisdictions, and any noncompliance by us with legislation adopted by the Marshall Islands to achieve removal from the list, could have a material adverse effect on our business, financial conditions and operating results.

RISKS RELATING TO OUR RELATIONSHIP WITH OUR TECHNICAL MANAGER AND ITS AFFILIATES

We depend on KMC to manage our business.

We do not have the employee infrastructure to manage our operations. As is common with industry practice, our subsidiaries own the vessels in the fleet or charter-in vessels on a bareboat basis from a leasing house, and would be the counterparties to any contracts to construct newbuildings. KMC provides our day-to-day fleet technical management, such as vessel operations, repairs, insurance consulting, supplies, and crewing. We, through our vessel-owning subsidiaries, have also entered into ETS Services Agreements with KMC pursuant to which KMC obtains, transfers and surrenders emission allowances under the EU Emissions Trading Scheme. Furthermore, our wholly owned subsidiary OET Chartering Inc. has entered into a shared services agreement with KMC to document the mutual exchange of business support in respect of the management of our vessels by way of corporate, accounting, financial and other operational and administrative services. As a result, we depend upon the continued services provided by KMC. 47

Table of Contents We derive significant benefits from our relationship with KMC and its affiliated companies, including purchasing discounts to which we otherwise would not have access. We would be materially adversely affected if KMC becomes unable or unwilling to continue providing services for our benefit at the level of quality it has provided such services in the past and at comparable costs as it has charged in the past. If we were required to employ a ship management company other than KMC, we cannot offer any assurances that the terms of such management agreements would be on terms as favorable to us in the long term. If KMC suffers material damage to its reputation or relationships it may harm our ability to:

●	continue to operate our vessels, or vessels we may acquire, and service our customers;
●	renew existing charters upon their expiration;
---	---
●	obtain new charters;
---	---
●	obtain financing and insurance on commercially acceptable terms;
---	---
●	maintain satisfactory relationships with our customers and suppliers; and
---	---
●	successfully execute our growth strategy.
---	---

In addition, each of the amended and restated technical management agreements grants KMC a termination right, subject to 30-days’ advance written notice, in the event of a change of control of the relevant ship owning subsidiary (in the event that such change of control has not been consented to by KMC in advance). The amended and restated technical management agreements retain the right to terminate for convenience subject to a 36-month advance written notice, in addition to either party being able to terminate for cause (provided that, unless the cause for termination is KMC’s failure to meet its obligations under the relevant technical management agreement, we are required to continue payment of the management fees thereunder for 36 months from the termination date or, if a notice of termination for convenience has preceded such for cause termination, 36 months from the date of such notice).

KMC is a privately held company and there is little or no publicly available information about it.

The ability of KMC to continue providing services for our benefit and our subsidiaries’ benefit will depend in part on KMC’s own financial strength and KMC’s compliance with applicable laws, including sanctions laws. Circumstances beyond our control, such as regulatory or sanctions violations, could impair the ability of KMC to provide services to us or impact or impair its financial strength. Because KMC is privately held, it is unlikely that information about KMC’s regulatory or sanctions violations or financial strength would become public. As a result, an investor in our common shares might have little advance warning of problems affecting KMC, even though these problems could have a material adverse effect on us.

Management fees are payable to KMC regardless of our profitability or whether our vessels are employed.

The fees payable to KMC are payable whether or not our vessels are employed, and regardless of our profitability, and we have no ability to require KMC to reduce the fees under such agreements if our profitability decreases. In addition, each of the amended and restated technical management agreements grants KMC a termination right, subject to 30-days’ advance written notice, in the event of a change of control of the relevant ship owning subsidiary (in the event that such change of control has not been consented to by KMC in advance). The amended and restated technical management agreements also retain the right to terminate for convenience subject to a 36-month advance written notice, in addition to either party to the agreements being able to terminate for cause (provided that, unless the cause for termination is KMC’s failure to meet its obligations under the relevant technical management agreement, we are required to continue payment of the management fees thereunder for 36 months from the termination date or, if a notice of termination for convenience has preceded such for cause termination, 36 months from the date of such notice).

Our Chairman is a significant shareholder of KMC, which could create conflicts of interest.

Our Chairman, Ioannis Alafouzos, owns a 50% stake in KMC, with his brother, Themistoklis Alafouzos, owning the other 50% stake. Our Chairman’s interest and position in KMC could create conflicts of interest that could result in losing revenue or business opportunities or increase our expenses. Our Chairman or KMC may take actions that are not in our or our other shareholders’ best interest and conflicts of interest between them and us may arise as a result of their operation of or investment in businesses that compete with us. 48

Table of Contents The Alafouzos family and KMC may have conflicts of interest between us and KMC’s other clients.

We subcontract the day-to-day technical vessel management of our fleet, including crewing, maintenance, and repair to KMC. We, through our vessel-owning subsidiaries, have also entered into ETS Services Agreements with KMC pursuant to which KMC obtains, transfers and surrenders emission allowances under the EU Emissions Trading Scheme. Furthermore, our wholly owned subsidiary OET Chartering Inc. has entered into a shared services agreement with KMC to document the mutual exchange of business support in respect of the management of our vessels by way of corporate, accounting, financial and other operational and administrative services. KMC may provide similar services for vessels owned or operated by other shipping companies, and it also may provide similar services to companies with which KMC is affiliated. Notably, KMC provides such services to vessels owned by our Chairman and his brother. These responsibilities and relationships could create conflicts of interest between KMC’s performance of its obligations to us, on the one hand, and KMC’s performance of its obligations to its other clients, on the other hand. These conflicts may arise in connection, among others, with the crewing, supply provisioning, and operations of the vessels in our fleet versus vessels owned or operated by other clients of KMC. In particular, KMC may give preferential treatment or be contractually or otherwise obligated to give preferential treatment to vessels owned or operated by other clients or affiliated companies. In addition, our Chairman and his brother own fleets of ships that are not owned by us and we therefore may be competing for the same charterers or other business opportunities. These conflicts of interest may have an adverse effect on our operating results.

​

ITEM 4. INFORMATION ON THE COMPANY

A.	History and Development of the Company

We are Okeanis Eco Tankers Corp., an international shipping company incorporated under the laws of the Republic of the Marshall Islands, pursuant to the BCA, on April 30, 2018. The legislation under which Okeanis Eco Tankers Corp. operates is the BCA, and its registered agent and registered address in the Marshall Islands is The Trust Company of the Marshall Islands, Inc., Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, MH 96960. Our executive offices are currently located at c/o OET Chartering Inc., Ethnarchou Makariou Ave. & 2 D. Falireos St., 185 47 N. Faliro, Greece and our telephone number at that address is +30 210 480 4200. Our website is www.okeanisecotankers.com. The Commission maintains a website that contains reports, proxy and information statements, and other information that we and other issuers file electronically at www.sec.gov. Information that is or will be on or accessed through such websites does not constitute a part of, and is not incorporated by reference into, this Annual Report.

On June 28, 2018, we acquired 15 single-purpose companies and OET Chartering Inc. from Ioannis Alafouzos and Okeanis Marine Holdings S.A., a Marshall Islands corporation controlled by our Chairman, Ioannis Alafouzos, and his brother, Themistoklis Alafouzos. In consideration for the contribution of the vessel owning entities, newbuilding contract purchasing entities and the chartering entity to us, we issued 15,990,000 of our common shares to Glafki Marine Corp., controlled by the two brothers and which already held 10,000 common shares that were initially issued by us. Glafki Marine Corp. is currently controlled by Ioannis Alafouzos. In July 2022, Glafki Marine Corp. sold 6,646,063 of our common shares to Hospitality Assets Corp., a company controlled by Themistoklis Alafouzos, by way of share exchange in conjunction with Ioannis Alafouzos’ purchase of Themistoklis Alafouzos’ minority shares in Glafki Marine Corp. Following this transaction, the two brothers separated their indirect interests and Ioannis Alafouzos became the sole shareholder of Glafki Marine Corp. Separately, Ioannis Alafouzos owns another 437,286 of Okeanis’s common shares directly. Collectively, Ioannis Alafouzos, Glafki Marine Corp. and Hospitality Assets Corp. are significant shareholders in Okeanis, owning an aggregate of 18,098,157 of its common shares (46.4% of the issued and outstanding shares in Okeanis).

Our common shares began trading on Euronext Growth (ex-Merkur Market) on July 3, 2018. On March 8, 2019, our shares began trading on Euronext Expand (ex-Oslo Axess) and ceased trading on Euronext Growth. On January 29, 2021, our shares began trading on the Oslo Stock Exchange and ceased trading on Euronext Expand (ex-Oslo Axess). On December 11, 2023, our shares began trading on the NYSE, and our listing on the Euronext Oslo Bors was converted into a secondary listing. 49

Table of Contents On January 31, 2024, we executed an agreement for a new $34.7 million senior secured credit facility to finance the option to purchase back the Suezmax vessel Milos from its then sale and lease back financier (the “Milos Facility”). The Milos Facility is provided by a syndicate led by Kexim Asia Limited and the transaction was completed in February, 2024. It is priced at 175 bps over the applicable term SOFR reference rate administered by CME Group Benchmark Administration Limited (“Term SOFR”), matures in six years, will be repaid in quarterly instalments of $0.725 million each, together with a balloon instalment of $17.3 million payable at maturity, is secured by, among other things, a mortgage over the Milos and is guaranteed by Okeanis. We completed the repurchase of Milos from its sale and leaseback financier in February 2024.

On January 26 and 29, 2024, we executed amendments to the existing sale and leaseback agreements on the VLCC vessels Nissos Kea and Nissos Nikouria and a new sale and leaseback agreement in the amount of approximately $73.5 million on the VLCC vessel Nissos Anafi, respectively, all with CMB Financial Leasing. As described below, we repurchased the Nissos Kea and Nissos Nikouria in June 2025 and the Nissos Anafi in August 2025 and, therefore, these sale and leaseback arrangements are no longer in effect.

In March 2024, we paid an amount of approximately $21.3 million or $0.66 per share via a dividend that was classified as a return of paid-in-capital for purposes of financial accounting only. For more information, see “Item 8. Financial Information — Dividend Policy.”

In March 2024, we repaid an amount of $16.7 million concerning the remaining sponsor’s loan principal amount relating to the acquisition of Nissos Kea. In May 2024, we repaid the remaining $17.6 million, related to the acquisition of the Nissos Nikouria.

In May 2024, we entered into a new $60.0 million senior secured credit facility for the VLCC vessel Nissos Kythnos with Danish Ship Finance A/S (the “Nissos Kythnos New Facility”) to refinance the Company’s existing facility and for general corporate purposes. The Nissos Kythnos New Facility is priced at 140 basis points over the applicable Term SOFR, until December 2026. Thereafter, a new applicable margin will be mutually agreed between the parties, for the remaining duration of the facility, which matures in six years. If the parties do not agree to a new applicable margin, the Company will have the ability to prepay the facility at no additional cost. The facility will be repaid in quarterly instalments of approximately $1.041 million each, together with a balloon installment of approximately $35.024 million payable at maturity, is secured by, among other things, security (mortgage) over the Nissos Kythnos, and is guaranteed by Okeanis. The facility also includes a sustainability linked margin adjustment provision, starting in 2025, whereby the applicable margin may decrease or increase by 5 basis points per year, subject to the Company meeting certain sustainability linked targets.

In May 2024, we entered into a supplemental agreement to our senior secured credit facility currently financing the VLCC vessel Nissos Donoussa (the “Nissos Donoussa Supplemental Agreement”). The Nissos Donoussa Supplemental Agreement, which became effective in May 2024, provides for a reduction of the margin to 165 basis points over the applicable Term SOFR, through the duration of the facility. No other material terms of the facility have been supplemented or amended.

In June 2024, we paid an amount of approximately $35.4 million or $1.10 per share via a dividend that was classified as a return of paid-in-capital for purposes of financial accounting only. For more information, see “Item 8. Financial Information — Dividend Policy.”

In June 2024, we entered into a new $31.11 million senior secured credit facility to finance the option to purchase back the Suezmax vessel Poliegos from its sale and leaseback financier (the “Poliegos New Facility”). The Poliegos New Facility is provided by Bank SinoPac Co., Ltd, and the transaction closed on July 1, 2024. The Poliegos New Facility contains an interest rate of Term SOFR plus 160 basis points, matures in six years, and will be repaid in quarterly instalments of approximately $0.78 million each, together with a balloon instalment of approximately $12.44 million payable at maturity. The Poliegos New Facility is secured by, among other things, a mortgage over the Poliegos, and is guaranteed by Okeanis. We completed the repurchase of the Poliegos from its sale and leaseback financier in July 2024.

In September 2024, we paid an amount of approximately $35.4 million or $1.10 per share via a dividend that was classified as a return of paid-in-capital for purposes of financial accounting only. For more information, see “Item 8. Financial Information — Dividend Policy.”

In December 2024, we paid an amount of approximately $14.5 million or $0.45 per share via a dividend that was classified as a return of paid-in-capital for purposes of financial accounting only. For more information, see “Item 8. Financial Information — Dividend Policy.” 50

Table of Contents In March 2025, we paid an aggregate amount of approximately $11.3 million, or $0.35 per share, via a dividend. For more information, see “Item 8. Financial Information - Dividend Policy.”

In May 2025, we entered into a new $130.0 million senior secured credit facility with Alpha Bank S.A. to finance our options to purchase back the Nissos Nikouria and Nissos Anafi (the “Nikouria and Anafi Facility”). The Nikouria and Anafi Facility contains an interest rate of Term SOFR plus 140 basis points (or 60 basis points for any outstanding part of the loan in respect of which an amount of at least $1 million has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in seven years, and will be repaid in quarterly installments of $1.9 million for both vessels, together with balloon installments of $76.8 million for both vessels. It is secured by, among other things, a mortgage over the Nissos Nikouria and the Nissos Anafi, and is guaranteed by Okeanis. We completed the repurchase of the Nissos Nikouria from its sale and leaseback financier in June 2025 and the repurchase of the Nissos Anafi from its sale and leaseback financier in August 2025.

In June 2025, we paid an aggregate amount of approximately $10.3 million, or $0.32 per share, via dividend. For more information, see “Item 8. Financial Information - Dividend Policy.”

In June 2025, we entered into a new $65.0 million secured term loan facility to finance our option to purchase back the Nissos Kea (the “Nissos Kea Facility”). The Nissos Kea Facility is provided by a syndicate of banks, led and arranged by E.SUN Commercial Bank, Ltd. It contains an interest rate of Term SOFR plus 135 basis points, matures in seven years, and will be repaid in quarterly installments of $0.9 million, together with a balloon installment of $39.8 million at maturity. It is secured by, among other things, a mortgage over the Nissos Kea, and is guaranteed by Okeanis. We completed the repurchase of the Nissos Kea from its sale and leaseback financier in June 2025.

In September 2025, we paid an aggregate amount of approximately $22.5 million, or $0.70 per share, via dividend. For more information, see “Item 8. Financial Information - Dividend Policy.”

Effective October 10, 2025, Robert Knapp and Joshua Nemser resigned as directors of Okeanis. The two resignations did not result from any disagreement with the Company or its management. Our board of directors filled the relevant vacancies with Mr. Knapp and Mr. Nemser, effective February 19, 2026. Both before and after such resignations and reappointments, our board of directors was comprised of a majority of independent directors. The composition of each of the committees of the board of directors remains the same and was unaffected by these resignations, except for the remuneration committee, which is currently comprised of Charlotte Stratos, Robert Knapp and Francis “Frank” Dunne.

In October and November 2025, we exercised our purchase options for two VLCC tankers, the Nissos Rhenia and Nissos Despotiko (both built in 2019), respectively, currently on lease from OCY Knight 1 Limited and OCY Knight 2 Limited. The two ships are expected to be delivered to us during the second quarter of 2026, for an aggregate consideration of $94.2 million.

In November 2025, we entered into two memoranda of agreement, whereby pursuant to each individual memorandum of agreement, we agreed to purchase one newbuilding Suezmax vessel (the “Vessel Acquisitions”), constructed at Daehan, from an unrelated third-party seller for an acquisition price of $97.0 million each. These two vessels are named Nissos Piperi and Nissos Serifopoula. The acquisition price for these vessels was funded through the 2025 Registered Direct Offering and the New Financings described below.

In November 2025, we completed the registered direct offering of 3,239,436 new common shares, at a price of $35.50 per share, raising gross proceeds of $115 million (the “2025 Registered Direct Offering”). The net proceeds of the offering were used as partial consideration for the Vessel Acquisitions. The 2025 Registered Direct Offering was made pursuant to Okeanis’s shelf registration statement on Form F-3 (File No. 333-287032), which was declared effective by the Commission on May 21, 2025 (the “Shelf Registration Statement”). Fearnley Securities AS acted as global coordinator and joint bookrunner and Clarksons Securities AS acted as joint bookrunner for the 2025 Registered Direct Offering.

In December 2025, we paid an aggregate amount of approximately $26.6 million, or $0.75 per share, via dividend. For more information, see “Item 8. Financial Information - Dividend Policy.” 51

Table of Contents In December 2025, we entered into a $45.0 million facility agreement, to finance a portion of the acquisition price of the Nissos Piperi, with Alpha Bank S.A. (the “Nissos Piperi Facility”). The Nissos Piperi Facility contains an interest rate of Term SOFR plus 130 basis points (or 50 basis points for any outstanding part of the loan in respect of which an amount of at least $1 million has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in seven years, and will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $30.3 million at maturity. It is secured by, among other things, a mortgage over the Nissos Piperi, and is guaranteed by Okeanis.

In December 2025, we entered into a $45.0 million facility agreement, to finance a portion of the acquisition price of the Nissos Serifopoula, with National Bank of Greece S.A. (the “Nissos Serifopoula Facility” and, together with the Nissos Piperi Facility, the “New Financings”). The Nissos Serifopoula Facility contains an interest rate of Term SOFR plus 130 basis points (or 50 basis points for any outstanding part of the loan in respect of which the equivalent amount has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in eight years, and will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $28.2 million at maturity. It is secured by, among other things, a mortgage over the Nissos Serifopoula, and is guaranteed by Okeanis.

Recent Developments

In January 2026, we received delivery of our newly acquired vessels, the Nissos Piperi and the Nissos Serifopoula.

In January 2026, we entered into two memoranda of agreement, whereby pursuant to each individual memorandum of agreement, we agreed to purchase one newbuilding Suezmax vessel (with an estimated approximate deadweight tonnage of 157,000) (the “Additional Vessel Acquisitions”), currently under construction at Daehan, from an unrelated third-party seller for an acquisition price of $99.3 million each. We expect the vessels to be delivered from the shipyard in the second quarter of 2026. The purchase of one vessel is not contingent on the other.

In January 2026, we completed a registered direct offering of 3,611,111 new common shares, at a gross price of $36.00 per share, raising gross proceeds of $130 million (the “2026 Registered Direct Offering”). The net proceeds of the offering are expected to be used as partial consideration for the Additional Vessel Acquisitions. The 2026 Registered Direct Offering was made pursuant to Okeanis’s Shelf Registration Statement. Fearnley Securities AS and Clarksons Securities AS acted as global coordinators and joint bookrunners and Pareto Securities AS acted as joint bookrunner for the 2026 Registered Direct Offering.

In February 2026, the Company entered into a one-year time charter agreement with a global commodities trading company, for its VLCC vessel Nissos Nikouria, at a rate of $91,140 per day.

In March 2026, we paid an aggregate amount of approximately $60.5 million, or $1.55 per share, via a dividend. For more information, see “Item 8. Financial Information - Dividend Policy.”

B.	Business Overview

We are an international owner and operator of a modern, fuel-efficient Eco fleet of 16 tanker vessels, comprising eight modern Suezmax tankers and eight modern VLCC tankers, focusing on the transportation of crude oil. Our vessels are built in line with Eco standards that consume less bunker fuel than conventional tanker vessels, are equipped with exhaust gas cleaning systems (“scrubbers”) and are built to comply with regulations for ballast water treatment. Our fleet has a carrying capacity of approximately 3.5 million deadweight tons and an average age of 6.4 years as of December 31, 2025 (in each case, excluding the newly acquired Nissos Piperi and Nissos Serifopoula, which were delivered to us in January 2026). Certain of our vessels are owned by us directly and others are owned by finance leasing houses and bareboat chartered back to us (with an option for us to repurchase the vessels at certain times). We also have agreed to purchase two newbuilding Suezmax vessels, currently under construction at Daehan, as part of the Additional Vessel Acquisitions. See “Item 4.A. History and Development of the Company—Recent Developments,” 52

Table of Contents The following table lists the vessels in our fleet as of March 18, 2026 (not including the Additional Vessel Acquisitions):

​	​	​	​	​	​	​	​	​	​	​
​	​	Year	​	​	​	​	​	​	​	Type of
Vessel Name	​ ​ ​	Built	​ ​ ​	Dwt	​ ​ ​	Flag	​ ​ ​	Yard	​ ​ ​	Employment
Milos		2016		157,525		Greece		Sungdong		Spot/Short-Term
Poliegos		2017		157,525		Marshall Islands		Sungdong		Spot/Short-Term
Kimolos		2018		159,159		Marshall Islands		JMU		Spot/Short-Term
Folegandros		2018		159,221		Marshall Islands		JMU		Spot/Short-Term
Nissos Sikinos		2020		157,447		Marshall Islands		HSHI		Spot/Short-Term
Nissos Sifnos		2020		157,447		Marshall Islands		HSHI		Spot/Short-Term
Nissos Piperi	​	2026	​	157,993	​	Marshall Islands	​	Daehan	​	Spot/Short-Term
Nissos Serifopoula	​	2026	​	157,993	​	Marshall Islands	​	Daehan	​	Spot/Short-Term
Nissos Rhenia		2019		318,953		Marshall Islands		HHI		Spot/Short-Term
Nissos Despotiko		2019		318,953		Marshall Islands		HHI		Spot/Short-Term
Nissos Donoussa		2019		318,953		Marshall Islands		HHI		Spot/Short-Term
Nissos Kythnos		2019		318,953		Marshall Islands		HHI		Spot/Short-Term
Nissos Keros		2019		318,953		Marshall Islands		HHI		Spot/Short-Term
Nissos Anafi		2020		318,953		Marshall Islands		HHI		Spot/Short-Term
Nissos Kea		2022		300,323		Marshall Islands		HHI		Spot/Short-Term
Nissos Nikouria		2022		300,323		Marshall Islands		HHI		12-Month Term

​

We strategically monitor developments in the tanker industry on a regular basis and, subject to market demand, will seek to enter into shorter or longer time or bareboat charters according to prevailing market conditions.

We will compete for charters on the basis of price, vessel location, size, age, and condition of the vessel, as well as on our reputation as an operator. We will arrange our time charters and bareboat charters through the use of brokers, who negotiate the terms of the charters based on market conditions. Ownership of tankers is highly fragmented and is divided among major oil companies and independent vessel owners.

Management of Our Fleet

We have entered into management agreements with OET Chartering Inc. (a wholly owned subsidiary) as commercial manager of our vessels and with KMC as our technical manager.

KMC provides our vessels with a wide range of shipping services, such as technical support, crew management, maintenance, and insurance consulting in exchange for a daily fee of $980 per vessel effective January 1, 2026 (up from $900 in previous years due to inflation), which is reflected under management fees in the consolidated statement of profit or loss and other comprehensive income. For the years ended December 31, 2025, 2024 and 2023, total technical management fees incurred from KMC amounted to $4,599,000, $4,611,600 and $4,599,000, respectively. If required by KMC, the daily fee may be increased in line with the relevant annual inflation rates. Each technical management agreement for each vessel can be terminated by either party at any time for cause, including by reason of the other party’s failure to meet its obligations under the agreement or if we sell the vessel or upon the vessel’s loss. Furthermore, KMC has the right to terminate each technical management agreement, subject to 30-days’ advance written notice, in the event of a change of control of the relevant ship-owning entity without KMC’s consent. In each case, unless the cause for termination is KMC’s failure to meet its obligations under the relevant technical management agreement, we are required to continue payment of the management fees thereunder for 36 months from the termination date (or, if a notice of termination for convenience has preceded such for cause termination, 36 months from the date of such notice). The agreement can also be terminated by either party for convenience by giving notice to the other party, following which the agreement shall terminate upon the expiration of 36 months from the date on which notice is received.

In addition, on November 1, 2023, our wholly owned subsidiary, OET Chartering Inc., entered into a shared services agreement with KMC to document the mutual exchange of business support in respect of the management of our vessels by way of corporate, accounting, financial and other operational and administrative services. The shared services agreement does not provide for any additional fee payable. The agreement may be terminated by either party thereto (i) for cause, immediately upon written notice or (ii) for any other reason, upon two months’ written notice.

OET Chartering Inc., a wholly owned subsidiary, provides commercial management of all of the vessels in our fleet and employs our on-shore employees. We pay OET Chartering Inc. a daily management fee of $600 per vessel, but if the actual expenses of OET Chartering Inc. are higher, an additional amount will be paid. 53

Table of Contents On March 1, 2024, each of our vessel owning subsidiaries, entered into an ETS Services Agreement with KMC, which agreement is effective as of January 1, 2024, pursuant to which KMC obtains, transfers and surrenders emission allowances under the EU Emissions Trading Scheme that came into effect on January 1, 2024, and KMC provides the vessel with emission data in a timely manner to enable compliance with any emission scheme (s) applicable to the vessel. No additional fee is payable under these agreements as the services are considered to be part of the technical management fee under the technical management agreements, set out above. These agreements may be terminated by either party (a) for cause, immediately upon written notice or (ii) for any reason, upon two months’ written notice. These agreements shall also be deemed automatically terminated on the date of termination of the relevant technical management agreements, described above.

Employment of Our Fleet

We currently seek to employ our vessels primarily under voyage charters, which we believe allows us to capture the full benefit of lower fuel oil costs afforded to us by our Eco-design, scrubber-equipped, fleet. Depending on market conditions, we may also employ our vessels on time charters or bareboat charters. Vessels operating on time charters or bareboat charters may be chartered for several months or years, whereas vessels operating in the spot market typically are chartered for a single voyage that may last up to three months. Vessels operating in the spot market may generate increased profit margins during periods of improving tanker rates, while vessels operating on time charters generally provide more predictable cash flows. We actively monitor market conditions and changes in charter rates in managing the deployment of our vessels between voyage charters and time charters.

Our fleet operates globally, serving key oil transportation routes across major trading hubs, including the Americas, Europe, the Middle East, and Asia. For a detailed breakdown of total revenues by geographic market, see Note 23, Revenue, to our annual audited consolidated financial statements included in this Annual Report.

We compete with other crude oil tanker owners, including independent owners and large publicly traded shipping companies, based on factors such as charter rates, vessel availability, fuel efficiency, fleet age, and customer relationships. Our competitive position is supported by our modern, eco-efficient fleet equipped with scrubbers, which enhances fuel cost efficiency and regulatory compliance. The basis for our statements regarding our competitive position is derived from publicly available industry data, market research, and internal assessments of our fleet performance compared to industry peers.

Voyage Charters

A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under voyage charters, we pay voyage expenses such as port, canal, and bunker costs. Voyage charter rates are volatile and fluctuate on a seasonal and year-to-year basis. Fluctuations derive from imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes. Vessels operating in the voyage market generate revenue that is less predictable but may enable us to capture increased profit margins during periods of improvements in tanker rates.

Time Charters

Time charters give us a fixed and stable cash flow for a known period of time. Time charters also mitigate, in part, the seasonality of the spot market business, which is typically weaker in the second and third quarters of the year. In the future, we may opportunistically look to enter our vessels into time charter contracts.

Customers

Our customers during the last three years include national, regional, and international companies. Customers individually accounting for more than 10% of our revenues during the years ended December 31, 2025, 2024 and 2023 were:

​	​	​	​	​	​	​
Customer	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
A		12%	​	14%	​	—
B		10%	​	13%	​	—
Total	****	22%	​	27%	​	—

​ 54

Table of Contents Seasonality

Historically, oil trade and, therefore, charter rates increased in the winter months and eased in the summer months as demand for oil and oil products in the northern hemisphere rose in colder weather and fell in warmer weather. The tanker industry, in general, has become less dependent on the seasonal transport of heating oil than a decade ago as new uses for oil and oil products have developed, spreading consumption more evenly over the year. This is most apparent from the higher seasonal demand during the summer months due to energy requirements for air conditioning and motor vehicles. Unpredictable weather patterns and variations in oil reserves disrupt tanker scheduling. This seasonality may affect operating results. However, to the extent that our vessels, or any vessels we may acquire, are chartered at fixed rates on a long-term basis, seasonal factors will not have a significant direct effect on our business.

Competition

We operate in markets that are highly competitive and based primarily on supply and demand. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on reputation. Our Manager negotiates the terms of our charters (whether voyage charters, period time charters, bareboat charters or pools) based on market conditions. We currently compete primarily with other owners of tanker vessels, many of which may have more resources than us and may operate vessels that are newer, and therefore more attractive to charterers than vessels we may operate. Ownership of tanker vessels is highly fragmented and is divided among publicly listed companies, state-controlled companies, oil majors and independent vessel owners.

Disclosure of Activities pursuant to Section 13(r) of the U.S. Securities Exchange Act of 1934

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r), as amended, requires an issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or certain other sanctioned parties. Disclosure is required even where the activities, transactions or dealings are conducted in compliance with applicable law. Provided in this section is information concerning the activities of us and our affiliates that occurred in 2025 and which we believe may be required to be disclosed pursuant to Section 13(r) of the Exchange Act.

In 2025, our vessels did not complete any port call in Iran, and we are not aware of any vessels owned or controlled by our affiliates completing any port call in Iran or other jurisdictions required to be disclosed pursuant to Section 13(r) of the Exchange Act.

Our charter party agreements for our vessels restrict the charterers from calling in Iran in violation of U.S. sanctions, or carrying any cargo to Iran which is subject to U.S. sanctions. However, there can be no assurance that our vessels will not, from time to time in the future on charterer’s instructions, perform voyages which would require disclosure pursuant to Section 13(r) of the Exchange Act.

We currently have no intention to charter our vessels to charterers and sub-charterers, including, as the case may be, Iran-related parties, who may make, or may sub-let the vessels to sub-charterers who may make, port calls to Iran, but we always evaluate and reevaluate our legally available options.

Our Environmental, Social, and Governance Practices

We, together with our technical managers, have been monitoring relevant data for sustainability and ESG according to internationally accepted standards. Consistent with our commitments towards ESG initiatives, in November 2025 we published our ESG Report for 2024 to inform our shareholders of certain of our goals, actions, and performance with respect to ESG issues. The 2024 ESG Report (which is not incorporated by reference herein) was prepared in accordance with the Global Reporting Initiative (GRI 2021 Standards) and the internationally accepted Sustainability Accounting Standards Board (SASB) for Marine Transportation and covers various sustainability aspects, which provide relevant information about ESG issues and includes information regarding our emissions (and certain metrics with respect thereto). We also ascribe to the United Nations Sustainable Development Goals (UN SDGs), which guide our operations, and recognize the importance of the 2030 Agenda for Sustainable Development.

KMC designed and developed in-house a Vessel Monitoring & Performance System (VMPS), an innovative monitoring tool which we believe is capable of meeting current and future GHG regulatory and compliance requirements. The VMP KMC system monitors fuel capacity and emissions in real-time while providing valuable information through instant reports. KMC, recognizing the need to develop management tools to assist in managing the ongoing environmental performance of its ships, has issued a Ship Energy Efficiency Management Plan (SEEMP), in order to monitor and measure the Company’s ships and fleet efficiency performance. The SEEMP identifies energy-saving measures which have been undertaken as well as the necessary measures that can be adopted to further improve the ship’s energy efficiency providing specific tools to assess their effectiveness. 55

Table of Contents Environmental and Other Regulations

Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state, and local laws and regulations in force in the countries in which our vessels and other vessels we may acquire may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation, and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations, and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.

A variety of government and private entities subject our vessels (and other vessels we may acquire) to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the United States Coast Guard, or USCG, harbor master, or equivalent), classification societies, flag state administrations (countries of registry), terminal operators, and charterers. Certain of these entities require us to obtain permits, licenses, certificates, and other authorizations for the operation of our vessels and other vessels we may acquire. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels and other vessels we may acquire.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for our vessels and other vessels we may acquire that emphasize operational safety, quality maintenance, continuous training of our officers and crews, and compliance with United States and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates, or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels and other vessels we may acquire. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization

The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, the International Convention for the Safety of Life at Sea of 1974, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention. MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, the handling and disposal of noxious liquids, and the handling of harmful substances in packaged forms. MARPOL is applicable to drybulk, tanker, and LNG carriers, among other vessels, and is divided into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions.

Since 2014, the IMO’s Marine Environmental Protection Committee, or the MEPC, amendments to MARPOL Annex I Condition Assessment Scheme, have required compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or ESP Code, which provides for enhanced inspection programs. In January 2023, amendments to the ESP Code relating to thickness measurements at the first renewal survey of double hull oil tankers became effective. Additional amendments addressing survey requirements for bulk carriers and oil tankers entered into effect in July 2024. We may need to make certain financial expenditures to comply with these amendments. 56

Table of Contents Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited. We believe that our vessels are currently compliant in all material respects with these regulations.

The MEPC adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter, and ozone depleting substances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. Effective January 1, 2020, there has been a global limit of 0.5% m/m sulfur oxide emissions (reduced from 3.50%). This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems (referred to as “scrubbers” or “EGCS”. Ships are required to obtain bunker delivery notes and International Air Pollution Prevention, or IAPP, Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships became effective on March 1, 2020. Fuels with higher sulfur content than required by Reg. 14 of Annex VI can still be delivered to a ship, provided the ship uses equivalent measures, such as an EGCS, pursuant to Regulation 4. Additional amendments to Annex VI revising, among other terms, the definition of “Sulphur content of fuel oil” (if the flashpoint is under 70°C) and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil, became effective in April 2022. Amendments to Annex VI requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above 70°C as mandatory information became effective on May 1, 2024. Additional amendments intended to prevent the supply of oil fuel not complying with SOLAS flashpoint requirements, and adding new definitions regarding probability of ignition, became effective January 1, 2026. These regulations subject ocean-going vessels to stringent emissions controls and may cause us to incur additional costs, which cannot currently be reasonably estimated.

Sulfur content standards are even stricter within certain “Emission Control Areas,” or ECAs. As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1%. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated five ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area, and United States Caribbean Sea area. At the MEPC 78, the IMO approved a proposal for a new ECA for the Mediterranean Sea as a whole. These amendments entered into force on May 1, 2025. At MEPC 82, the IMO adopted additional amendments to Annex VI, designating the Canadian Arctic and the Norwegian Sea as ECAs, which will enter into force on March 1, 2026, with effect from March 1, 2027. Ocean-going vessels in these areas will be subject to stringent emission controls and ocean-going vessels trading in ECAs are subject to increased operational costs due to the significantly higher price of the fuel with very low Sulphur content (0.1%m/m) or due to the additional cost entailed by the use of an EGCS. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency, or EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. Now Annex VI provides for a three-tier reduction in NOx emissions from marine diesel engines, with the final tier (or Tier III) to apply to engines installed on vessels constructed on or after January 1, 2016, and which operate in the North American ECA or the U.S. Caribbean Sea ECA, to vessels constructed on or after January 1, 2021 and operating in the Baltic Sea ECA or North Sea ECA, to vessels with keels laid on or after January 1, 2025 operated in the Canadian Arctic ECA, and to certain vessels as early as March 1, 2026 and operating in the Norwegian Sea ECA, as well as ECAs designated in the future by the IMO. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including Northwest European waters, Baltic Sea area, Western European waters, and Norwegian Sea), came into effect in January 2021.

Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018, and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019. The IMO used such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further herein. 57

Table of Contents As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans, or SEEMPS, and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index, or EEDI. Additionally, MEPC 75 adopted amendments to MARPOL Annex VI which brought forward the effective date of the EEDI’s “phase 3” requirements to April 1, 2022, for several ship types, including gas carriers, general cargo ships, and LNG carriers, with the remaining vessels required to comply beginning on January 1, 2025. MEPC 81 adopted amendments to the guidelines for the development of SEEMPs, including methodology for collecting data. These amendments went into effect on August 1, 2025.

Additionally, MEPC 76 adopted amendments to Annex VI, which impose new regulations to reduce greenhouse gas emissions from ships. The revised Annex VI entered into force in November 2022 and includes requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. The requirements include (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (or EEXI), and (2) operational carbon intensity reduction requirements based on a new operational carbon intensity indicator (or CII). The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in accordance with different values set for ship types and categories. With respect to the CII, ships of 5,000 gross tonnage are required to document and verify their actual annual operational CII achieved against a determined required annual operational CII. The EEXI and CII certification requirements came into effect on January 1, 2023.

MEPC 76 also adopted amendments requiring ships of 5,000 gross tonnage and above to revise their SEEMP to include methodology for calculating the ship’s attained annual operation CII and the required annual operational CII on or before June 1, 2023. MEPC 76 also approved amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (or HFO) by ships in Arctic waters on and after July 1, 2024. For ships subject to Regulation 12A (oil fuel tank protection), the prohibition will become effective on or after July 1, 2029. MEPC 79 adopted additional amendments to Annex VI to revise the DCS and reporting requirements in connection with the implementation of the EEXI and the CII framework; these amendments became effective on May 1, 2024.

MEPC 77 adopted a non-binding resolution that urges EU member states and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of black carbon emissions from ships when operating in or near the Arctic.

MEPC 80 adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The revised IMO GHG Strategy comprises a common ambition to ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and to achieve net-zero emissions from international shipping by 2050. The IMO net-zero framework was approved by MEPC 83, including the new fuel standard for ships and a global pricing mechanism for emissions. These regulations were approved as amendments and submitted for adoption as legally binding, but in October 2025 the MEPC agreed to adjourn the meeting on adoption until October 2026.

We may incur costs to comply with these revised standards, although it is difficult to predict any such costs. Additional or new conventions, laws, and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, operating results, cash flows, and financial condition.

Safety Management System Requirements

The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of Limitation of Liability for Maritime Claims, or the LLMC, sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards.

Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels, and may result in a denial of access to, or detention in, certain ports. 58

Table of Contents The Military Sealift Command adopted amendments to modernize the Global Maritime Distress and Safety System (or GMDSS), which entered into force on January 1, 2024. The amendments, which include amendments to SOLAS, may require vessel owners/operators to ensure their radio equipment is compliant.

The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel’s management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state (or recognized organization on behalf of the flag administration), under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for our vessels as required by the IMO. The documents of compliance and safety management certificate are renewed as required.

Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying with SOLAS flashpoint requirements, requiring that ships carrying oil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with SOLAS regulation II.-2/4.2.1, entered into effect on January 1, 2026.

Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity, and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, and from July 1, 2016 with respect to new oil tankers and bulk carriers. Regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers, or GBS Standards.

Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code, or IMDG Code. The IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing, and classification requirements for dangerous goods, and (3) new mandatory training requirements. Amendments which took effect on January 1, 2020, also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. Additional amendments to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon came into effect in June 2022. Updates to the IMDG Code, in line with the updates to the United Nations Recommendations on the Transport of Dangerous Goods, which set the recommendations for all transport modes, became effective January 1, 2024. In May 2024, the last IMDG Code amendment was adopted, covering additional provisions for ships carrying dangerous goods. The amendment became effective on January 1, 2026.

The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW. All seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ recognized organizations, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance, and to conduct ISM audits.

Furthermore, recent actions by the IMO’s Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, effective January 2021, cyber-risk management systems must be incorporated by shipowners and managers. Additional requirements apply to U.S.-flagged vessels This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of such regulations is hard to predict at this time.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWM Convention. The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate. 59

Table of Contents Specifically, ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. For most ships, compliance with the D-2 standard will involve installing on- board systems to treat ballast water and eliminate unwanted organisms. Ballast Water Management systems (or BWMS), which include systems that make use of chemical, biocides, organisms, or biological mechanisms, or which alter the chemical or physical characteristics of the Ballast Water, must be approved in accordance with IMO Guidelines (Regulation D-3). Pursuant to the BWM Convention, BWMS installed on or after October 28, 2020, shall be approved in accordance with BWMS Code, while BWMS installed before October 23, 2020, must be approved taking into account guidelines developed by the IMO or the BWMS Code. As of October 23, 2019, MEPC 72’s amendments to the BWM Convention took effect, requiring all ships to meet the D-2 standard by September 8, 2024. Costs of compliance with these regulations may be substantial. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Amendments to the BWM Convention concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate became effective in June 2022. All of our vessels have Ballast Water Treatment Systems that ensure compliance with the new environmental regulations.

The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by different Protocols in 1976, 1984, and 1992, and amended in 2000, the CLC. Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner may be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to limit liability is forfeited under the CLC where the spill is caused by the shipowner’s actual fault and, under the 1992 Protocol, where the spill is caused by the shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would probably result. The CLC requires ships over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner’s liability for a single incident. We have protection and indemnity insurance for environmental incidents. P&I Clubs in the International Group issue the required Bunkers Convention “Blue Cards” to enable signatory states to issue certificates. We will ensure that our vessels are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force as required by law.

The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager, or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in a ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions such as the United States where the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.

Anti-Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the “Anti-fouling Convention,” which entered into force in September 2008 and prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages are required to undergo an initial survey before the vessel is put into service or before an International Anti-fouling System Certificate is issued for the first time, and subsequent surveys when the anti-fouling systems are altered or replaced. We have obtained Anti-fouling System Certificates for our vessels that are subject to the Anti- fouling Convention. MEPC 76 adopted amendments to the Anti-fouling Convention to include controls on the biocide cybutryne; ships may not apply cybutryne or re-apply anti-fouling systems containing that substance. In addition, ships are required to remove or apply a coating to anti-fouling systems with cybutryne, at the next scheduled renewal of the anti-fouling system after January 1, 2023. This does not apply to our fleet, as our vessels bear cybutryne-free products. 60

Table of Contents Compliance Enforcement

Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels, and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities (and other authorities in a number of countries) have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S., European Union (and other countries’) ports, respectively. As of the date of this Annual Report, our vessels are ISM Code certified. However, there can be no assurance that such certificates will be maintained in the future. The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

United States Regulations

The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act

The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills. OPA affects all “owners and operators” whose vessels trade or operate within the U.S., its territories, and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial sea and its 200 nautical mile exclusive economic zone around the U.S. The U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating, or chartering by demise, the vessel. OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally, and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God, or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). OPA defines these other damages broadly to include:

(i)	injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
(ii)	injury to, or economic losses resulting from, the destruction of real and personal property;
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(iii)	loss of subsistence use of natural resources that are injured, destroyed, or lost;
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(iv)	net loss of taxes, royalties, rents, fees, or net profit revenues resulting from injury, destruction, or loss of real or personal property or natural resources;
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(v)	lost profits or impairment of earning capacity due to injury, destruction, or loss of real or personal property or natural resources; and
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(vi)	net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety, or health hazards, and loss of subsistence use of natural resources.
---	---

OPA contains statutory caps on liability and damages; such caps do not apply to direct clean-up costs. Effective December 23, 2022, the USCG adjusted the limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation); the USCG adjusted the limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,500 per gross ton or $21,521,000 (subject to periodic adjustment for inflation). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction, or operating regulation by a responsible party (or its agent, employee, or a person acting pursuant to a contractual relationship), or a responsible party’s gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act. 61

Table of Contents CERCLA contains a similar liability regime related to hazardous substances (which include petroleum products that are contaminated with hazardous substances) whereby owners and operators of vessels are liable for clean-up, removal, and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God, or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction, or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refuses to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer, or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling, and a pilot inspection program for offshore facilities. However, several of these initiatives and regulations have been or may be revised. For example, the U.S. Bureau of Safety and Environmental Enforcement’s, or BSEE, revised Production Safety Systems Rule, or PSSR, effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR. Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels and other vessels we may acquire could negatively impact the cost of our operations and adversely affect our business.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call.

We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, that could have an adverse effect on our business and results of operation.

Other United States Environmental Initiatives

The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990), or CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. The CAA requires states to adopt State Implementation Plans, or SIPs, some of which regulate emissions resulting from vessel loading and unloading operations, which may affect our vessels and other vessels we may acquire. 62

Table of Contents The U.S. Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances, and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation, and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States,” or WOTUS, thereby expanding federal authority under the CWA. In April 2020, the EPA and Department of the Army published the Navigable Waters Protection Rule to finalize a revised WOTUS definition, which rule became effective in June 2020. However, in light of a court order issued by the U.S. District Court for the District of Arizona on August 30, 2021, the EPA and U.S. Army Corps of Engineers are interpreting WOTUS consistent with the pre-2015 regulatory regime. In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform the definition of WOTUS to the U.S. Supreme Court’s interpretation of the CWA in its decision dated May 25, 2023. The final rule became effective September 8, 2023 and operated to limit the CWA. On March 12, 2025, the EPA announced it would work with the U.S. Army Corps of Engineers to review the definition of WOTUS and undertake a rulemaking process to revise such definition. On November 17, 2025, a new definition of WOTUS was proposed to align with the Supreme Court’s decision, narrowing federal jurisdiction and clarifying exclusions. Public comments closed on January 5, 2026, and comments will be reviewed and taken into consideration when drafting a final rule.

The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels and other vessels we may acquire to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels and other vessels we may acquire from entering U.S. Waters. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, and requires that the USCG develop implementation, compliance and enforcement regulations regarding ballast water.

On October 26, 2020, the EPA published a Notice of Proposed rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings. On October 18, 2023, the EPA published a Supplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA received from the USCG. On September 20, 2024, the EPA finalized national standards of performance for non-recreational vessels 79-feet in length and longer with respect to incidental discharges and on October 9, 2024, these Vessel Incidental Discharge National Standards of Performance were published. Within two years of publication, the USCG is required to develop corresponding implementing regulations. Until those regulations are final, effective and enforceable, vessels will continue to be subject to the VGP 2013 requirements and USCG ballast water regulations. Until new USCG regulations are final and enforceable, non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent, or NOI, or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S. Coast Guard, and state regulations could require the installation of ballast water treatment equipment on our vessels and other vessels we may acquire or the implementation of other port facility disposal procedures at potentially substantial cost or may otherwise restrict our vessels and other vessels we may acquire from entering U.S. waters. Our vessels are equipped with ballast water treatment systems, which are subject to functionality monitoring and treated ballast water sampling and analysis, in compliance with the requirements stipulated in EPA VGP 2013. 63

Table of Contents European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship- source discharges of polluting substances, including minor discharges, if committed with intent, recklessly, or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of April 29, 2015, (amended by Regulation (EU) 2016/2071 with respect to methods of calculating, inter alia, emission and consumption) governs the monitoring, reporting, and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information. The system entered into force on March 1, 2018. July 2020 saw the European Parliament’s Committee on Environment, Public Health and Food Safety vote in favor of the inclusion of vessels of 5,000 gross tons and above in the EU Emissions Trading System (in addition to voting for a revision to the monitoring, reporting, and verification of CO2 emissions). In September 2020, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissions from maritime transport. From January 1, 2025, the EU MRV mandates monitoring and reporting of GHG emissions for ships between 400GT and 5,000GT (general cargo and offshore ships). Similarly to the EU, the UK adopted its own UK MRV (Monitoring, Reporting and Verification) scheme applicable to all vessels over 5,000 gross tonnage on voyages between UK and non-European Economic Area (EEA) ports and vice versa, between UK ports, and at berth in a UK port.

On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy. There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector, or ETS, which entered into force on January 1, 2024 and which applies to all ships above a gross tonnage of 5,000; and (b) a FuelEU regulation, which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from June 30, 2028, as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth.

More specifically, ETS is to apply gradually over the period from 2024-2026. 40% of allowances would have to be surrendered in 2025 for the year 2024; 70% of allowances will have to be surrendered in 2026 for the year 2025; 100% of allowances will have to be surrendered in 2027 for the year 2026. Compliance is to be on a companywide (rather than per ship) basis and “shipping company” is defined widely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who not only assume full compliance for ETS but also under the ISM Code. If the latter contractual arrangement is entered into, this needs to be reflected in a certified mandate signed by both parties and presented to the administrator of the scheme. The first compliance deadline was September 30, 2025 and, going forward, compliance is required on September 30 of each year. The cap under the ETS was set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and captures 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU). Over time, amendments have emerged that will allow 100% of non-EU emissions to be caught, as a result of the IMO’s recent failure to introduce global market measures. In addition, since January 1, 2025, the MRV system has also been revised such that the scope of ships to be monitored now extends to those that are 400GT and more. The reason for this is because the ETS will apply to ships that are between 400GT and 5000GT from circa 2027. The first surrender of allowances deadline was September 30, 2025, with a few shipping companies missing the deadline for opening a Maritime Operator Holding Account on time and incurring penalties of €100 per each unreported ton of carbon. From a risk management perspective, new systems, personnel, data management systems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures must be put in place across the industry, which could be at a significant cost, to continue to manage the administrative aspect of ETS compliance. 64

Table of Contents Additionally, on July 25, 2023, the European Council of the European Union adopted the Fuel EU Maritime Regulation 2023/1805, or FuelEU, under the FuelEU Initiative of its “Fit-for-55” package which sets limitations on the acceptable yearly greenhouse gas intensity of the energy used by covered vessels. Due to delays in the incorporation of the regulation into the EEA Agreement, there will be delays in its implementation in Europe. Among other things, FuelEU requires that greenhouse gas intensity of fuel used by covered vessels is reduced by 2% which started on January 1, 2025, with additional reductions contemplated every five years (up to 80% by 2050). Shipping companies may enter into pooling mechanisms with other shipping companies in order to achieve compliance, bank surplus emissions and borrow compliance balances from future years. Decisions as to whether to pool, bank or borrow FuelEU compliance balances will have to be made by April 30, 2026. A FuelEU Document of Compliance is required to be kept on board a vessel to show compliance by June 30, 2026. Both the ETS and FuelEU schemes have significant impacts on the management of the vessels calling to EU ports, by increasing the complexity and monitoring of, and costs associated with the operation of vessels and affecting the relationships with our time charterers.

Responsible recycling and scrapping of ships are becoming increasingly important issues for shipowners and charterers alike as the industry strives to replace old ships with cleaner, more energy efficient models. The recognition of the need to impose recycling obligations on the shipping industry is not new. In 2009, the IMO adopted the Hong Kong Ship Recycling Convention (the “Hong Kong Convention”), which sets standards for ship recycling. Concerned at the lack of progress in satisfying the conditions needed to bring the Hong Kong Convention into force, the EU published its own Ship Recycling Regulation 1257/ 2013 (SRR) in 2013, with a view to facilitating early ratification of the Hong Kong Convention both within the EU and in other countries outside the EU. Bangladesh ratified the Hong Kong Convention in June 2023, and this Convention entered into force. Parties to the Convention have two years to implement the requirements of the Convention in their respective jurisdictions and ensure that the highest possible ship recycling standards and in well run and green ship recycling yards are created/maintained. The 2013 regulations are vital to responsible ship recycling in the EU. SRR requires that, from December 31, 2020, all existing ships sailing under the flag of EU member states and non-EU flagged ships calling at an EU port or anchorage must carry on board an Inventory of Hazardous Materials (IHM) with a certificate or statement of compliance, as appropriate. For EU-flagged vessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statement of Compliance. Now that the Hong Kong Convention has been ratified and entered into force on June 26, 2025, it is expected the EU Ship Recycling Regulation will be reviewed in light of this. However, as the Hong Kong Convention has seen weak implementation and poor results to date, the EU may elect not to alter its regulation at the moment.

The new EU Waste Shipment Regulation 2024/1157 came into effect on May 20, 2024 and seeks to clarify the legal framework applicable to the recycling of EU flagged ships. Ships can now be recycled in recycling facilities located outside the OECD, if they meet the requirements of the EU SRR and are added to the EU list. Furthermore, the new Environmental Crime Directive 2024/1203 also came into effect on May 20, 2024 and makes it an offence punishable by substantial fines for unlawful recycling of ships that fall within the scope of SRR as well as imposing obligations regarding shipment of waste, ship-source pollution and the import and export of fluorinated greenhouse gases. Member states have two years to implement this Directive.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag, as well as the number of times the ship has been detained. The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. Since January 1, 2015, vessels have been required to burn fuel with sulfur content not exceeding 0.1% while within EU member states’ territorial seas, exclusive economic zones, and pollution control zones that are included in “Sox Emission Control Areas.” EU Directive (EU) 2016/802 establishes limits on the maximum sulfur content of gas oils and heavy fuel oil and contains fuel- specific requirements for ships calling at EU ports.

EU Directive 2004/35/CE (as amended) regarding the prevention and remedying of environmental damage addresses liability for environmental damage (including damage to water, land, protected species, and habitats) on the basis of the “polluter pays” principle. Operators whose activities caused the environmental damage are liable for the damage (subject to certain exceptions). With regard to specified activities causing environmental damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage. The directive requires preventative and remedial actions, and that operators report environmental damage or an imminent threat of such damage. 65

Table of Contents On November 10, 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive, or the CSRD. EU member states have 18 months to integrate it into national law. The CSRD will create new, detailed sustainability reporting requirements and will significantly expand the number of EU and non-EU companies subject to the EU sustainability reporting framework. The required disclosures will go beyond environmental and climate change reporting to include social and governance matters (for example, respect for employee and human rights, anti-corruption and bribery, corporate governance and diversity and inclusion). In addition, it will require disclosure regarding the due diligence processes implemented by a company in relation to sustainability matters and the actual and potential adverse sustainability impacts of an in-scope company’s operations and value chain. The CSRD will apply on a phased basis, starting from the financial year 2024 through 2028, to large EU and non-EU undertakings subject to certain financial and employee thresholds being met (as described below). Following the publication of the Omnibus package of proposals on February 26, 2025, which are designed to simplify EU regulations and cut red tape, the application of all reporting requirements in the CSRD for companies that are due to report in 2026 and 2027 is postponed to 2028 (in respect of the 2027 financial year). The Omnibus package was approved by the EU Parliament on December 16, 2025 and will simplify compliance for SMEs and all companies with up to 1,000 employees and with less than EUR 450 million turnover will be outside the scope of the CSRD. For companies that are in scope, the European Commission will adopt a delegated act to revise and simplify the existing sustainability reporting standards (ESRS). The CSRD will now apply to (a) EU undertakings and non-EU issuers which on an individual or group basis has more than EUR 450 million net turnover; and more than 1,000 employees on average during the financial year; and (b) non-EU ultimate parent undertakings that have more than EUR 450 million net turnover generated in the EU (individually or on a consolidated basis) for each of the last two consecutive financial years; and an EU subsidiary or a branch in the EU with more than EUR 200 million net turnover in the preceding financial year. New systems, personnel, data management systems and reporting procedures will have to be put in place, which could be at a significant cost, to prepare for and manage the administrative aspect of CSRD compliance.

A new Corporate Sustainability Due Diligence Directive (“CSDDD”) was also adopted on July 25, 2024 as part of the Fit for 55 Package and establishes a corporate due diligence duty. CSDDD was to apply to large companies with more than 1,000 employees and the turnover threshold €450 million. However, following the publication of the Omnibus proposal on February 26, 2025, CSDDD is now expected to apply from July 26, 2029 and the thresholds have now been revised to only apply to (a) EU undertakings that have or, if they are an ultimate parent undertaking, their group has more than EUR 1.5 billion net turnover; and more than 5,000 employees on average during the financial year; and (b) non-EU undertakings that have or, if they are an ultimate parent undertaking, their group has more than EUR 1.5 billion net turnover generated in the EU. The aim of CSDD is to foster sustainable and responsible corporate behavior and to anchor human rights and environmental considerations in companies’ operations and corporate governance. The new rules will ensure that businesses address adverse impacts of their actions, including in their value chains inside and outside Europe. New systems, personnel, data management systems and reporting procedures will have to be put in place, which could be at a significant cost, to prepare for and manage the administrative aspect of CSDDD compliance.

International Labor Organization

The International Labor Organization, or the ILO, is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006, or MLC 2006. A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. Additionally ships subject to MLC 2006 must display a certificate confirming insurance or other financial security for liabilities for seafarer wages and repatriation and compensation for death and long-term disability. We believe that our vessels are in substantial compliance with and are certified to meet MLC 2006.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (this task having been delegated to the IMO), which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016, but does not directly limit greenhouse gas emissions from ships. In January 2025, President Trump signed an executive order to start the process of withdrawing the United States from the Paris Agreement, which withdrawal took effect on January 27, 2026. 66

Table of Contents Additionally, at MEPC 80 in July 2023, the IMO adopted the 2023 IMO Strategy on Reduction of GHG Emissions from Ships, which identified a number of levels of ambition, including (1) decreasing the carbon intensity from ships through implementation of further phases of energy efficiency for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030; and (3) pursuing net-zero GHG emissions by or around 2050. These regulations could cause us to incur additional substantial expenses. The IMO net-zero framework was approved by MEPC 83, including the new fuel standard for ships and a global pricing mechanism for emissions. These regulations were approved as amendments and submitted for adoption as legally binding, but in October 2025 the MEPC agreed to adjourn the meeting on adoption until October 2026.

In October 2016 at MEPC 70, the IMO adopted a mandatory data collection system (DCS) that requires ships above 5,000 gross tons to report consumption data for fuel oil, hours under way, and distance traveled. Unlike the EU MRV (see below), the IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, ice-breaking, fish-catching, and off-shore installations.

The SEEMPs of all ships covered by the IMO DCS must include a description of the methodology for data collection and reporting. After each calendar year, the aggregated data are reported to the flag state. If the data have been reported in accordance with the requirements, the flag state issues a statement of compliance to the ship. Flag states subsequently transfer this data to an IMO ship fuel oil consumption database, which is part of the Global Integrated Shipping Information System (GISIS) platform. IMO will then produce annual reports, summarizing the data collected. Thus, currently, data related to the GHG emissions of ships above 5,000 gross tons calling at ports in the European Economic Area (EEA) must be reported in two separate, but largely overlapping, systems: the EU MRV, which applies since 2018, and the IMO DCS, which applies since 2019. The proposed revision of Regulation (EU) 2015/757 adopted on February 4, 2019, aims to align and facilitate the simultaneous implementation of the two systems, although it is still not clear when the proposal will be adopted.

IMO’s MEPC 76 adopted amendments to MARPOL Annex VI requiring ships to reduce their greenhouse gas emissions. The Revised MARPOL Annex VI entered into force on November 1, 2022. The revised Annex VI includes carbon intensity measures (requirements for ships to calculate their Energy Efficiency Existing Ship Index (EEXI)) following technical means to improve their energy efficiency and to establish their annual operational carbon intensity indicator and rating. MEPC 79 adopted amendments to Annex VI to revise the IMO DCS and reporting requirements in connection with the implementation of the EEXI and the CII framework, which amendments became effective on May 1, 2024.

In 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at least 55% by 2030 compared to 1990 levels. In July 2021, the European Commission launched the Fit for 55 (described above) to support the climate policy agenda. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information.

In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. The EPA or individual U.S. states could enact environmental regulations that could negatively affect our operations. For example, the EPA held a public hearing in January 2023 on a proposal to achieve comprehensive emissions, and in December 2023, the EPA announced a final rule to reduce methane and other air pollutants from the oil and natural gas industry, which rule was published in March 2024. The rule includes “Emissions Guidelines” for States to follow as they develop plans to limit methane emissions from existing sources.

Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S., or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, in the United States, there have been a variety of initiatives intended to enhance vessel security, such as the U.S. Maritime Transportation Security Act of 2002, or MTSA. 67

Table of Contents To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facilities Security Code, or the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel’s flag state. Ships operating without a valid certificate will be refused entry at port until they obtain an ISSC. The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed, and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered, and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel’s compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant negative financial impact on us. All the vessels in our fleet comply with the various security measures addressed by MTSA, the SOLAS Convention, and the ISPS Code.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably in the Gulf of Guinea, the Red Sea and the Indian Ocean. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly and negatively affect our business. Costs may be incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy and Enhance Security, notably those contained in the BMP Maritime Security Guidelines.

Surveys by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or the Rules, which apply to oil tankers and bulk carriers constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. Our vessels are certified as being “in class” by her Classification Society (i.e., American Bureau of Shipping).

A vessel must undergo annual surveys, intermediate surveys, drydockings, and special surveys. In lieu of a special survey/drydocking, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period until a vessel reaches 10 years of age, after which a vessel is required to be specially surveyed/drydocked approximately every 2.5 years. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and operating results. 68

Table of Contents Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks, such as mechanical failure, physical damage, collision, property loss, cargo loss or damage, and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities, and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry. However, not all risks can be insured, specific claims may be rejected and we might not be always able to obtain adequate insurance coverage at reasonable rates.

Hull & Machinery and War Risks Insurances

We maintain marine hull and machinery and war risks insurances, which include the risk of actual or constructive total loss, for each of our vessels. Under our hull and machinery policy there is also cover for damage to fixed and floating objects and claims arising from collisions with other vessels. Each of our vessels is covered up to at least its fair market value with a deductible that ranges from $130,000 to $250,000 depending on each vessel’s market value, per incident. We also maintain increased value coverage for our vessels. Under this increased value coverage, in the event of total loss of a vessel, we will be able to recover the sum insured under the increased value policy in addition to the sum insured under the hull and machinery policy. Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy by reason of under insurance.

Effective from November 2025, KMC carries a loss of hire insurance. This loss of hire insurance is intended to provide financial protection against loss of income following insured delays arising from both Hull & Machinery and P&I-related incidents. The policy is intended to ensure rapid financial recovery following operational disruptions caused by incidents such as collision, machinery failure, piracy, quarantine, or other covered perils.

Protection and Indemnity Insurance

Protection and indemnity insurance, provided by mutual protection and indemnity associations, or P&I Associations, covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury, illness or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from damage to other third-party property, pollution arising from oil or other substances, salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or “clubs.”

Our coverage limit is as per International Group’s rules, where there are standard sub-limits for oil pollution at $1 billion, passenger liability at $2 billion and seamen liabilities at $3 billion. The 12 P&I Associations that comprise the International Group insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to reinsure each association’s liabilities in excess of each association’s own retention of $10 million up to, currently, approximately $8.9 billion. As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group. 69

Table of Contents Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels and other vessels we may acquire. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the age of a vessel. We believe that we have obtained all permits, licenses and certificates currently required to permit our vessels to operate as planned. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business in the future.

The Tanker Shipping Industry

The oil tanker shipping industry constitutes a vital link in the global energy supply chain, in which tanker vessels play a critical role by carrying large quantities of crude oil. The rationale behind this is that only tanker vessels can carry crude oil from one continent to the other and across the oceans based on practical and economical terms. The shipping of crude oil is the only transportation method that implies the lower cost per oil barrel compared to other methods, such as pipelines.

An oil tanker shipping company earns revenues by the freight rates paid for transportation capacity. Freight is paid for the movement of cargo between a load port and a discharge port. The cost of moving the ship from a discharge port to the next load port is not directly compensated by the charterers in the freight payment but is an expense of the owners if not on time charter.

The main categories of crude tanker vessels are:

●	VLCCs, with an oil cargo carrying capacity in excess of 200,000 dwt (typically 300,000 to 320,000 dwt or approximately two million barrels). VLCCs generally trade on long-haul routes from the Middle East and West Africa to Asia, Europe, and the U.S. Gulf or the Caribbean.
●	Suezmax tankers, with an oil cargo carrying capacity of approximately 120,000 to 200,000 dwt (typically 150,000 to 160,000 dwt or approximately one million barrels). Suezmax tanker vessels are engaged in a range of crude oil trades across a number of major loading zones.
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●	Aframax tankers, with an oil cargo carrying capacity of approximately 80,000 to 120,000 dwt (or approximately 500,000 barrels). Aframax tanker vessels are employed in shorter regional trades, mainly in Northwest Europe, the Caribbean, the Mediterranean, and Asia.
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Tanker Newbuilding Prices

The factors which influence newbuilding prices include ship type, shipyard capacity, demand for ships, “berth cover”, i.e., the forward book of business of shipyards, buyer relationships with the yard, individual design specifications, including fuel efficiency or environmental features and the price of ship materials, engine and machinery equipment and particularly the price of steel.

Tanker Secondhand Prices

Secondhand prices are primarily driven by trends in the supply and demand for vessel capacity. During extended periods of high demand, as evidenced by high charter rates, secondhand vessel values tend to appreciate, and during periods of low demand, evidenced by low charter rates, vessel values tend to decline. Vessel values are also influenced by age and specification and by the replacement cost (new-built price) in the case of vessels up to five years old.

The sale and purchase (S&P) market, where vessels are sold and bought through specialized brokers, determines vessel values on a daily basis. The S&P market is generally transparent and liquid, with typically a significant number of vessels changing hands annually.

Values for younger vessels tend to fluctuate on a percentage basis less than values for older vessels. This is due to the fact that younger vessels with a longer remaining economic life are less susceptible to the level of charter rates than older vessels with limited remaining economic life. 70

Table of Contents The Crude Oil Tanker Market

Charter Types

Employment of oil tanker vessels occurs through the following chartering options:

●	Bareboat Charter: In this charter type, vessels are usually employed for several years. All voyage related costs such as bunkers, port dues, and daily operating expenses are paid by the charterer. The owner of the vessel is entitled to monthly charter hire payments and covers the capital cost associated with the vessel.
●	Time Charter: Involves the use of the vessel for a number of months or years or for a trip between specific delivery and redelivery positions. The charterer covers all voyage related costs while the owner receives monthly charter hire payments on a per day basis and pays all operating expenses and capital costs of the vessel.
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●	Pool Charter: In this charter type, the vessel’s owner earns a portion of total revenues generated by the pool, net of expenses incurred by the pool. The amount allocated to each pool participant vessel, is determined in accordance with an agreed-upon formula, which is determined by the margins awarded to each vessel in the pool based on the vessel’s age, design and other performance characteristics.
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●	Spot or Voyage Charter: Vessels are used for a single voyage for the carriage of a specific amount and type of cargo on a load port to discharge port. The owner covers the repositioning cost of the ship as well as all expenses, namely voyage, operating, and capital costs of the ship.
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Tanker Vessels Charter Rates

The main factors affecting vessel charter rates are primarily the supply and demand for tanker shipping. The shorter the charter period, the greater the vessel charter rate is affected by the current supply to demand balance and by the current phase of the market cycle (high point or low point). For longer charter periods, vessel charter rates tend to be more stable and less cyclical because the period may cover not only a particular phase of a market cycle but a full market cycle or several market cycles. Other factors affecting charter rates include the age and characteristics of the ships (such as fuel consumption and speed), the price of new-built and secondhand ships (buying as an alternative to chartering ships), and market conditions.

C.	Organizational Structure

We are a Marshall Islands corporation with principal executive offices located at c/o OET Chartering Inc., Ethnarchou Makariou Ave. & 2 D. Falireos St., 185 47 N. Faliro, Greece. See Exhibit 8.1 to this Annual Report for a list of our significant subsidiaries. We own 100% of each of our subsidiaries.

D.	Property, Plants and Equipment

We do not own any real estate property. We maintain our principal executive offices at c/o OET Chartering Inc., Ethnarchou Makariou Ave. & 2 D. Falireos St., 185 47 N. Faliro, Greece. Other than our vessels, we do not have any material property. See “Item 4.B. Business Overview — Our Current Fleet” and “Item 4.B. Business Overview — Environmental and Other Regulations.” For a description of our major encumbrances on our fleet please see “Item 5.B. Liquidity and Capital Resources.”

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ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the results of our operations and our financial condition should be read in conjunction with the financial statements and the notes to those statements included in “Item 18. Financial Statements.” 71

Table of Contents For a discussion of our results for the year ended December 31, 2024 compared to the year ended December 31, 2023, and other information regarding the year ended December 31, 2023, please see “Item 5.A. Operating Results, ” “Item 5.A. Operating Results — Results of Operations — Year ended December 31, 2024 compared with the year ended December 31, 2023” and “Item 5.B. Liquidity and Capital Resources” contained in our annual report on Form 20-F filed with the SEC on March 31, 2025.

This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in “Item 3.D. Risk Factors.” See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

A.	Operating Results

Principal Factors Affecting Our Business

The principal factors that affect our financial position, operating results and cash flows include the following:

●	number of vessels owned and operated;
●	voyage charter rates;
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●	time charter trip rates;
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●	period time charter rates;
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●	the nature and duration of our voyage charters;
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●	vessels repositioning;
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●	vessel operating expenses and direct voyage costs;
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●	maintenance and upgrade work;
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●	the age, condition and specifications of our vessels and other vessels we may acquire;
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●	issuance of our common shares and other securities;
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●	amount of debt obligations; and
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●	financing costs related to debt obligations.
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We are also affected by the types of charters we enter into. Vessels operating on period time charters and bareboat time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market conditions.

Vessels operating in the spot charter market generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in tankers rates. Spot charters also expose vessel owners to the risk of declining tanker rates and rising fuel costs in case of voyage charters. Please see “Item 3.D. Risk Factors” for a discussion of certain risks inherent in our business.

Material Accounting Policies

Material accounting policies are those that are both most important to the portrayal of the Company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. For a description of all our material accounting policies, see Note 4, Summary of Material Accounting Policies, to our annual audited consolidated financial statements included in this Annual Report. 72

Table of Contents Important Financial and Operational Terms and Concepts

We use a variety of financial and operational terms and concepts when analyzing our performance. These include the following:

Revenues

Revenues include revenues from time charters and voyage charters. Revenues are affected by charter rates and the number of operating days. Revenues are also affected by the mix of business between vessels on time charter and vessels operating on voyage charter. Revenues from vessels on voyage charter are more volatile, as they are typically tied to prevailing market rates.

Voyage and Time Charters

Voyage charters or spot voyages are charters under which the customer pays a transportation charge for the movement of a specific cargo between two or more specified ports. We pay all of the voyage expenses. Under time charters, we lease the vessel for a set length of time to a charterer, where the latter is free to sail to any port or transport any cargo of his preference (subject to legal restrictions). All voyage expenses are incurred by the charterer.

Commissions

We pay commissions of typically up to 3.75% of the total daily charter hire rate of each charter to unaffiliated ship brokers associated with the charterer, depending on the number of brokers involved with arranging the charter.

Voyage Expenses

Voyage expenses mainly relate to voyage charter agreements and consist of port, canal and bunker costs that are unique to a particular voyage and are recognized as incurred. Under our time charter arrangements, charterers bear substantially all voyage expenses, including bunker fuel, port charges and canal tolls.

Vessel Operating Expenses

Vessel operating expenses comprise all expenses relating to the operation of the vessel, including crewing, insurance, repairs and maintenance, stores, lubricants, spares and consumables and miscellaneous expenses. Vessel operating expenses can fluctuate due to factors beyond our control, such as unplanned repairs and maintenance attributable to damages or regulatory compliance and factors which may affect the shipping industry in general, such as developments relating to insurance premiums, or developments relating to the availability of crew.

Drydocking Costs

Drydocking costs relate to regularly scheduled intermediate survey or special survey drydocking necessary to preserve the quality of our vessels as well as to comply with international shipping standards and environmental laws and regulations. Drydocking costs can vary according to the age of the vessel, the location where the drydock takes place, shipyard availability, local availability of manpower and material, and the billing currency of the yard. Please see Note 4, Summary of Material Accounting Policies, to our annual audited consolidated financial statements included in this Annual Report. In the case of tankers, drydocking costs may also be affected by new rules and regulations. For further information, please see “Item 4. B. Business Overview — Environmental Regulations.”

Vessel Depreciation

We depreciate all our vessels on a straight-line basis over their estimated useful lives, which we estimate to be 25 years from the date of their initial delivery from the shipyard, after considering their estimated residual value. Each vessel’s residual value is equal to the product of its lightweight tonnage and its estimated scrap rate. The scrap price is estimated to be approximately $400 per ton of lightweight steel. The Company may revise the estimated residual values of the vessel in the future from time to time in response to changing market conditions.

General and Administrative Expenses

General and administrative expenses mainly consist of employee costs, directors’ liability insurance, directors’ fees and expenses, executive compensation, professional fees and other expenses. 73

Table of Contents

Management Fees

Management fees concern services provided from the technical manager of our vessels, for a wide range of shipping services, among others, technical support, maintenance, acquisition of emission allowances, insurance consulting, for a daily fee of $900 per vessel during the periods presented. Effective January 1, 2026, the daily fee increased to $980 per vessel.

Inflation

Inflation has had an impact on our vessel operating expenses and corporate overheads. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Oil transportation is a specialized area and the number of vessels is increasing. There is therefore expected to be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn. Interest on our SOFR-based loans (or loans based on another reference rate or its successor) can increase following any interest rate hikes undertaken by financial authorities (such as central banks) in response to, among other things, inflation.

Interest and Other Finance Costs

We incur interest expense on outstanding indebtedness under our loans, which we include in interest and finance costs. We also incur finance costs in establishing our debt facilities.

Unrealized/Realized Gain/Loss from Derivatives

Unrealized/realized gain/loss from derivatives represents (1) the fluctuations in the fair value of the Company’s derivative instruments, recorded as unrealized gain or loss and (2) the actual amounts paid or received upon termination of the derivative instruments, recorded as realized gain or loss in the statements of profit or loss.

Main components of managing our business and main drivers of profitability

The management of financial, general and administrative elements involved in the conduct of our business and ownership or operation of our vessels requires the following main components:

●	management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts;
●	management of our accounting system and records and financial reporting;
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●	administration of the legal and regulatory requirements affecting our business and assets;
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●	management of the relationships with our service providers and customers; and
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●	general and administrative expenses.
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The principal factors that affect our profitability, cash flows and shareholders’ return on investment include:

●	charter rates and periods of charter hire for our tanker vessels;
●	utilization of our tanker vessels (earnings efficiency);
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●	levels of our tanker vessels’ operating expenses and drydocking costs;
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●	depreciation and amortization expenses;
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●	financing costs; and
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●	fluctuations in foreign exchange rates.
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74

Table of Contents Implications of Being an Emerging Growth Company and a Foreign Private Issuer

We continue to qualify as an “emerging growth company” as defined in the JOBS Act. An emerging growth company may take advantage or specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

●	exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal controls over financial reporting under Section 404(b) of Sarbanes-Oxley;
●	exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and financial statements.
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We may take advantage of these provisions until the end of the fiscal year following the fifth anniversary of the date we first sold our common equity securities pursuant to an effective registration statement under the Securities Act (which we first did in November 2025) or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company if, among other things, we have more than $1.235 billion in “total annual gross revenues” during the most recently completed fiscal year, if we issue more than $1 billion of non- convertible debt over a three-year period, or we qualify as a large accelerated filer, meaning a public float of over $700 million. We may choose to take advantage of some, but not all, of these reduced burdens. For as long as we take advantage of the reduced reporting obligations, the information that we provide shareholders may be different from information provided by other public companies. We are choosing to “opt out” of the extended transition period relating to the exemption from new or revised financial accounting standards and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth public companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

As a foreign private issuer, we may take advantage of certain provisions under the NYSE rules that allow us to follow Marshall Islands law for certain corporate governance matters. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will not be subject to certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

●	the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
●	the sections of the Exchange Act requiring significant shareholders to file public reports of their ownership of common shares and trading activities and regarding liability for insiders and significant shareholders who profit from trades made in a short period of time; and
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●	the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
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In addition, as a foreign private issuer and an emerging growth company, we are permitted to provide less detailed disclosure regarding executive compensation. Thus, for so long as we remain a foreign private issuer, even if we no longer qualify as an emerging growth company, we will continue to not be subject to more stringent executive compensation disclosures required of public companies that are neither an emerging growth company nor a foreign private issuer. See “Item 16G. Corporate Governance.”

Results of Operations

Year ended December 31, 2025 compared with the year ended December 31, 2024

Revenue

​	​	​	​	​	​	​
(In millions of U.S. dollars)	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	Increase/Decrease
Revenue		391.5	​	393.2		—

​ 75

Table of Contents Revenue was $391.5 million for the year ended December 31, 2025, a decrease of $1.7 million, from $393.2 million for the year ended December 31, 2024. The decrease in revenue was primarily due to lower employment rates for the vessels. Daily Time Charter Equivalent Rates decreased to $52,823 for the year ended December 31, 2025, from $52,898 for the year ended December 31, 2024, primarily due to the spot employment of the fleet.

Commissions

​	​	​	​	​	​	​	​
(In millions of U.S. dollars)	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	Increase	​
Commissions		(4.3)	​	(4.0)		7	%

​

Commissions were $4.3 million for the year ended December 31, 2025, an increase of $0.3 million, from $4.0 million for the year ended December 31, 2024. The increase in broker’s commissions is attributable to the higher commission rates for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Voyage expenses

​	​	​	​	​	​	​	​
(In millions of U.S. dollars)	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	Decrease	​
Voyage expenses		(121.9)	​	(127.2)		4	%

​

Voyage expenses were $121.9 million for the year ended December 31, 2025, a decrease of $5.3 million, from $127.2 million for the year ended December 31, 2024. The decrease in voyage expenses was primarily due to fewer miles travelled and, consequently, lower fuel consumption compared to the corresponding period in 2024. More specifically, the number of port calls decreased to 312 for the year ended December 31, 2025 from 392 for the year ended December 31, 2024.

Fuel cost decreased from $88.7 million for the year ended December 31, 2024 to $81.4 million for the year ended December 31, 2025. The decrease was primarily due to shorter voyages in miles, which led to lower fuel consumption.

Port expenses decreased from $34.7 million for the year ended December 31, 2024, to $32.1 million for the year ended December 31, 2025. The decrease was mainly due to the fewer port calls in 2025 compared to 2024.

Vessel operating expenses

​	​	​	​	​	​	​	​
(In millions of U.S. dollars)	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	Increase	​
Vessel operating expenses		(45.2)	​	(42.4)	​	7	%

​

Vessel operating expenses were $45.2 million for the year ended December 31, 2025, an increase of $2.8 million, from $42.4 million for the year ended December 31, 2024. The increase was mainly due to inflation.

Management fees – related party

​	​	​	​	​	​	​	​
(In millions of U.S. dollars)	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	Increase/Decrease	​
Management fees – related party		(4.6)	​	(4.6)	​	—	%

​

Management fees remained unchanged at $4.6 million for the year ended December 31, 2025 and 2024. The stability in management fees is attributed to the unchanged daily management fee and the number of vessels being the same in both 2025 and 2024.

Depreciation and amortization

​	​	​	​	​	​	​	​
(In millions of U.S. dollars)	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	Increase	​
Depreciation and amortization		(41.4)	​	(41.1)	​	1	%

​

Depreciation and amortization was $41.4 million for the year ended December 31, 2025, an increase of $0.3 million, from $41.1 million for the year ended December 31, 2024. The increase in depreciation and amortization was due to the higher amortization of drydocks completed in 2024. 76

Table of Contents General and administrative expenses

​	​	​	​	​	​	​	​
(In millions of U.S. dollars)	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	Increase	​
General and administrative expenses		(11.6)	​	(10.9)	​	6	%

​

General and administrative expenses were $11.6 million for the year ended December 31, 2025, an increase of $0.7 million, from $10.9 million for the year ended December 31, 2024. The increase in general and administrative expenses was primarily due to increased costs related to shore-based employee related expenses.

Other income/(expenses)

​	​	​	​	​	​	​	​
(In millions of U.S. dollars)	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	Decrease	​
Other income/(expenses)		(39.6)	​	(54.1)	​	27	%

​

Other expenses, net were $39.6 million for the year ended December 31, 2025, a decrease of $14.5 million, from $54.1 million for the year ended December 31, 2024. Other income/(expenses) primarily consists of interest income/expense, other finance costs, realized/unrealized gain/loss from derivative instruments, gain from modification of loans, loss on debt extinguishment, foreign exchange gain/ loss, as well as various other expenses.

The decrease in other expenses, net was primarily due to (1) lower interest expense in 2025 due to a decrease in average indebtedness and a decrease in the margin payable under our loans; in particular, interest expense and other finance cost was $44.2 million for the year ended December 31, 2025, compared to $57.1 million for the year ended December 31, 2024; (2) foreign exchange gain of $0.9 million for the year ended December 31, 2025, compared to a foreign exchange loss of $0.7 million for the year ended December 31, 2024; (3) realized/unrealized gain from derivatives of $3.0 million for the year ended December 31, 2025 compared to $1.6 million loss for the year ended December 31, 2024; offset by (1) interest income of $2.2 million for the year ended December 31, 2025 compared to $3.4 million for the year ended December 31, 2024; (2) a loss of $1.4 million due to debt extinguishment in 2025; and by (3) a decrease of $1.8 million due to the gain arising from amendments of our loans to reduce the margin payable thereunder and the changes in the installment structure and maturity dates in 2024.

Year ended December 31, 2024 compared with the year ended December 31, 2023

For a discussion of our results for the year ended December 31, 2024 compared to the year ended December 31, please see “Item 5.A. Operating Results — Results of Operations — Year ended December 31, 2024 compared with the year ended December 31, 2023” contained in our annual report on Form 20-F filed with the SEC on March 31, 2025.

B.	Liquidity and Capital Resources

Since our formation, our principal sources of funds have been funds in the form of equity or working capital provided by operating cash flow and long-term borrowing. Our principal use of funds has been capital expenditures for the acquisition of our vessels and to maintain their quality, comply with international shipping standards and environmental laws and regulations, fund working capital requirements, service our debt, and distribute capital and dividends to our shareholders.

Our business is capital intensive and its future success will depend on our ability to maintain a high-quality fleet through the acquisition of newer vessels and the selective sale of older vessels. Future acquisitions are subject to management’s expectation of future market conditions, our ability to acquire vessels on favorable terms and our liquidity and capital resources. Our ability to continue to meet our liquidity needs is subject to and will be affected by cash generated from operations, the economic or business environment in which we operate, shipping industry conditions, the financial condition of our customers, vendors and service providers, our ability to comply with the financial and other covenants of our indebtedness, and other factors. 77

Table of Contents In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of economic conditions resulting from geopolitical conflict and wars, including the Russian/ Ukraine conflict and potential hostilities in the Middle East, and general conditions in the tanker market. We may from time to time seek to raise additional capital through equity or debt offerings, selling vessels or other assets, pursuing strategic opportunities, or otherwise. We may also from time to time seek to incur additional debt financing from private or public sector sources, refinance our indebtedness or obtain waivers or modifications to our credit agreements to obtain more favorable terms, enhance flexibility in conducting our business, or otherwise. We may also seek to manage our interest rate exposure through hedging transactions. We may seek to accomplish any of these independently or in conjunction with one or more of these actions. However, if market conditions are unfavorable, we may be unable to accomplish any of the foregoing on acceptable terms or at all.

Our medium- and long-term liquidity requirements relate to the operation and maintenance of our vessels, including covering costs of compliance with existing or future environmental or other regulations, which may be material. Sources of funding for these requirements include cash flows from operations or new debt financings if required.

As of December 31, 2025, we had an indebtedness of $609.8 million which after excluding unamortized financing fees amounts to a total indebtedness of $605.0 million.

As of December 31, 2024, we had an indebtedness of $651.6 million, which after excluding unamortized financing fees amounts to a total indebtedness of $645.6 million.

As of December 31, 2025, our cash and cash equivalent balances amounted to $122.5 million, held in U.S. Dollar accounts, $5.9 million of which are classified as restricted cash.

As of December 31, 2024, our cash and cash equivalent balances amounted to $54.3 million, primarily held in U.S. Dollar accounts, $4.9 million of which are classified as restricted cash.

As of December 31, 2025 and December 31, 2024, we did not have any material commitments for capital expenditures and we do not expect to have any other requirement or obligation, to which we should allocate capital resources, except that as of December 31, 2025, we had exercised purchase options for two VLCC tankers, the Nissos Rhenia and Nissos Despotiko, currently on lease from OCY Knight 1 Limited and OCY Knight 2 Limited, respectively, which are expected to be delivered to us during the second quarter of 2026, for an aggregate consideration of approximately $94.1 million, and we had agreed to purchase the Nissos Piperi and Nissos Serifopoula, which were delivered to us in January of 2026.

Please see “Item 5.B. Liquidity and Capital Resources — Credit Facilities and Financing Obligations” for further information about our loan arrangements and credit facilities. Our primary uses of funds have been vessel operating expenses, general and administrative expenses, expenditures incurred in connection with ensuring that our vessels comply with international and regulatory standards, financing expenses, installments under construction contracts and repayments of loans.

As of the date of this Annual Report we have no contractual commitments for the acquisition of any vessel (except for our exercised purchase options for two VLCC tankers, the Nissos Rhenia and Nissos Despotiko currently on lease from OCY Knight 1 Limited and OCY Knight 2 Limited, respectively, which are expected to be delivered to us during the second quarter of 2026, for an aggregate consideration of $94.2 million and the Additional Vessel Acquisitions of two new Suezmaxes for $99.3 million each). Our cash flow projections indicate that cash on hand and cash to be provided by operating activities will be sufficient to cover the liquidity needs that become due in the twelve-month period ending one year after December 31, 2025.

Working Capital Requirements and Sources of Capital

Working capital, which is current assets, minus current liabilities, amounted to approximately $78.0 million as of December 31, 2025 and $46.2 million as of December 31, 2024. If we are unable to satisfy our liquidity requirements, we may not be able to continue as a going concern. All of our vessels are pledged as collateral to the banks (or are directly owned by a leasing house), and therefore if we were to sell one or more of those vessels, the net proceeds of such sale would be used first to repay the outstanding debt to which the vessel is collateralized, and the remainder, if any, would be for our use, subject to the terms of our remaining outstanding financing arrangements. 78

Table of Contents We make capital expenditures from time to time in connection with our vessel acquisitions or vessel improvements. We have no current binding agreements to purchase any additional vessels (except for our exercised purchase options for two VLCC tankers, the Nissos Rhenia and Nissos Despotiko currently on lease from OCY Knight 1 Limited and OCY Knight 2 Limited, respectively, which are expected to be delivered to us during the second quarter of 2026, for an aggregate consideration of $94.2 million, and the additional vessel acquisitions of two new Suezmaxes for $99.3 million each) but may do so in the future. We expect that any purchases of vessels will be paid for with cash from operations, with funds from new credit facilities from banks with whom we currently transact business, with loans from banks with whom we do not have a banking relationship but will provide us funds at terms acceptable to us, with funds from equity or debt issuances or any combination thereof.

We incur additional capital expenditures when our vessels undergo surveys. This process of recertification may require us to reposition these vessels from a discharge port to shipyard facilities, which will reduce our operating days during the relevant period. The loss of earnings associated with the decrease in operating days, together with the capital needs for repairs and upgrades, is expected to result in increased cash flow needs. We expect to fund these expenditures with cash on hand.

We believe that our cash flows from operations, amounts available for borrowing under our financing agreements and our cash balance will be sufficient to meet our existing liquidity requirements for at least the next twelve months from December 31, 2025. Please see Note 12, Long-Term Borrowings, to our annual audited consolidated financial statements included in this Annual Report for additional information about our indebtedness.

Cash Flows

As of December 31, 2025, our cash balances amounted to $122.5 million, $5.9 million of which were classified as restricted cash. As of December 31, 2024, our cash balances amounted to $54.3 million, $4.9 million of which were classified as restricted cash. We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of around three months or less to be cash equivalents. Cash and cash equivalents are held in U.S. dollars and Euros.

Net Cash from Operating Activities

Net cash from operating activities decreased by $51.5 million to $111.3 million for the year ended December 31, 2025, compared to $162.8 million for the year-ended December 31, 2024. Net cash from operating activities consisted of profit after non-cash and other items of $203.5 million and $201.8 million for the year ended December 31, 2025 and 2024, respectively, plus a decrease in working capital of $50.0 million during 2025 and an increase of $14.5 million during 2024 minus interest paid of $42.2 million during 2025 and $53.4 million during 2024, respectively. The major drivers of the changes in working capital which led to decreased inflows from operating activities during 2025 are the increased receivables of $45.3 million which resulted in lower revenue inflows in 2025 compared to 2024 compared to decreased receivables of $17.6 million in 2024, primarily due to higher spot rates prevailing toward the end of the year, and the decreased payables of $6.0 million, which are a result of the timing of payables settlement, compared to decreased payables of $4.5 million in 2024. The above impact of the working capital changes on net cash provided by operating activities was partly offset by a decrease in interest expense outflows of 11.4 million, from 53.6 million in 2024 to $42.2 million in 2025.

Net Cash used in Investing Activities

Net cash from investing activities was as follows:

For the year ended December 31, 2025, net cash used in investing activities was $42.4 million primarily due to increased payments for vessels and advances for the acquisition of vessels of $40.2 million, partially offset by lower payments for special survey and dry docking costs of $3.4 million counterbalanced by interest income received from time deposits of $2.2 million resulting from interest rates.

For the year-ended December 31, 2024, net cash used in investing activities was $7.9 million primarily due to increased payments for special survey and drydocking costs of $11.2 million plus a minor increase due to refinanced credit facilities counterbalanced by interest income received from time deposits of $3.3 million resulting from rising interest rates. 79

Table of Contents

Net Cash used in Financing Activities

Net cash used in financing activities was $3.4 million for the year-ended December 31, 2025, deriving mainly from: (a) the prepayment of loans relating to the financing of Nissos Anafi, Nissos Kea and Nissos Nikouria, amounting to $192.1 million, (b) dividends of $70.7 million, (c) the payment of scheduled loan instalments of $44.8 million, (d) the payment of loan financing fees of $1.3 million counterbalanced by the refinancing of loans relating to Nissos Anafi, Nissos Kea and Nissos Nikouria amounting to $195.0 million and the net proceeds from common shares issuance amounting to $110.4 million.

Net cash used in financing activities was $154.7 million for the year-ended December 31, 2024, deriving mainly from: (a) the prepayment of loans relating to the sponsor loan and to the financing of Milos, Poliegos, Nissos Kythnos and Nissos Anafi, amounting to $34.2 and to $167.0 million respectively, (b) dividends (which were classified for accounting purposes as a return of capital) of $106.6 million in the aggregate, (c) the payment of scheduled loan instalments of $44.9 million, (d) the payment of loan financing fees of $1.3 million counterbalanced by the refinancing of loans relating to Milos, Poliegos, Nissos Kythnos and Nissos Anafi amounting to $199.3 million.

As of the date of this Annual Report we have no contractual commitments for the acquisition of any vessel (except for our exercised purchase options for two VLCC tankers, the Nissos Rhenia and Nissos Despotiko currently on lease from OCY Knight 1 Limited and OCY Knight 2 Limited, respectively, which are expected to be delivered to us during the second quarter of 2026, for an aggregate consideration of $94.2 million and the additional vessel acquisitions of two new Suezmaxes for $99.3 million each). For further information, please see “— Working Capital Requirements and Sources of Capital” above. However, if market conditions were to worsen significantly, then our cash resources may decline to a level that may put at risk our ability to pay our lenders and other creditors.

For a discussion of our liquidity, capital resources and cash flows for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see “Item 5.B. Liquidity and Capital Resources” contained in our annual report on Form 20-F filed with the SEC on March 31, 2025.

Credit Facilities and Financing Obligations

As of December 31, 2025 and December 31, 2024, we had $609.8 million and $651.6 million, respectively, of outstanding borrowings under our credit facilities and financing obligations described below as shown in the following table:

​	​	​	​	​	​	​	​
​	​	Amount		​	Amount		​
​	​	outstanding at		​	outstanding at		​
​	​	December 31,		​	December 31,		​
In thousands of U.S. dollars	​ ​ ​	2025		​ ​ ​	2024		****
$167.5 Million Sale and Leaseback Agreements – Nissos Rhenia and Nissos Despotiko	​	$	96,987	​	$	104,259	​
$125.7 Million Secured Term Loan Facility – Nissos Donoussa	​	$	51,735	​	$	55,134	^(1)^​
$113.0 Million Secured Term Loan Facility – Kimolos, Folegandros and Nissos Keros	​	$	91,000	​	$	99,800	​
$84.0 Million Secured Term Loan facility – Nissos Sikinos and Nissos Sifnos	​	$	69,825	​	​	76,125	​
$34.7 Million Secured Term Loan Facility – Milos	​	$	29,625	​	$	32,525	​
$60.0 Million Secured Term Loan Facility – Nissos Kythnos	​	$	53,756	​	$	57,919	​
$31.1 Million Secured Term Loan Facility – Poliegos	​	$	26,444	​	$	29,555	​
$65.0 Million Secured Term Loan Facility – Nissos Kea	​	$	63,200	​	$	—	​
$130.0 Million Secured Term Loan Facility – Nissos Nikouria and Nissos Anafi	​	$	127,200	​	$	—	​
$45.0 Million Secured Term Loan Facility – Nissos Piperi^(4)^	​	$	—	​	$	—	​
$45.0 Million Secured Term Loan Facility – Nissos Serifopoula^(4)^	​	$	—	​	$	—	​
$194.0 Million Sale and Leaseback Agreements – Nissos Kea and Nissos Nikouria	​	$	—	​	$	126,403	^(2)^​
$73.5 Million Sale and Leaseback Agreement – Nissos Anafi	​	$	—	​	$	69,908	^(3)^​
Total	​	$	609,772	​	$	651,628	​
(1)	This secured loan facility related to the Nissos Donoussa and the Nissos Kythnos. The Nissos Kythnos tranche was repaid in May 2024.
---	---
(2)	This sale and leaseback agreement was repaid in June 2025.
---	---
(3)	This sale and leaseback agreement was repaid in August 2025.
---	---

(4)These secured loan facilities were drawn in January 2026. 80

Table of Contents We believe that, at the current charter rates, we should have the ability to generate and obtain adequate amounts of cash to meet our current financing arrangement requirements for the next twelve months.

Existing Credit Facilities and Other Financing Arrangements

$167.5 Million Sale and Leaseback Agreements — Nissos Rhenia and Nissos Despotiko

On February 10, 2018, we, through two of our subsidiaries, Omega Five Marine Corp. and Omega Seven Marine Corp., entered into approximate $150.52 million sale and leaseback agreements with Ocean Yield with respect to our vessels, Nissos Rhenia and Nissos Despotiko.

The charter period for each of the Nissos Rhenia and Nissos Despotiko is 180 months from respective delivery and the charter hire for the each such ship is paid monthly, in advance, in a cash amount equal to $18,600 per day per ship for the first five years from the delivery date and $18,350 per day per ship from year six until the end of the charter period, subsequently amended to $18,600 per day per ship for the first two years, $25,200 per day for Nissos Rhenia and $23,336 for Nissos Despotiko for years three and four and $17,200 per day per ship for year five until the end of the charter, plus a non-cash amount of $1,734 per day per ship (which is set off against the $9.5 million prepaid hire that we made for each ship). On April 27, 2023, we entered into an addendum to each bareboat charter to amend the provisions of such bareboat charters in relation to the calculation of charter hire from LIBOR to Term SOFR. The charter hire is subject to an adjustment based on Term SOFR (previously LIBOR) and a CAS of 0.26161% per annum (for three-month periods) or 0.71513% per annum (for twelve-month periods), as applicable, relating to the transition from LIBOR. Each charter is guaranteed by Okeanis, and we have permitted a mortgage to be filed regarding the finance lease. Ocean Yield has registered mortgages on both vessels, with amounts not exceeding the lease outstanding amounts. Additionally, we have entered into an assignment of insurances, assignment of management agreement, charter guarantee, pledge of account, pledge of shares of each bareboat charterer, a manager’s undertaking and a time charter general assignment. We also have the option to repurchase each or both vessels at the end of years 7, 10, 12 and 14, in varying amounts per ship from $49.8 million to $14.2 million. The Nissos Rhenia was delivered in May 2019 and the Nissos Despotiko was delivered in June 2019. We declared the options to purchase the Nissos Rhenia on May 4, 2026 for $47.1 million and the Nissos Despotiko on June 10, 2026 for $47.1 million.

$125.7 Million Secured Term Loan Facility – Nissos Donoussa

On May 23, 2022, we, through two of our vessel-owning subsidiaries, Anassa Navigation S.A. and Nellmare Marine Ltd., entered into an approximately $125.7 million secured term loan facility with the National Bank of Greece to refinance the then-existing indebtedness on our vessels, Nissos Kythnos and Nissos Donoussa, which agreement we amended on June 29, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to Term SOFR, subject to the borrowers’ option to switch the interest rate to the cumulative compounded SOFR. The facility has a final maturity date of May 25, 2029 and bears interest at SOFR (previously LIBOR) plus a margin of 2.50% per annum. The margin may be increased following discussions between the lender and the borrowers if it is determined that, pursuant to the sustainability certificate provided by ourselves to the lender annually, (1) the weighted average of the efficiency ratio of all fleet vessels (using the parameters of fuel consumption, distance travelled and deadweight at maximum summer draught, reported in unit grams of CO^2^ per ton per mile) for that calendar year, as certified by an approved classification society, is equal to or above the target set for the relevant year and (2) the weighted average percentage of the total waste incinerated on board for all fleet vessels in that calendar year (calculated in line with Class Approved Plans & Record Books, MARPOL Annex I — “Oil Record Book” (endorsed by Flag Administration) & “Fuel Management Plan” (approved by class) and MARPOL Annex V — “Garbage Record Book” & “Garbage Management Plan” (approved by class)) is equal to or above the target set for the relevant year. The amount of any increase in the margin will be based on discussions between the lender and the borrowers. Other than as set out above, there will be no other assessment of the information contained in any sustainability certificate and the sustainability certificates themselves will not be made publicly available unless we deem them to be material. Each of the two tranches of the facility was repayable in 28 quarterly installments, the first 8 of which are $750,000 and the next 20 of which are $850,000, with a balloon payment of $39,835,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on the Nissos Donoussa and is guaranteed by Okeanis. The tranche relating to the Nissos Kythnos was repaid by us on May 24, 2024.

On May 21, 2024, we entered into a supplemental agreement to the existing senior secured credit facility financing the VLCC vessel Nissos Donoussa. The supplemental agreement provides for a reduction of the margin to 165 basis points over the applicable Term SOFR, through the duration of the facility. 81

Table of Contents $113.0 Million Secured Term Loan Facility – Kimolos, Folegandros and Nissos Keros

On June 27, 2023, we, through three of our vessel-owning subsidiaries, Omega Three Marine Corp., Omega Four Marine Corp. and Arethusa Shipping Corp., entered into a $113.0 million senior secured credit facility with ABN AMRO Bank N.V. to refinance then-existing indebtedness on our vessels, Kimolos, Folegandros and Nissos Keros. The facility bears interest at Term SOFR, subject to a mandatory switch mechanism to Compounded SOFR, plus a margin of 1.90% per annum and has a final maturity date of June 30, 2028. The facility is repayable in 20 equal consecutive quarterly installments of $2,200,000, with a balloon payment of $69,000,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on each of Kimolos, Folegandros and Nissos Keros and is guaranteed by Okeanis.

$84.0 Million Secured Term Loan Facility – Nissos Sikinos and Nissos Sifnos

On September 8, 2023, we, through two of our vessel-owning subsidiaries, Omega Six Marine Corp. and Omega Ten Marine Corp., entered into an $84.0 million senior secured credit facility with Crédit Agricole Corporate and Investment Bank (“CACIB”) to refinance the then-existing indebtedness on our vessels, Nissos Sikinos and Nissos Sifnos. The facility bears interest at Term SOFR, plus a margin of 1.85% per annum, and has a final maturity date in September 2029. Each of the two tranches is repayable in 24 equal consecutive quarterly installments of $787,500, with a balloon payment of $23,100,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on each of Nissos Sikinos and Nissos Sifnos and is guaranteed by Okeanis.

$34.7 Million Secured Term Loan Facility – Milos

On January 31, 2024, we, through one of our vessel-owning subsidiaries, Omega One Marine Corp., entered into a $34.7 million senior secured term loan facility with Kexim Asia Limited and Kexim Bank (UK) Limited to refinance the then-existing indebtedness on our vessel Milos. The facility bears interest at the applicable Term SOFR, plus a margin of 1.75% per annum, and has a final maturity date in February 2030. The facility is repayable in 24 equal consecutive quarterly installments of $725,000, with a balloon payment of $17,300,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on Milos and is guaranteed by Okeanis.

$60.0 Million Secured Term Loan Facility – Nissos Kythnos

On May 21, 2024, we, through one of our subsidiaries, Anassa Navigation S.A., entered into a new $60.0 million senior secured credit facility for the VLCC vessel Nissos Kythnos with Danish Ship Finance A/S to refinance the Company’s existing facility and for general corporate purposes. The Nissos Kythnos New Facility is priced at 140 basis points over the applicable Term SOFR, until December 2026. Thereafter, a new applicable margin will be mutually agreed between the parties, for the remaining duration of the facility, which matures in six years. If the parties do not agree to a new applicable margin, the Company will have the ability to prepay the facility at no additional cost. The facility will be repaid in quarterly instalments of approximately $1.041 million each, together with a balloon installment of approximately $35.024 million payable at maturity, is secured by, among other things, security (mortgage) over the Nissos Kythnos, and is guaranteed by Okeanis. The facility also includes a sustainability linked margin adjustment provision, starting in 2025, whereby the applicable margin may decrease or increase by 5 basis points per year, subject to the Company meeting certain sustainability linked targets.

$31.1 Million Secured Term Loan Facility – Poliegos

On June 20, 2024, we, through one of our subsidiaries, Omega Two Marine Corp., entered into a new $31.11 million senior secured credit facility to finance the option to purchase back the Suezmax vessel Poliegos from its sale and leaseback financier, Ocean Yield. The Poliegos New Facility is provided by Bank SinoPac Co., Ltd, and the transaction closed on July 1, 2024. The Poliegos New Facility contains an interest rate of Term SOFR plus 160 basis points, matures in six years, and will be repaid in quarterly instalments of approximately $0.78 million each, together with a balloon instalment of approximately $12.44 million payable at maturity. The Poliegos New Facility is secured by, among other things, security (mortgage) over the Poliegos and a pledge of the shares of the borrower, and is guaranteed by Okeanis. 82

Table of Contents $130.0 Million Secured Term Loan Facility – Nissos Nikouria and Nissos Anafi

On May 8, 2025, we, through two of our subsidiaries, Theta Navigation Ltd. and Moonsprite Shipping Corp., entered into a new $130 million senior secured credit facility with Alpha Bank S.A. to finance the option to purchase back the VLCC vessels Nissos Nikouria and Nissos Anafi. The Nikouria and Anafi Facility consists of two Advances, Advance A of $66.0 million for the vessel Nissos Nikouria and Advance B of $64.0 million for the vessel Nissos Anafi. The Nikouria and Anafi Facility is priced at 140 basis points over the applicable Term SOFR (or 60 basis points for any outstanding part of the loan in respect of which an amount of at least $1 million has been deposited and blocked for the whole of the relevant interest period in a cash collateral account) and matures in seven years. Advance A and Advance B will be repaid in 28 equal consecutive quarterly instalments of approximately $0.9 million and $1.0 million, respectively, together with a balloon instalment of approximately $40.8 million and $36.0 million, respectively, payable at maturity. Advance A was drawn on May 29, 2025, and Advance B was drawn on July 31, 2025. The Nikouria and Anafi Facility is secured by, among other things, security over the Nissos Nikouria and Nissos Anafi, and is guaranteed by Okeanis.

$65.0 Million Secured Term Loan Facility – Nissos Kea

On June 17, 2025, we, through one of our subsidiaries, Ark Marine S.A., entered into a new $65.0 million senior secured credit facility to finance the option to purchase back the VLCC vessel Nissos Kea. The Nissos Kea Facility is provided by a syndicate of banks, led and arranged by E.SUN Commercial Bank, Ltd. The Nissos Kea Facility is priced at 135 basis points over the applicable Term SOFR, matures in seven years, and will be repaid in 28 equal consecutive quarterly instalments of approximately $0.9 million each, together with a balloon instalment of approximately $39.8 million payable at maturity. The Nissos Kea New Facility is secured by, among other things, security over the Nissos Kea, and is guaranteed by Okeanis. The Nissos Kea Facility was drawn on June 26, 2025.

$45.0 Million Secured Term Loan Facility – Nissos Piperi

On December 19, 2025, we, through one of our subsidiaries, Omega Twelve Marine Corp., entered into a $45.0 million facility agreement, to finance a portion of the acquisition price of the Nissos Piperi, with Alpha Bank S.A. The Nissos Piperi Facility is priced at 130 basis points over the applicable Term SOFR (or 50 basis points for any outstanding part of the loan in respect of which an amount of at least $1.0 million has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in seven years, and will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $30.3 million at maturity. It is secured by, among other things, a mortgage over the Nissos Piperi, and is guaranteed by Okeanis. The Nissos Piperi Facility was drawn on January 5, 2026.

$45.0 Million Secured Term Loan Facility – Nissos Serifopoula

On December 19, 2025, we, through one of our subsidiaries, Omega Fourteen Marine Corp., entered into a $45.0 million facility agreement, to finance a portion of the acquisition price of the Nissos Serifopoula, with National Bank of Greece S.A. The Nissos Serifopoula Facility is priced at 130 basis points over the applicable Term SOFR (or 50 basis points for any outstanding part of the loan in respect of which the equivalent amount has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in eight years, and will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $28.2 million at maturity. It is secured by, among other things, a mortgage over the Nissos Serifopoula, and is guaranteed by Okeanis. The Nissos Serifopoula Facility was drawn on January 12, 2026.

Certain Refinanced Credit Facilities and Other Financing Arrangements

$35.1 Million Unsecured Sponsor Loan

On April 18, 2022, we (on behalf of two of our subsidiaries, Ark Marine S.A. and Theta Navigation Ltd), entered into an unsecured loan facility with Okeanis Marine Holdings S.A., an entity controlled by Mr. Ioannis Alafouzos (on behalf of its subsidiaries Felton Enterprises S.A. and Sandre Enterprises S.A.), relating to the acquisition of the vessels Nissos Kea and Nissos Nikouria. Under the agreement, the loaned amount of approximately $17.6 million for each vessel bears a fixed interest cost of 3.5% per annum and is repayable at our sole discretion without penalty, up to the maturity date of two years from the relevant vessel’s delivery. During the years ended December 31, 2024 and December 31, 2023 respectively, we incurred interest expense amounting to $413,952 and $1,198,168 in respect of loan obtained from Mr. Ioannis Alafouzos. We repaid this facility in March and May 2024. 83

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$194.0 Million Sale and Leaseback Agreements — Nissos Kea and Nissos Nikouria

On March 21, 2022, we, through two of our subsidiaries, Ark Marine S.A. and Theta Navigation Ltd, entered into an approximate $145.5 million sale and leaseback agreements with CMB Financial Leasing Co., Ltd. (“CMBFL”), with respect to our vessels, Nissos Kea and Nissos Nikouria. On June 29, 2023 and on January 26, 2024, respectively, we entered into amendment and restatement agreements of each bareboat charter to amend certain provisions of the bareboat charters The charter period for each of the vessels is 84 months from December 31, 2023 (with respect to Nissos Kea) and March 3, 2024 (with respect to Nissos Nikouria) and charter hire is payable quarterly as follows: (a) from the delivery date of each vessel and up to and including December 31, 2023 (with respect to Nissos Kea) and March 3, 2024 (with respect to the Nissos Nikouria), a fixed amount equal to $909,375 plus a variable amount by priced at 260 basis points (being 2.45% as margin and 0.15% as CAS) over the applicable three-month Term SOFR, and (b) following December 31, 2023, with respect to Nissos Kea, and March 3, 2024, with respect to the Nissos Nikouria, a fixed amount equal to $909,375 plus a variable amount priced at 200 basis points over the applicable three-month Term SOFR. The first part of the sale and leaseback relating to the delivery of Nissos Kea was drawn on March 31, 2022 and matures on the date falling 84 months from December 31, 2023 and the second part of the sale and leaseback relating to the delivery of Nissos Nikouria was drawn on June 3, 2022 and matures on the date falling 84 months from March 3, 2024. According to each bareboat charter, the Company has a purchase option that it can exercise annually as from December 31, 2024 (with respect to Nissos Kea) and March 3, 2025 (with respect to Nissos Nikouria). If the purchase option date falls after the first but prior to the seventh anniversary of December 31, 2023 (with respect to Nissos Kea) and March 3, 2024 (with respect to Nissos Nikouria), the purchase option price for the relevant vessel is an amount equal to the opening capital balance i.e., $72,750,000 amount drawn per vessel (75% of the purchase price) minus charter hire paid (the “owner’s costs”), plus (a) accrued but unpaid charter hire, (b) breakfunding costs including any swap costs, (c) legal and other documented costs of the owner to sell the relevant vessel, and any other additional amounts due under the sale and leaseback documentation. If the purchase option date falls on the seventh anniversary of December 31, 2023 (with respect to Nissos Kea) and March 3, 2024 (with respect to Nissos Nikouria), the purchase option price for the relevant vessel is an amount equal to $40,921,875 (the “amended owner’s costs”), plus (a) accrued but unpaid charter hire, (b) and other documented costs of the owner to sell the relevant vessel, and (c) any other additional amounts due under the sale and leaseback documentation. Each charter is guaranteed by Okeanis, and we have permitted a mortgage to be filed regarding the finance lease (if desired by the counterparty) as well as entered into an account charge, general assignment, pledge of shares of the bareboat charterer, a builder’s warranties assignment, and a manager’s undertaking. Ark Marine S.A. and Theta Navigation Ltd repurchased the Nissos Nikouria and Nissos Kea in June 2025, and therefore this sale and leaseback arrangement is no longer in effect.

$73.5 Million Sale and Leaseback Agreement — Nissos Anafi

On January 29, 2024, we, through one of our subsidiaries Moonsprite Shipping Corp., entered into an approximately $73.5 million sale and leaseback agreements with CMBFL, with respect to our vessel Nissos Anafi. The charter period is 84 months from the vessel’s delivery date and charter hire is payable quarterly in a fixed amount equal to approximately $1.2 million plus a variable amount priced at 190 basis points over the applicable three-month Term SOFR. We also have the option to repurchase the vessel, such option being exercisable quarterly following the one-year anniversary of the vessel’s delivery. If the purchase option date falls prior to the seventh anniversary of the date of the vessel’s delivery, the purchase option price is an amount equal to the opening capital balance (i.e. $73,450,000 (being 65% of the purchase price) minus the fixed amount of charter hire paid on the purchase date (the “owners’ costs”), plus (a) accrued but unpaid charter hire, (b) legal and other documented costs of the owner to sell the vessel, (c) any break-funding costs, and (d) any other additional amounts due under the sale and leaseback documentation. The charter is guaranteed by Okeanis, and we have permitted a mortgage to be filed regarding the finance lease (if desired by the counterparty) and we have also entered into an account charge and a pledge of the shares of the bareboat charterer. Moonsprite Shipping Corp. repurchased the Nissos Anafi in August 2025, and therefore this sale and leaseback arrangement is no longer in effect.

Security

Except as noted in this Annual Report, each secured credit facility is secured by, among other things:

●	a first priority mortgage over the relevant collateralized vessels;
●	a first priority assignment of earnings, and insurances from the mortgaged vessels for the specific facility;
---	---
●	a pledge of the earnings account of the mortgaged vessels for the specific facility; and
---	---
●	a corporate guarantee by Okeanis.
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84

Table of Contents Separately, the vessels on bareboat charter to Ocean Yield also have mortgages placed on them, as the vessel owner separately borrowed money with respect thereto.

Loan Covenants

Our existing financing arrangements discussed above, have, among other things, the following covenants relating to Okeanis as guarantor, as amended or waived, the most stringent of which, as of the date of this Annual Report, require us to maintain:

●	minimum corporate liquidity, being the higher of $10 million and $750,000 per vessel, in the form of free and unencumbered cash and cash equivalents;
●	a consolidated net worth of more than $100 million;
---	---
●	a leverage ratio of total liabilities to the carrying value of total assets (adjusted for the vessel’s fair market value) of no more than 75%; and
---	---
●	the listed status of our common shares on both the Oslo Stock Exchange and the NYSE.
---	---

Our credit facilities discussed above have, among other things, the following restrictive covenants which limit our ability to:

●	incur additional indebtedness;
●	make additional investments or acquisitions primarily as a method of raising financial indebtedness or of financing the acquisition of an asset;
---	---
●	pay dividends at certain times;
---	---
●	effect a change to the general nature of our business; or
---	---
●	effect a change of control of us.
---	---

All of our facility agreements require that we maintain a minimum fair value of the collateral for each credit facility, such that the aggregate fair value of the vessels collateralizing the credit facility is at least between 120% and 170% depending on the credit facility, of the aggregate principal amount outstanding under such credit facility, or, if we do not meet these thresholds to prepay a portion of the loan or provide additional security to eliminate the shortfall.

A number of our financing agreements limit our ability to declare, make or pay any dividends or other distributions (whether in cash or in kind) or repay or distribute any dividend or share premium reserve, in most instances following the occurrence of an event of default under the relevant financing agreement or if such action would result in the occurrence of an event of default under the relevant financing agreement.

All of our facility agreements require that the Alafouzos family maintain a minimum 35% ownership interest in us, except for one instance whereby the change in our ultimate beneficial ownership (i.e., a private individual acquires legal or beneficial ownership of 35% or more of our share capital or power to cast or control 35% or more of our voting power or gains effective control over us) is a prepayment event. Some of our facility agreements provide that a breach of the agreement will occur if Mr. Ioannis Alafouzos and Mr. Themistoklis Alafouzos cease to control us (with control being defined as holding at least 35% of our voting power or the power to appoint or remove a majority of our directors or officers or the power to give directions regarding our financial policies or holding at least 35% of our issued share capital), in two instances if Mr. Ioannis Alafouzos, solely or together with any members of the Alafouzos family, ceases to be our major shareholder or ceases to control us (with control being defined as holding at least 35% of our voting power or the power to appoint or remove a majority of our directors or officers), and in four instances, if Mr. Ioannis Alafouzos (or a member of the Alafouzos family in three of the four instances) ceases to be our chairman. Two of our facility agreements provide that the acquisition by a person or group of persons acting in concert (directly or indirectly) of more than 34.9% of the ultimate legal or beneficial ownership is an event of default under such facility agreements. Finally, our bareboat charters and the guarantees on our bareboat charters provide that we may not permit a new party or parties acting in concert to become owners of, or control, more than 50% of our shares and/or voting rights. 85

Table of Contents A violation of any of the covenants contained in our facility agreements described above may constitute (if not a mandatory prepayment event) an event of default under all of our facility agreements, which, unless cured within the grace period set forth under the relevant facility agreement, if applicable, or waived or modified by our lenders, provides our lenders, by notice to the borrowers, with the right to, among other things, cancel the commitments immediately, declare that all or part of the loan, together with accrued interest, and all other amounts accrued or outstanding under the agreement, be immediately due and payable, enforce any or all security under the security documents, and/or exercise any or all of the rights, remedies, powers or discretions granted to the facility agent or finance parties under the finance documents or by any applicable law or regulation or otherwise as a consequence of such event of default. A violation of the change of control provisions of our bareboat charters would constitute a termination event under the relevant bareboat charter, which provides the owners with the ability to terminate such bareboat charter, while a violation of any of the covenants contained in the guarantees on our bareboat charters would constitute a breach of the relevant guarantee.

Furthermore, our financing agreements contain a cross-default provision that may be triggered by a default of one of our other financing agreements. A cross-default provision means that a default on one financing agreement would result in a default on certain of our other financing agreements. Because of the presence of cross-default provisions in certain of our financing agreements, the refusal of any one financier under our financing agreements to grant or extend a waiver in connection with any potential default thereunder could result in certain of our indebtedness being accelerated, even if our other financiers have waived covenant defaults under the respective agreements or we are otherwise in compliance with those agreements. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our financing agreements if our financiers foreclose their liens, which would adversely affect our ability to conduct our business.

Moreover, in connection with any waivers of or amendments to our financing agreements that we have obtained, or may obtain in the future, our financiers may impose additional operating and financial restrictions on us or modify the terms of our existing financing agreements. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our financiers may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

As of December 31, 2025 and 2024, we were in compliance with all of the financial covenants contained in our financing arrangements that we had entered into as of that date. We believe that, at the current charter rates, we should have the ability to generate and obtain adequate amounts of cash to meet our current financing arrangement requirements for the next twelve months.

Please see Note 12, Long-Term Borrowings, to our annual audited consolidated financial statements included in this Annual Report for additional information about our indebtedness.

Financial Instruments

The major trading currency of our business is the U.S. dollar. Movements in the U.S. dollar relative to other currencies can potentially impact our operating and administrative expenses and therefore our operating results.

We believe that we have a low-risk approach to treasury management. Cash balances are invested in term deposit accounts, with their maturity dates projected to coincide with our liquidity requirements. Credit risk is reduced by placing cash on deposit with a variety of institutions in Europe, including a small number of banks in Greece, which are selected based on their credit ratings. We have policies to limit the amount of credit exposure to any particular financial institution.

As of December 31, 2025 and 2024, we did not use any financial instruments other than those used to hedge against market and interest rate fluctuations. For further information please see “Item 11. Quantitative and Qualitative Disclosures about Market Risk — Interest Rate Risk and — Market Risk.”

C.	Research and development, patents and licenses, etc.

Not applicable. 86

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D.	Trend Information

Our results of operations depend primarily on the charter rates earned by our vessels. Over the course of 2025, the BDTI reached a high of 1,468 and a low of 799. Historically the BDTI has been characterized by volatility. Although the BDTI was 2,850 as of March 17, 2026, there can be no assurance that the crude oil charter market will continue to increase, and the market could again decline.

The war in Ukraine and the severe worsening of Russia’s relations with Western economies has amplified the volatility in the tanker market. In the short term, the effect of the invasion of Ukraine has been positive for the tanker market, yet the overall longer-term effect on ton-mile demand is uncertain given that cargoes exported previously from Russia will need to be substituted by cargoes from different sources due to the oil embargo enacted by the United States, the European Union and the United Kingdom.

In addition, the continuing war in Ukraine led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia. Whether the present dislocation in the markets and resultant inflationary pressures will transition to a long-term inflationary environment is uncertain, and the effects of such a development on charter rates, vessel demand, and operating expenses in the sector in which we operate are uncertain. As described above, the initial effect of the invasion in Ukraine on the tanker freight market was positive, despite the short-term volatility in charter rates and increases on specific items of operating costs, mainly in the context of increased crew costs. If these conditions are sustained, the longer-term net impact on the tanker market and our business would be difficult to predict. However, such events may have unpredictable consequences, and contribute to instability in global economy, a decrease in supply or cause a decrease in worldwide demand for certain goods and, thus, shipping. Regarding the possible impact of supply chain disruptions that have or may emanate from the military conflict in Ukraine, our operations have not been affected materially and we do not expect them to be in the future.

The ongoing military conflict between Israel and Hamas has had a direct and indirect impact on the trade of crude oil and refined petroleum products. In addition, since November 2023, vessels in and around the Red Sea have faced an increasing number of attempted hijackings and attacks by drones and projectiles launched from Yemen which armed Houthi groups have claimed responsibility for and which have resulted in casualties and sunken or damaged vessels. President Trump’s proposal to annex Gaza has raised fears that Yemen’s Houthi militant group could renew its threat against commercial ships crossing the Red Sea, after declaring in January 2025 that it would stop targeting most vessels following the Israel-Hamas ceasefire. On October 9, 2025, Israel, Hamas, the United States and other countries in the region agreed to a framework for a ceasefire in Gaza between Israel and Hamas, which, if sustained, could reduce regional instability in the Eastern Mediterranean. However, whether the ceasefire will be sustained or will result in a lasting de-escalation of tensions in the region is unknown. Such events may have unpredictable consequences and contribute to instability in the global economy or cause a decrease in worldwide demand for certain goods and, thus, shipping. Heightened security risks because of attacks on merchant vessels transiting through the Red Sea to or from the Suez Canal has led to an increase in ton-mile demand for vessels as more vessel owners are opting to re-route their vessels around the Cape of Good Hope. In addition, in July 2025, the Houthis pledged to target ships belonging to any company that conducts business with Israeli ports, and in September 2025 used a cruise missile and two drones to target a container ship.

On February 28, 2026, the United States and Israel launched strikes against Iran, killing Iran’s supreme leader Ayatollah Khamenei. In retaliation, Iranian missiles and drones targeted Israel and a number of countries that host U.S. military bases—including Bahrain, the United Arab Emirates, Kuwait, Qatar and Saudi Arabia—and Hezbollah fired projectiles at Israel. While there is significant uncertainty about the duration of the war in Iran, the White House has stated that it may be a protracted engagement. These events have destabilized the region and may lead to significant disruptions across all sectors of the shipping industry. Further, shipping through the Strait of Hormuz, a waterway essential to the shipment of crude oil and refined petroleum, may experience prolonged disruption. Iran’s Islamic Revolutionary Guard Corps has warned vessels to avoid the passage. Increased electronic interference may affect navigational and tracking systems, which would heighten the risk of vessel collisions. Although it is impossible to predict exactly how this conflict will affect the tanker industry, it is very likely that a prolonged war will have significant impacts across the sector.

In general, war and global conflicts can have direct and indirect impact on the trade of crude oil and refined petroleum products. The effect, if any, of any particular war or conflict is hard to predict in consequences, severity and length of time, but could have an impact on shipping and the tanker market. 87

Table of Contents Inflation has had an impact on our vessel operating expenses and corporate overheads. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Oil transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.

Significant changes or developments in U.S. laws and policies, such as laws and policies surrounding international trade, foreign affairs, and investment in the territories and countries where we or our customers operate, or the perception that they may occur, can depress shipping demand and amplify volatility in the tanker market. In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits. Many of these reciprocal tariffs went into effect in August 2025. Some of these tariffs, including the 10% baseline tariff, were imposed under the International Emergency Economic Powers Act, or the IEEPA. In February 2026, the Supreme Court of the United States struck down the tariffs imposed via the IEEPA. Although the IEEPA tariffs were ruled illegal, tariffs imposed through other measures still remain in effect. Further, President Trump, using the Trade Act of 1974, has implemented temporary, 150-day 10% tariff on all imports. The tariff imposed under the Trade Act of 1974 are set to expire on July 24, 2026, and the Trump administration may increase the tariff to 15%. The scope and durability of current and future tariff measures are uncertain. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain.

Important Measures and Definitions for Analyzing Results of Operations

We use a variety of financial and operational terms and concepts. These include the following:

Calendar days. We define calendar days as the total number of days the vessels were in our possession for the relevant period. Calendar days are an indicator of the size of our fleet during the relevant period and affect the amount of expenses that we record during that period.

Operating days. We define operating days as the number of calendar days in a period less any scheduled or unscheduled days that our vessels are off-hire due to unforeseen technical circumstances. We and the shipping industry uses operating days to measure the aggregate number of days in a period that our vessels actually generate revenues.

Off-hire. The period a vessel is not being chartered or is unable to perform the services for which it is required under a charter.

Fleet utilization. We calculate fleet utilization by dividing the number of operating days during a period by the number of calendar days during that period. We and the shipping industry use fleet utilization to measure a company’s efficiency in minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or scheduled guarantee inspections in the case of new buildings, vessel upgrades, special or intermediate surveys and vessel positioning.

Daily Time Charter Equivalent (“TCE”) Rate. The Daily Time Charter Equivalent Rate (“Daily TCE Rate”) is a measure of the average daily revenue performance of a vessel. The Daily TCE Rate and time charter equivalent revenue are not measures of revenue under U.S. GAAP (i.e., they are non-GAAP measures) or IFRS and should not be considered as alternatives to any measure of revenue and financial performance presented in accordance with IFRS. We calculate Daily TCE Rate by dividing revenues (time charter and/or voyage charter revenues), less commission and voyage expenses (which then equals “time charter equivalent revenue”), by the number of operating days during that period. Our calculation of the Daily TCE Rates and time charter equivalent revenue may not be comparable to that reported by other companies.

Daily vessel operating expenses, including technical management fees. Daily vessel operating expenses, including technical management fees, calculated as the sum of vessel operating expenses and technical management fees divided by the calendar days of the period, is an alternative performance measure that provides meaningful information to our management with regards to our vessels’ efficiency and deployment. Our calculation of daily vessel operating expense, including technical management fees, may deviate from that reported by other companies. 88

Table of Contents Performance Indicators

The figures shown below are financial and non-financial statistical metrics used by management to measure performance of our vessels. For the “Fleet Data” figures, there are no comparable GAAP or IFRS measures.

In the shipping industry, economic decisions are based on vessels’ deployment upon anticipated Daily TCE Rates and time charter equivalent revenue, and industry analysts typically measure shipping freight rates in terms of Daily TCE Rates. This is because under time-charter and bareboat contracts the customer usually pays the voyage expenses, while under voyage charters the ship-owner usually pays the voyage expenses, which typically are added to the hire rate at an approximate cost. In a voyage charter contract, consideration is received for the use of a vessel between designated ports for the duration of the voyage only, at an agreed upon rate per volume of cargo carried. In a time charter contract, the customer (also known as the charterer) is responsible to pay for fuel consumed and port expenses incurred during the agreed period of time. In a voyage charter contract, the Company is responsible for maintaining the voyage, including vessel scheduling and routing, as well as any related voyage expenses, such as fuel, port and other expenses. Under voyage charters, the majority of voyage expenses are generally borne by us whereas for vessels in a pool, such expenses are borne by the pool operator. In a bareboat charter, the customer pays for all of the vessel’s operating expenses, and undertakes to maintain the vessel in a good state of repair and efficient operating condition and drydock the vessel during this period as per the classification society requirements. We may incur voyage related expenses when positioning or repositioning vessels before or after the period of a time or other charter, during periods of commercial waiting time or while off-hire during drydocking or due to other unforeseen circumstances. Because of the different nature of these types of arrangements, the amount of revenues earned by the Company can differ significantly between them.

Consistent with industry practice, we use the Daily TCE Rates and time charter equivalent revenue because they provide a means of comparison between different types of vessel employment and, therefore, assist in evaluating their financial performance and in our decision-making process regarding the deployment and use of our vessels and in evaluating our financial performance. The Daily TCE rate is a non-GAAP and non-IFRS measure. We believe the Daily TCE Rate and time charter equivalent revenue provide additional meaningful information in conjunction with Revenue, the most directly comparable GAAP and IFRS measure, because they assist our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. The Daily TCE Rate and time charter equivalent revenue are measures used to compare period-to-period changes in a company’s performance and, management believes that the Daily TCE Rate and time charter equivalent revenue provide meaningful information to our investors.

In evaluating our financial condition, we focus on the below measures to assess our historical operating performance and we use future estimates of the same measures to assess our future financial performance. In assessing the future performance of our fleet, the greatest uncertainty relates to future charter rates at the expiration of a vessel’s present period employment, whether under a time charter or a bareboat charter. Decisions about future purchases and sales of vessels are based on the availability of excess internal funds, the availability of financing and the financial and operational evaluation of such actions and depend on the overall state of the shipping market and the availability of relevant purchase candidates.

​	​	​	​	​	​	​	​
​	​ ​ ​	Year Ended December 31,
​	​	2025	​ ​ ​	2024	​ ​ ​	2023	****
Fleet Data:		​		​		​	​
Calendar days		5,110		5,124		5,110	​
Operating days		5,025		4,954		5,023	​
Fleet utilization		98	%	97	%	98	%

​ 89

Table of Contents The following is a reconciliation of revenue to time charter equivalent revenue and the calculation of Daily TCE rate for the periods presented:

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
(Expressed in U.S. Dollars)		​	​		​	​		​	​
Revenue	​	$	391,548,819	​	$	393,229,831	​	$	413,096,606
Voyage expenses	​	$	(121,870,584)	​	$	(127,196,305)	​	$	(109,559,239)
Commissions	​	$	(4,262,645)	​	$	(3,997,596)	​	$	(5,757,159)
Time charter equivalent revenue	​	$	265,415,590	​	$	262,035,930	​	$	297,780,208
Operating days	​		5,025	​		4,954	​		5,023
Daily TCE Rate	​	$	52,823	​	$	52,898	​	$	59,281

​

The following table reconciles our vessel operating expenses to daily vessel operating expenses, including management fees (a non-GAAP and non-IFRS measure). Daily operating expenses, including management fees, are derived by dividing vessel operating expenses, including management fees by calendar days. We believe Daily operating expenses, including management fees, provides additional meaningful information in conjunction with Vessel operating expenses, the most directly comparable GAAP and IFRS measure, because it provides meaningful information to our investors in evaluating our financial performance and improves comparability of our performance from period to period.

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
​	​ ​ ​	2025		​ ​ ​	2024		​ ​ ​	2023
(Expressed In U.S. Dollars)		​	​		​	​		​	​
Vessel operating expenses	​	$	45,240,447	​	$	42,434,258	​	$	41,742,285
Management fees	​	$	4,599,000	​	$	4,611,600	​	$	4,599,000
Vessel operating expenses, including management fees	​	$	49,839,447	​	$	47,045,858	​	$	46,341,285
Calendar days	​	$	5,110	​	$	5,124	​	$	5,110
Daily vessel operating expenses, including management fees	​	$	9,753	​	$	9,181	​	$	9,069
Daily vessel operating expenses, excluding management fees	​	$	8,853	​	$	8,281	​	$	8,169

​

E.	Critical Accounting Estimates

Because we apply in our primary financial statements IFRS as issued by the IASB, we are not required to discuss information about our critical accounting estimates here. For a description of our critical accounting judgements and key sources of estimation uncertainty, see Note 5, Critical Accounting Judgments and Key Sources of Estimation Uncertainty, to our annual audited consolidated financial statements included in this Annual Report.

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Table of Contents ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.	Directors and Senior Management

Set forth below are the names, ages and positions of our directors and executive officers (i.e., our senior management). Members of our board of directors are elected annually. Officers are elected from time to time by vote of our board of directors and hold office until a successor is elected. The business address of each of our directors and executive officers listed below is the address of our principal executive offices: c/o OET Chartering Inc., Ethnarchou Makariou Ave. & 2 D. Falireos St., 185 47 N. Faliro, Greece.

​	​	​	​	​
Name	​ ​ ​	Age	​ ​ ​	Position
Aristidis Alafouzos	​	39	​	Chief Executive Officer
Ioannis Alafouzos	​	68	​	Chairman and Director
Iraklis Sbarounis	​	40	​	Chief Financial Officer
Christopher Papaioannou	​	37	​	Chief Commercial Officer
Daniel Gold	​	58	​	Director*
Charlotte Stratos	​	71	​	Director*
Francis Dunne	​	70	​	Director*
Petros Siakotos Konstantinidis	​	61	​	Director*
Dimitrios Papalexopoulos	​	43	​	Director
Robert Knapp	​	59	​	Director*
Joshua Nemser	​	41	​	Director*
*	Independent Director
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Biographical information with respect to each of our directors and executives is set forth below.

Aristidis Alafouzos has served as our Chief Executive Officer since December 2022. He previously served as our Chief Operating Officer from 2018 until December 2022. Mr. Alafouzos has worked with KMC for eight years and is involved in chartering, projects and vessel sale and purchase. He studied International Relations at Boston University and holds an M.Sc. in Shipping Trade and Finance from Bayes Business School (formerly known as Cass Business School) of City University in London. He has been a board member of Gard P. & I. LTD since 2019. Aristidis Alafouzos is the son of our Chairman, Ioannis Alafouzos.

Ioannis Alafouzos has served as our Chairman and as a member of our board of directors since our inception. Mr. Alafouzos previously served as our Chief Executive Officer from our inception until December 2022. Mr. Alafouzos began his career in shipping in 1981 and has over 40 years of experience in all facets of the industry. Mr. Alafouzos founded Kyklades Maritime Corporation’s tanker arm and has been the key strategist for the company’s cyclical asset plays. Mr. Alafouzos holds an MA from Oxford University in History of Economics. He was a member of the ABS Technical Committee from 2005-2009, a board member of Ionian and Popular Bank in the 1990’s, and a board member of the Hellenic Chamber of Shipping in the 1980’s. Mr. Alafouzos also holds other interests outside of shipping, including in media and professional sports. Ioannis Alafouzos is the father of our Chief Executive Officer, Aristidis Alafouzos.

Iraklis Sbarounis has served as our Chief Financial Officer since January 2023. Mr. Sbarounis was previously with the TMS Group for 14 years, most recently having served as its Group CFO. He also served as Ocean Rig UDW’s (formerly listed on NASDAQ) Chief Financial Officer, Corporate Secretary and Director, until its merger with Transocean in 2018, and prior to that as its VP Business Development. He started his career in investment banking with BNP Paribas. Mr. Sbarounis has extensive experience in dealing with corporate finance, commercial and investment matters as an executive in the shipping industry, as well as in capital markets. He holds a B.S. degree in Management Science from the Massachusetts Institute of Technology (MIT) and a M.Sc. degree in Finance and Economics from the London School of Economics and Political Science (LSE).

Christopher Papaioannou has served as our Chief Commercial Officer since May 2023. He began his career in the chartering department of KMC. Prior to becoming our CCO, he served as the Head of Chartering for OET Chartering Inc., a wholly owned subsidiary of Okeanis Eco Tankers Corp., since June 2018. He holds a Bachelor’s degree in Economics from New York University. 91

Table of Contents Daniel Gold has been a director since our inception. Mr. Gold is the founder and CEO of QVT Financial LP (“QVT”), an asset management company with offices in New York and New Delhi. QVT, through its managed and affiliated multi-strategy funds, is an experienced global investor in multiple industries, including biotech, financial, and the shipping and offshore industries. Mr. Gold holds an A.B. in Physics from Harvard College. Mr. Gold also currently serves on the board of public companies Roivant Sciences Ltd., and Awilco Drilling PLC, in addition to various private companies.

Charlotte Stratos has been a director since our inception. She has served as a Senior Advisor to Morgan Stanley’s Investment Banking Division Global Transportation Group from 2008 to 2020. From 1987 to 2007, Ms. Stratos was Managing Director and head of Global Greek Shipping for Calyon Corporate and Investment Bank of the Credit Agricole Group. Ms. Stratos served in various roles with Bankers Trust Company as Vice President of Greek shipping finance from 1976 to 1987. She currently serves as an independent director and audit committee member of Costamare Inc., a containership company listed on the NYSE. Previously, she held the position of independent director for Hellenic Carriers Limited, a shipping company listed on London’s AIM between 2007 to 2016 and as a board member of Emporiki Bank from 2006 to 2008.

Francis “Frank” Dunne has been a director since May 2024. He has more than 40 years’ legal experience in maritime law and transactions involving major international shipping finance lenders, joint ventures, charter structures, new building contracts, ship and corporate acquisitions, and commercial shipping transactions for major international shipowners. Mr. Dunne was a Partner of Watson Farley & Williams LLP from March 1984 to April 2021 and served as its Chairman from 2006 to 2018 and as its Senior Advisor from October 2021 to November 2022. He established Watson Farley & Williams’ presence in Greece and remains a prominent figure in Greek shipping and finance circles, acting as a senior advisor to various maritime and related entities since 2021. Mr. Dunne was a senior non-executive director of Taylor Maritime Investments Limited, a UK listed investment trust company from September 2022 to September 2024, and served as its Interim Chair for six months in 2023. Mr. Dunne is also currently a director of Adaptogen Capital Management Limited, which manages a UK fund established for the development and operation of large battery storage facilities. He is a qualified English solicitor and holds an MA in history and law from Downing College Cambridge University.

Petros Siakotos Konstantinidis has been a director since December 2021. He has spent most of his career in international banking, successively with Salomon Brothers, HSBC, Credit Suisse and as Managing Director at UBS Russia. He has advised the Greek and Russian governments in key privatizations and has helped corporate clients with numerous equity and debt raising and strategic transactions. He then served as Senior Advisor to EBRD for the Greek market until 2018. For more than 20 years, until late 2023, he served as a director and chief financial officer at NUR MINOS, a company developing renewable energy generation projects and he was involved in several energy efficiency initiatives. Mr. Siakotos Konstantinidis is also a director in Inspiration Holdings Limited, a private investment company, and in Res Capital S.A., a private equity firm. Mr. Siakotos Konstantinidis has a BA from Yale University and an MBA from the Anderson School of Management at UCLA.

Dimitrios Papalexopoulos has been a director since May 2025. He is a business executive with experience in management, business development, operations and commercial marketing across media, publishing, technology and fast-moving consumer goods. He is currently and has been since 2022 the Managing Director of Kathimerines Ekdoseis, a media and publishing company, and publisher of prominent Greek newspaper Kathimerini. He was previously its Chief Business Officer from 2019 to 2021. Prior to joining Kathimerines Ekdoseis, Mr. Papalexopoulos held senior positions in business development, sales, and brand management in Google between 2011 and 2018 and in Procter & Gamble between 2007 and 2010. He holds a B.A. in International and European Economic Studies from the Athens University of Economics and Business, a B.Sc. in Business Administration from the American College of Greece, an M.Sc. in International Employment Relations and HR Management from the London School of Economics and Political Science (LSE), and an MBA from the Massachusetts Institute of Technology (MIT) under the Sloan Fellows Program. Mr. Papalexopoulos has been a member of the Governing Council of the Athens University of Economics and Business since 2023.

Robert Knappwas initially a director since our inception, resigned in October 2025 and was reappointed to the Board of Directors in February 2026. He is the CIO of Ironsides Partners, an investment manager based in Boston, which he founded in 2007. Mr. Knapp serves as a director of several investment companies, including Barings BDC, which is listed on the NYSE, DP Aircraft Ltd, which is listed on the London Stock Exchange, the African Opportunity Fund Ltd, Pacific Alliance Asian Opportunity Fund, Pacific Alliance Capital Structure Opportunity Fund and Pacific Alliance Group Asset Management based in Hong Kong. Mr. Knapp previously served as a director of MPC Container Ships AS at the time of its founding. He is a graduate of Princeton University and Oxford University. 92

Table of Contents Joshua Nemserwas initially a director since our inception, resigned in October 2025 and was reappointed to the board of directors in February 2026. He is the founder and chief investment officer of Nine Left Capital LP, an asset management firm. Prior to April 2024, he was a senior portfolio manager at VR Capital Group, where he oversaw the portfolio and members of the firm’s NA+ team. Before joining VR, Mr. Nemser was an investment banking associate at Moelis & Company, where he advised on a range of mergers, acquisitions, recapitalizations, and restructurings. Prior to Moelis, he was an attorney in the Business Finance & Restructuring department of Weil, Gotshal & Manges. Prior to Weil, he served as a vice president and chief pilot of a federally certificated air carrier. Mr. Nemser holds a J.D. from the New York University School of Law, where he graduated magna cum laude, and a B.S. in business administration from the University of Southern California. He is a licensed airline transport pilot with over 2,000 flight hours.

Aristidis Alafouzos is the son of our Chairman, Ioannis Alafouzos. Other than the aforementioned, there are no other family relationships between any of our directors or senior management. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. See, however, the covenants of our loan arrangements.

The Company is not aware of any agreements or arrangements between any director and any person or entity other than the Company relating to the compensation or other payments in connection with such director’s candidacy or service as a director of Okeanis.

B.	Compensation

Our directors, except our Chairman, who has waived such right, are each entitled to receive $45,000 in cash per year, from the respective start of their service on our Board of Directors. Directors who serve as committee chairs or members of a committee receive annual fees of $15,000 and $10,000 per committee, respectively. In addition, each director is entitled to a reimbursement for traveling and other minor out-of-pocket expenses. Our directors have standard letters of appointment but do not receive any benefits upon termination of their directorships. For the year ended December 31, 2025, the compensation paid, in the aggregate, to our directors was $0.4 million (2024:$0.5 million and 2023:$0.5 million). Each director is fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law. For the year ended December 31, 2025, the remuneration expense, in the aggregate, to our executive officers was $5.0 million (2024:$4.8 million and 2023:$3.6 million) that comprise salaries, bonuses, directors’ and officers’ liability insurance cover, telecommunications, travel and other expenses. Our executive officers are each paid a salary. Prior to June 2025, our directors, except our Chairman, who waived such right, received $75,000 in cash per year, but there were no fees paid to directors who served as committee chairs or members of a committee.

While each of our executive officers has an employment agreement with us, none of them provide for benefits upon termination of employment or change of control except as described in this paragraph. Each such employment agreement provides for a total agreed annual compensation. It further provides for an additional bonus dependent on certain mutually agreed goals with us. Each such employment agreement provides for three months’ severance pay if the officer’s employment is terminated within five years of commencement and an amount determined in accordance with Greek labor law if terminated after five years of employment. Upon the termination of employment, whether by the employee or us, the employee will complete three months of garden leave and shall receive salary and a proportional bonus during that time. In line with NYSE requirements, we have established a clawback policy which, subject to limited exceptions, requires that any incentive compensation (including both cash and equity compensation) paid to any current or former executive officer on or after October 2, 2023 is subject to recoupment if (i) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct; and (ii) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the date the restatement (“Clawback Policy”). The full text of our Clawback Policy is included as Exhibit 97.1 to this Annual Report.

We do not have a retirement plan for our officers or directors. 93

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C.	Board Practices

Director Independence

Our board of directors has determined that Mr. Gold, Ms. Stratos, Mr. Dunne, Mr. Siakotos Konstantinidis, Mr. Knapp and Mr. Nemser are “independent directors” as defined in the NYSE listing standards and Rule 10A-3 of the Exchange Act. We currently intend to maintain a board of directors comprised of a majority of independent directors. As a foreign private issuer, we are exempt from certain NYSE requirements that are applicable to U.S. domestic companies, including the requirement to maintain a board of directors comprised of a majority of independent directors. See “Item 16G. Corporate Governance.”

Board Committees

Our board of directors has an audit committee, a nominating/corporate governance committee and a remuneration committee. Our board of directors has adopted a charter for each of the audit committee, the nominating/corporate governance committee and the remuneration committee, as well as a code of business conduct and ethics that governs the conduct of our directors, officers, employees and agents. From time-to-time our board of directors may create special committees to address particular situations or transactions, such as potential conflict of interest transactions that may arise with our affiliates or related parties. The members’ duration and powers of any special committee will be as established by the board of directors as appropriate for the particular situation or transaction. In addition, we adopted Corporate Governance Guidelines that set out guidelines regarding our board’s role, composition, director selection and compensation, among other things, and also set out the methods for communicating with the chairperson of any of the audit, nominating/corporate governance and remuneration committees or the non-management or independent directors of Okeanis as a group. Each of the Corporate Governance Guidelines, Code of Business Conduct and Ethics, audit committee charter, nominating/corporate governance committee charter and the remuneration committee charter is available on the Corporate Governance section of our website at www.okeanisecotankers.com and in print to any shareholder upon request. Information on or accessed through our website does not constitute a part of this Annual Report and is not incorporated by reference herein.

Audit Committee

Our audit committee consists of Charlotte Stratos (Chairperson), Petros Siakotos Konstantinidis and Frank Dunne, each of whom is an independent director. Our board of directors has determined that the members of the audit committee meet the applicable independence requirements of the Commission, the NYSE and the Oslo Stock Exchange. Ms. Stratos is also our audit committee financial expert.

The audit committee has powers and performs the functions customarily performed by such a committee (including those required of such a committee by the NYSE and the Commission, as well as the Oslo Stock Exchange). The audit committee is responsible for (a) assisting in the Board’s supervision of the Company’s financial reporting process, (b) monitoring the systems for internal control and risk management, (c) maintaining continuous contact with the Company’s auditor, an independent registered public accounting firm, regarding the audit of the annual accounts and (d) reviewing and monitoring the independence of the Company’s auditor, including in particular the extent to which the auditing services provided by the auditor or the audit firm represent a threat to the independence of the auditor.

Pursuant to NYSE Rule 303A.07, the NYSE requires that the audit committee of a listed U.S. company have a minimum of three members. However, as a foreign private issuer we are permitted to follow home country practice, and as permitted under Marshall Islands law (which does not require a minimum of three directors), our audit committee is not required to consist of three members. See “Item 16G. Corporate Governance.”

Remuneration Committee

Our remuneration committee consists of Charlotte Stratos (Chairperson), Robert Knapp and Frank Dunne, each of whom is an independent director. The remuneration committee determines, reviews and approves or recommends the approval of the salaries and other remuneration for our executive officers and directors and reviews other matters relating to remuneration and other material employment issues relating to our executive officers and directors, including insurance matters and oversees the administration of the Company’s compensation plans. 94

Table of Contents Nominating/Corporate Governance Committee

Our nominating/corporate governance committee consists of Petros Siakotos Konstantinidis (Chairperson), Charlotte Stratos and Frank Dunne. The nominating/corporate governance committee (a) identifies individuals qualified to become board members and selects or recommends to the board for selection candidates for directorships to be filled by the board or by shareholders; (b) makes recommendations to the board concerning committee appointments; (c) reviews and makes recommendations for executive management appointments; (d) develops, recommends to the board and annually reviews a set of corporate governance guidelines for the Company; (e) oversees the Company’s compliance with the Foreign Corrupt Practices Act; and (f) oversees and coordinates the annual evaluation of the board and its chairperson, the board committees and management.

Foreign Private Issuer Exemption

In general, under the NYSE corporate governance standards, foreign private issuers, as defined under the Exchange Act, are permitted to follow home country corporate governance practices instead of the corporate governance practices of the NYSE. Please see “Item 16G. Corporate Governance.” If at any time we cease to be a “foreign private issuer” under the rules of the NYSE and the Exchange Act, as applicable, our board of directors will be required to take all action necessary to comply with the NYSE corporate governance rules.

Due to our status as a foreign private issuer and our intent to follow certain home country corporate governance practices, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all the NYSE corporate governance standards. See “Item 10.B. — Memorandum and Articles of Association,” “Item 16G. Corporate Governance” and Exhibit 2.2 to this Annual Report.

D.	Employees

As of December 31, 2025, we employed approximately 14 people in our offices in Greece, through our wholly owned subsidiary OET Chartering Inc., compared to 13 employees as of December 31, 2024 and 14 employees as of December 31, 2023. KMC provides technical management services in respect of our vessels and ensures that all seamen have the qualifications and licenses required to comply with international regulations and shipping conventions, and that our vessels employ experienced and competent personnel.

E.	Share Ownership

As of March 18, 2026, the beneficial interests of our directors and officers in our common shares were as follows, based on 39,044,655 common shares outstanding (and not taking into account any shares held in treasury):

​	​	​	​	​	​	​	​
Name	​ ​ ​	Position	​ ​ ​	Shares held	​ ​ ​	Percentage	****
Ioannis Alafouzos^(1)^		Chairman and Director		11,456,223		29.3	%
Daniel Gold		Director		—		—	​
Francis Dunne		Director		—		—	​
Charlotte Stratos		Director		—		—	​
Petros Siakotos Konstantinidis		Director		—		—	​
Dimitrios Papalexopoulos	​	Director	​	—	​	—	​
Robert Knapp^(2)^	​	Director	​	150,000	​	*	%
Joshua Nemser	​	Director	​	—	​	—	​
Aristidis Alafouzos		Chief Executive Officer		79,800		*	%
Iraklis Sbarounis		Chief Financial Officer		8,470		*	%
Christopher Papaioannou		Chief Commercial Officer		11,200		*	%
*	Denotes less than 1.0%.
---	---
(1)	Shares owned both directly and beneficially owned through Glafki Marine Corp.
---	---
(2)	Mr. Knapp owns his shares through a retirement account as well as Ironsides Energy LLC, an entity that he wholly owns.
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F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.
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None. 95

Table of Contents ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.	Major Shareholders

The table below sets forth the beneficial ownership of our common shares by each person we know to beneficially own more than 5% of our common stock based upon 39,044,655 common shares outstanding as of March 18, 2026, and the amounts and percentages as are contained in the public filings of such persons and based on knowledge of the Company. While we have 695,892 shares held in treasury, those shares are not deemed outstanding for purposes of these calculations. The beneficial ownership of our shares below is based on each director’s, officer’s or shareholder’s respective filing(s) with the SEC (such as a Form 3 or Schedule 13G or any amendment thereto) unless we have been advised otherwise. The number of common shares beneficially owned by each person is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person beneficially owns any shares as to which the person has or shares voting or investment power. In addition, under SEC rules, a person beneficially owns any common shares that the person or entity has the right to acquire within 60 days through the exercise of any right. All of the shareholders, including the shareholders listed in this table, are entitled to one vote per common share held.

​	​	​	​	​	​
Name of Beneficial Owner	​ ​ ​	Number of Shares held	​ ​ ​	Shareholding Percentage	****
Ioannis Alafouzos^(1)^		11,456,223		29.3	%
Themistoklis Alafouzos^(2)^		6,641,934		17.0	%
(1)	Ioannis Alafouzos owns 437,286 common shares directly and 11,018,937 common shares beneficially through Glafki Marine Corp., a company of which he is the beneficial owner.
---	---
(2)	Themistoklis Alafouzos owns 6,641,934 common shares beneficially through Hospitality Assets Corp., a company of which he is the beneficial owner.
---	---

As of December 31, 2025, 2024 and 2023, Ioannis Alafouzos beneficially owned 32.3%, 35.6% and 35.6% of our common shares, respectively.

As of December 31, 2025, 2024 and 2023, Themistoklis Alafouzos beneficially owned 18.8%, 20.6% and 22.4% of our common shares, respectively.

As of March 18, 2026 we had one shareholder of record, Cede & Co., a nominee of The Depository Trust Company, which is located in the United States and held all 39,044,655 of our issued and outstanding common shares. We believe that the common shares that are held by Cede & Co. include common shares beneficially owned by both holders in and outside of the United States. Our major shareholders have the same voting rights as our other shareholders. We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Okeanis. In the normal course of business, there have been institutional investors that buy and sell our shares. It is possible that significant changes in the percentage ownership of these investors will occur.

B.	Related Party Transactions

Management Agreements

Please see “Item 4.B. Business Overview — Management of Our Fleet” for a description of the management of our vessels, or any vessels we may acquire, including of the amended technical management agreements with respect thereto. The daily management fee we pay to KMC for the technical management of our vessels in 2024 and 2025 was $900 per vessel and increased to $980 per vessel effective January 1, 2026. 96

Table of Contents Amounts Paid to Vessel Owning Companies Privately Owned by Members of the Alafouzos Family

For the sake of operational convenience, various expenses or other liabilities that are required to be paid by us, are from time to time instead paid by or on behalf of the vessel owning companies privately owned by the Alafouzos family, or by KMC, and recorded as unsecured amounts payable/receivables, with no fixed terms of payment. The purpose is to optimize capital management and to secure volumetric discounts. Examples of the types of expenses and liabilities giving rise to such payables/receivables due/from to the vessel owning companies privately owned by members of the Alafouzos family include, without limitation, bunker fuel, port expenses, canal fees and other operating expenses. There were no amounts due to/from vessel owning companies privately owned by members of the Alafouzos family as of December 31, 2025 and as of December 31, 2024.

Shared Services Agreement

Please see “Item 4.B. Business Overview — Management of Our Fleet” for a description of the shared services agreement that we have entered into with KMC. There is no additional fee payable under this agreement.

ETS Services Agreement

Please see “Item 4.B. Business Overview — Management of Our Fleet” for a description of the ETS services agreements that we have entered into with KMC. There is no additional fee payable under these agreements.

Registration Rights Agreement

On December 6, 2023, we entered into a registration rights agreement with Hospitality Assets Corp. and Glafki Marine Corp., pursuant to which we have granted them and their affiliates (including Ioannis Alafouzos, Themistoklis Alafouzos and certain of their transferees) the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act our common shares held by them. Under the registration rights agreement, these persons have the right to request us to register the sale of shares held by them on their behalf and may require us to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, these persons have the ability to exercise certain piggyback registration rights in connection with registered offerings requested by other shareholders or initiated by us.

Employment of Relative of our Chairman

Mr. Ioannis Alafouzos has been a director and chairman of the board of directors of Okeanis since our inception and was our Chief Executive Officer until December 2022. Mr. Aristidis Alafouzos, the son of Mr. Ioannis Alafouzos, was our Chief Operating Officer until December 2022 and thereafter became our Chief Executive Officer.

Lease of Office Space

OET Chartering Inc. leases our office space in Piraeus from SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON, an entity owned by Themistoklis Alafouzos. On August 1, 2018, OET Chartering Inc. entered into a lease agreement for 165.28 square meters of office space for our operations with SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON at a monthly rate of Euro 890. The lease expired on July 31, 2024 and on August 1, 2024 OET Chartering Inc. entered into an amendment to such lease to extend the term until July 31, 2028. The total expense recognized in the consolidated statements of profit and loss and other comprehensive income for the years ended December 31, 2025, 2024 and 2023 amounted to $28,908, $23,151 and $22,040, respectively.

Set-Off and Cancellation of Intragroup Debt

Okeanis and various of Okeanis’s subsidiaries had intercompany payables and receivables to each other and among one another. All of those payables and receivables are eliminated upon consolidation of our accounts. Okeanis and its subsidiaries entered into an agreement, effective December 31, 2025, to set-off and eliminate all of these payables and receivables among one another.

C.	Interests of Experts and Counsel

Not applicable. 97

Table of Contents ITEM 8. FINANCIAL INFORMATION

A.	Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements”.

Legal Proceedings

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. To our knowledge, we are not a party to any material litigation where claims or counterclaims have been filed against us other than routine legal proceedings incidental to our business. We have not been involved in any legal proceedings that we believe may have a significant effect on our business, financial position, operating results or liquidity, and we are not aware of any proceedings that are pending or threatened that may have a material effect on our business, financial position, operating results or liquidity.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally property damage and personal injury claims. We expect that these claims would be covered by our existing insurance policies, subject to certain deductibles. However, those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

Dividend Policy

The declaration, timing and amount of any dividend is subject to the discretion of our board of directors and will be dependent upon our earnings, financial condition, market prospects, capital expenditure requirements, investment opportunities, restrictions in our loan agreements, the provisions of the Marshall Islands law affecting the payment of dividends to shareholders, overall market conditions and other factors. Subject to these limitations, we seek to offer our shareholders with a competitive yield which is reflective of the cash flows generated by us, and currently intend to pay dividends in an amount depending on and taking into consideration the amount of our net profits, after adjusting for non-recurring items, working capital needs, our capital structure and other discretionary items as our board of directors decides, from time to time. We define “net profits” as the profit for the relevant period, as disclosed in Okeanis’s published consolidated statement of profit or loss and other comprehensive income. We have no written dividend policy and are able to adopt, amend, change or terminate any dividend policy in the future.

We can provide no assurance that dividends will be paid in the future and there may be a high degree of variability from period to period in the amount of cash, if any, that is available for the payment of dividends. Please see “Item 3.D. Risk Factors — Risks Related to our Common Shares — Our ability to declare and pay dividends to holders of our common shares will depend on a number of factors and will always be subject to the discretion of our board of directors.”

Because we are a holding company with no material assets other than the shares of our subsidiaries through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries distributing to us their earnings and cash flow. Our financing arrangements impose certain limitations on our ability to pay dividends and our subsidiaries’ ability to make distributions to us. Please see “Item 5.B. Liquidity and Capital Resources — Credit Facilities and Financing Obligations — Loan Covenants” for further information. 98

Table of Contents During the last three years we have paid the following dividends:

​	​	​	​	​	​	​
​	​	Approximate		​	​	​
​	​	Per Common		​	​	​
Month and Year Paid	​ ​ ​	Share Amount		​ ​ ​	Aggregate Amount
March 2026	​	$	1.55	​	$	60,519,215
December 2025	​	$	0.75	​	$	26,575,158
September 2025	​	$	0.70	​	$	22,535,876
June 2025	​	$	0.32	​	$	10,302,115
March 2025	​	$	0.35	​	$	11,267,938
December 2024*	​	$	0.45	​	$	14,487,349
September 2024*	​	$	1.10	​	$	35,413,519
June 2024*	​	$	1.10	​	$	35,413,519
March 2024*	​	$	0.66	​	$	21,248,111
November 2023*	​	$	0.60	​	$	19,316,465
September 2023*	​	$	1.50	​	$	48,291,162
June 2023*	​	$	1.60	​	$	51,510,573
March 2023*	​	$	1.25	​	$	40,242,635
*	Dividends paid were classified as capital returns for purposes of financial accounting only/a write-down of paid-in capital for financial accounting purposes. Marshall Islands law does not differentiate between what may be considered a return of capital or a dividend for financial accounting purposes and treats all cash given to shareholders as dividends.
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B.	Significant Changes
---	---

There have been no significant changes since the date of the financial statements included in this Annual Report, other than those described in Note 24, Subsequent Events, to our annual audited consolidated financial statements included in this Annual Report.

ITEM 9. THE OFFER AND LISTING

A.	Offer and Listing Details

Our common shares have been listed on the NYSE under the trading symbol “ECO” since December 11, 2023 and on the Oslo Stock Exchange under the trading symbol “OET” since January 29, 2021. In conjunction with the NYSE listing of our common shares, we changed the listing status of our common shares on the Oslo Stock Exchange from a primary listing to a secondary listing. We incurred a trading suspension on the Oslo Stock Exchange of two trading days on December 7 and 8, 2023 in connection with the changes to our share registration structure in order to facilitate the dual listing of our common shares. We also incurred a trading suspension on the Oslo Stock Exchange on November 19, 2025, from opening of trade until 13:15 CET, in order to facilitate an efficient bookbuilding process in connection with our 2025 Registered Direct Offering, and on January 21, 2026, from opening of trade until 13:10 CET, in order to facilitate an efficient bookbuilding process in connection with our 2026 Registered Direct Offering.

Our common shares began trading on Euronext Growth (ex-Merkur Market) on July 3, 2018. On March 8, 2019, our shares began trading on Euronext Expand (ex-Oslo Axess) and ceased trading on Euronext Growth. On January 29, 2021, our shares began trading on the Euronext Oslo Bors and ceased trading on Euronext Expand (ex-Oslo Axess).

B.	Plan of Distribution

Not applicable.

C.	Markets

Our common shares are currently listed on the Oslo Stock Exchange (also known as the Oslo Børs) under the trading symbol “OET” and on the NYSE under the trading symbol “ECO.” All of our shares are in registered form. Our articles of incorporation do not permit the issuance of bearer shares. 99

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D.	Selling Shareholders

Not applicable.

E.	Dilution

Not applicable.

F.	Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A.	Share Capital

Not applicable.

B.	Memorandum and Articles of Association

Our second amended and restated articles of incorporation were filed as Exhibit 1.1 to the Annual Report on Form 20-F filed on April 30, 2024. The information contained in this exhibit is incorporated by reference herein. Our third amended and restated bylaws were filed as Exhibit 1.2 to the Annual Report on Form 20-F that we filed on April 30, 2024. The information contained in this exhibit is incorporated by reference herein. A description of the material terms of our second amended and restated articles of incorporation and our third amended and restated bylaws and of the rights, preferences and restrictions attaching to each class of our shares, and matters relating to our meetings of shareholders, is included in “Description of securities registered under Section 12 of the Exchange Act” which has been filed as Exhibit 2.2 to this Annual Report and is incorporated by reference herein.

Description of Common Shares

Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding preferred shares, holders of common shares are entitled to receive ratably (based on number of shares held) all dividends, if any, declared by our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of our preferred shares having liquidation preferences, if any, the holders of our common shares will be entitled to receive pro rata (based on number of shares held) our remaining assets available for distribution. Holders of our common shares do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of common shares are subject to the rights of the holders of our preferred shares. Please see Exhibit 2.2 to this Annual Report for more information.

Description of Preferred Shares

Our second amended and restated articles of incorporation authorize our board of directors to establish one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including the designation of the series; the number of shares of the series; the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series, including any the dividend terms, redemption, liquidation preference, conversion, and voting rights, if any, of the holders of the series. Please see Exhibit 2.2 to this Annual Report for more information. No preferred shares are currently outstanding.

C.	Material contracts

Attached as exhibits to this Annual Report are the contracts we consider to be both material and outside the ordinary course of business and are to be performed in whole or in part after the filing of this Annual Report. We refer you to “Item 4.A. History and Development of the Company,” “Item 4.B. Business Overview,” “Item 5.B. Liquidity and Capital Resources,” “Item 6.B. Compensation,” “Item 7.B. Related Party Transactions,” “Item 10.B. Memorandum and Articles of Association” and “Description of Securities” filed as Exhibit 2.2 hereto for a discussion of these contracts. Other than as discussed in this Annual Report, we have no material contracts, other than contracts entered into in the ordinary course of business, to which we are a party. 100

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D.	Exchange controls

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls, or restrictions that affect the remittance of dividends, interest or other payments to holders of our shares that are neither Marshall Islands resident nor Marshall Islands citizens.

E.	Taxation

The following is a discussion of the material Marshall Islands, Liberian, Greek and U.S. federal income tax considerations relevant to a U.S. Holder and a Non-U.S. Holder, each as defined below, with respect to the ownership and disposition of our common shares. The discussion of U.S. federal income tax matters is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. This discussion does not purport to deal with the tax consequences of owning common shares to all categories of investors, some of which, such as financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common shares as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for the alternative minimum tax or the “base erosion and anti-avoidance” tax, dealers in securities or currencies, U.S. Holders, as defined below, whose functional currency is not the U.S. dollar, persons required to recognize income for U.S. federal income tax purposes no later than when such income is included on an “applicable financial statement” and investors that own, actually or under applicable constructive ownership rules, 10% or more of the vote or value of our shares, may be subject to special rules. This discussion deals only with holders who own the common shares as a capital asset. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or non-U.S. law of the ownership of common shares.

Marshall Islands Tax Consequences

The following is applicable only to persons who are not citizens of and do not reside in, maintain offices in or carry on business or conduct transactions or operations in the Marshall Islands.

Because we (including our subsidiaries) do not, and assuming that we (including our subsidiaries) continue not to, and assuming our future subsidiaries will not, carry on business or conduct transactions or operations in the Marshall Islands, and because we anticipate, and therefore assuming, that all documentation related to any offerings of our securities will be executed outside of the Marshall Islands, under current Marshall Islands law we are not subject to tax on our income or capital gains and our non-resident and non-citizen shareholders will not be subject to Marshall Islands taxation or withholding tax on our dividends. In addition, our non-resident and non-citizen shareholders will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership or disposition of our shares, and our non-resident and non-citizen shareholders will not be required by the Marshall Islands to file a tax return related to our shares.

Liberian Tax Consequences

Under current Liberian law, no Liberian taxes or withholding will be imposed on payments to holders of our securities other than to a holder that is a resident Liberian entity or a resident individual or an individual or entity subject to taxation in Liberia as a result of having a permanent establishment within the meaning of the Liberia Revenue Code of 2000 as amended in Liberia.

Greek Tax Considerations

In January 2013, a tax law 4110/2013 amended the long-standing provisions of art. 26 of law 27/1975 by imposing a fixed annual tonnage tax on vessels flying a foreign (i.e., non-Greek) flag which are managed by a Law 89 company, establishing an identical tonnage tax regime as the one already in force for vessels flying the Greek flag. This tax varies depending on the size of the vessel, calculated in gross registered tonnage, as well as on the age of each vessel. Payment of this tonnage tax completely satisfies all income tax obligations of both the shipowning company and of all its shareholders up to the ultimate beneficial owners. Any tax payable to the state of the flag of each vessel as a result of its registration with a foreign flag registry (including the Marshall Islands) is subtracted from the amount of tonnage tax due to the Greek tax authorities. 101

Table of Contents By virtue of article 6 of new Law 5000/2022, the Addendum to the New Voluntary Contribution Agreement between the Greek Government and the Greek Maritime Community was ratified by the Greek Parliament and is applicable as of January 1, 2022. The rate of the voluntary contribution payable by the members of the Greek Maritime Community has been reduced to 5% on shipping dividends imported in Greece. The rate was previously set at 10%. The New Voluntary Contribution also captures imported amounts related to capital gains from the sale of shares in ship-owning companies or their holding companies. Payment of the Voluntary Contribution continues to satisfy any other Greek tax obligation with respect to the worldwide income of the ultimate shareholders of the companies that fall within the scope of the New Voluntary Contribution Agreement. If the total Voluntary Contribution paid per year is less than EUR 60 million, the members of the Greek Maritime Community undertake the obligation to pay the remaining amount. This threshold has been increased from EUR 40 million. A 10% tax is imposed on special payments and bonuses paid by Greek shipping companies of article 25 L. 27/1975 to members of their Board of Directors, managers, executives and employees on top of their regular salary.

U.S. Federal Income Taxation of our Company

Taxation of Operating Income: In General

Unless exempt from U.S. federal income taxation under the rules discussed below, a foreign corporation is subject to U.S. federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharing arrangement or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as “shipping income,” to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States constitutes income from sources within the United States, which we refer to as “U.S.-source shipping income.”

Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are not permitted by law to engage in transportation that produces income which is considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any U.S. federal income tax.

In the absence of exemption from tax under Section 883 of the Code, our gross U.S.-source shipping income would be subject to a 4% tax imposed without allowance for deductions as described below.

Exemption of Operating Income from U.S. Federal Income Taxation

Under Section 883 of the Code and the regulations thereunder, we will be exempt from U.S. federal income tax on our U.S.-source shipping income if:

(1)	we are organized in a foreign country, or our country of organization, that grants an “equivalent exemption” to corporations organized in the United States; and
(2)	either:
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A.	more than 50% of the value of our stock is owned, directly or indirectly, by individuals or other shareholders described below who are “residents” of or meet certain criteria described below with respect to our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (each such shareholder a “qualified shareholder” and such shareholders collectively, “qualified shareholders”), which we refer to as the “50% Ownership Test,” or
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B.	our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to U.S. corporations, or in the United States, which we refer to as the “Publicly-Traded Test.”
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Table of Contents The Marshall Islands and Liberia, the jurisdictions where we and our shipowning subsidiaries are incorporated, grant an “equivalent exemption” to U.S. corporations. Therefore, we will be exempt from U.S. federal income tax with respect to our U.S.-source shipping income if either the 50% Ownership Test or the Publicly-Traded Test is met.

In order to satisfy the 50% Ownership Test, a non-U.S. corporation must be able to substantiate that more than 50% of the value of its shares is owned, for at least half of the number of days in the non-U.S. corporation’s taxable year, directly or indirectly, by “qualified shareholders.” For this purpose, qualified shareholders are: (1) individuals who are residents (as defined in the Treasury Regulations) of countries, other than the United States, that grant an equivalent exemption, (2) non-U.S. corporations that meet the Publicly- Traded Test and are organized in countries that grant an equivalent exemption, or (3) certain foreign governments, non-profit organizations, and certain beneficiaries of foreign pension funds. In order for a shareholder to be a qualified shareholder, there generally cannot be any bearer shares in the chain of ownership between the shareholder and the taxpayer claiming the exemption (unless such bearer shares are maintained in a dematerialized or immobilized book-entry system as permitted under the Treasury Regulations). A corporation claiming the Section 883 exemption based on the 50% Ownership Test must obtain all the facts necessary to satisfy the IRS that the 50% Ownership Test has been satisfied (as detailed in the Treasury Regulations). We believe that we satisfied the 50% Ownership Test in 2025.

In order to satisfy the Publicly-Traded Test, Treasury Regulations provide, in pertinent part, that stock of a foreign corporation will be considered to be “primarily traded” on an established securities market if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single country. The Treasury Regulations also require that our stock be “regularly traded” on an established securities market. Under the Treasury Regulations, our stock will be considered to be “regularly traded” if one or more classes of our stock representing more than 50% of our outstanding shares, by total combined voting power of all classes of stock entitled to vote and by total combined value of all classes of stock, are listed on one or more established securities markets, and in the case of an established securities market located outside the United States, satisfy certain minimum trading requirements. In addition, even if the “primarily and regularly traded” tests described above are satisfied, a class of shares will not be treated as primarily and regularly traded on an established securities market if, during more than half the number of days during the taxable year, one or more shareholders holding, directly or indirectly, at least 5% of the vote and value of that class of shares, which we refer to as “5% Shareholders,” own, in the aggregate, 50% or more of the vote and value of that class of shares. This is referred to as the “5% Override Rule.” In the event the 5% Override Rule is triggered, the Treasury Regulations provide that the 5% Override Rule will nevertheless not apply if the company can establish that among the closely-held group of 5% Shareholders, sufficient shares are owned by 5% Shareholders that are considered to be “qualified shareholders,” as defined above, to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of the total value of the relevant class of shares held by 5% Shareholders for more than half the number of days during the taxable year.

Our common shares, which are our sole class of issued and outstanding stock that is traded, were traded on the Oslo Stock Exchange and the NYSE in 2025. The NYSE is an established securities market, and our common shares were “primarily traded” on the NYSE in 2025 because the number of our common shares that were traded on the NYSE exceeded the number of shares that were traded on the Oslo Stock Exchange (which is also an established securities market). Furthermore, we believe that our common shares satisfied the “regularly traded” test in 2025. We believe that the 5% Override Rule was triggered in 2025 because 5% Shareholders owned, in the aggregate, 50% or more of the vote and value of our common shares. However, we further anticipate that we will be able to establish that among the closely-held group of 5% Shareholders, sufficient shares are owned by 5% Shareholders that are considered to be “qualified shareholders,” as defined above, to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of the total value of our common shares for more than half the number of days during the taxable year. Therefore, we believe that we satisfied the Publicly-Traded Test in 2025.

Due to the factual nature of the issues involved, there can be no assurance that we will qualify for the benefits of Section 883 of the Code for 2026 or our subsequent taxable years.

Taxation in the Absence of Exemption under Section 883 of the Code

To the extent the benefits of Section 883 of the Code are unavailable, our U.S.-source shipping income, to the extent not considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, which we refer to as the “4% gross basis tax regime.” Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% gross basis tax regime. 103

Table of Contents To the extent the benefits of the exemption under Section 883 of the Code are unavailable and our U.S.- source shipping income is considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, any such “effectively connected” U.S.-source shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax imposed at a current rate of 21%. In addition, we may be subject to the 30% “branch profits” tax on earnings effectively connected with the conduct of such U.S. trade or business, as determined after allowance for certain adjustments.

Our U.S.-source shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:

●	We have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
●	substantially all of our U.S.-source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States, or is leasing income that is attributable to such fixed place of business in the United States.
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We do not currently have, nor intend to have or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S.-source shipping income will be “effectively connected” with the conduct of a U.S. trade or business.

U.S. Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States or will otherwise not be subject to U.S. federal income taxation.

U.S. Federal Income Taxation of U.S. Holders

As used herein, the term “U.S. Holder” means a beneficial owner of our common shares that is a U.S. citizen or resident, U.S. corporation or other U.S. entity taxable as a corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust (i) if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has in effect a valid election to be treated as a United States person for U.S. federal income tax purposes.

If a partnership holds our common shares, the tax treatment of a partner of such partnership will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common shares, you are encouraged to consult your tax advisor.

Distributions

Subject to the discussion of passive foreign investment companies, or PFICs, below, any distributions made by us with respect to our common shares to a U.S. Holder will generally constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of such earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in its common shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common shares will generally be treated as “passive category income” for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes. 104

Table of Contents Dividends paid on our common shares to a U.S. Holder who is an individual, trust or estate (a “U.S. Non-Corporate Holder”) will generally be treated as “qualified dividend income” that is taxable to such U.S. Non-Corporate Holder at preferential tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the New York Stock Exchange on which our common shares will be traded); (2) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed in more detail below); (3) the U.S. Non-Corporate Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend; and (4) the U.S. Non-Corporate Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property.

We believe that we were not a PFIC for our 2025 taxable year, and we do not expect to be a PFIC for subsequent taxable years. If we were treated as a PFIC for our 2025 or 2026 taxable year, any dividends paid by us during 2026 will not be treated as “qualified dividend income” in the hands of a U.S. Non-Corporate Holder. Any dividends we pay which are not eligible for the preferential rates applicable to “qualified dividend income” will be taxed as ordinary income to a U.S. Non-Corporate Holder.

Special rules may apply to any “extraordinary dividend,” generally, a dividend paid by us in an amount which is equal to or in excess of 10% of a shareholder’s adjusted tax basis in (or, in certain circumstances, fair market value of) a common share or dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a shareholder’s adjusted tax basis (or fair market value upon the shareholder’s election) in a common share. If we pay an “extraordinary dividend” on our common shares that is treated as “qualified dividend income,” then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or Other Disposition of Common Shares

Subject to the discussion of our status as a PFIC below, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S.-source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company Status and Significant Tax Consequences

Special U.S. federal income tax rules apply to a U.S. Holder that holds stock in a foreign corporation classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held our common shares, either:

●	at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
●	at least 50% of the average value of the assets held by the corporation during such taxable year produce, or are held for the production of, passive income.
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For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary’s stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute “passive income” for these purposes. By contrast, rental income would generally constitute “passive income” unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.

In general, income derived from the bareboat charter of a vessel will be treated as “passive income” for purposes of determining whether we are a PFIC and such vessel will be treated as an asset which produces or is held for the production of “passive income.” On the other hand, income derived from the time charter of a vessel should not be treated as “passive income” for such purpose, but rather should be treated as services income; likewise, a time chartered vessel should generally not be treated as an asset which produces or is held for the production of “passive income.” 105

Table of Contents We believe that we were not a PFIC for our 2025 taxable year because we had no bareboat chartered- out vessels and consequently no gross income from vessels on bareboat charter. Furthermore, based on our current assets and activities, we do not believe that we will be a PFIC for subsequent taxable years. Although there is no legal authority directly on point, and we are not relying upon an opinion of counsel on this issue, our belief is based principally on the position that, for purposes of determining whether we are a passive foreign investment company, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly owned subsidiaries should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we or our wholly owned subsidiaries own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we were a passive foreign investment company. We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, in the absence of any legal authority specifically relating to the statutory provisions governing passive foreign investment companies, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a passive foreign investment company with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future.

If we are a PFIC for any taxable year, a U.S. Holder will be treated as owning its proportionate share of the stock of any of our subsidiaries which is a PFIC. The PFIC rules discussed below will apply on a company-by-company basis with respect to us and each of our subsidiaries which is treated as a PFIC.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different U.S. federal income taxation rules depending on whether the U.S. Holder makes an election to treat us as a “Qualified Electing Fund,” which election is referred to as a “QEF Election.” As discussed below, as an alternative to making a QEF Election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our common shares, which election is referred to as a “Mark-to- Market Election.” A U.S. Holder holding PFIC shares that does not make either a “QEF Election” or “Mark- to-Market Election” will be subject to the Default PFIC Regime, as defined and discussed below in “Item 10.E. Taxation — U.S. Federal Income Taxation of U.S. Holders — Taxation of U.S. Holders Not Making a Timely QEF or ‘Mark-to-Market’ Election.”

If we were to be treated as a PFIC, a U.S. Holder would be required to file IRS Form 8621 to report certain information regarding us.

The QEF Election

If a U.S. Holder makes a timely QEF Election, which U.S. Holder we refer to as an “Electing Holder,” the Electing Holder must report each year for United States federal income tax purposes its pro rata share of our ordinary earnings and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were made by us to the Electing Holder. The Electing Holder’s adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common shares. A U.S. Holder would make a QEF Election with respect to any year that our company is a PFIC by filing a copy of IRS Form 8621 with its United States federal income tax return.

Taxation of U.S. Holders Making a “Mark-to-Market” Election

Making the Election. Alternatively, if, as is anticipated, our common shares are treated as “marketable stock,” a U.S. Holder would be allowed to make a Mark-to-Market Election with respect to the common shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. The common shares will be treated as “marketable stock” for this purpose if they are “regularly traded” on a “qualified exchange or other market.” The common shares will be “regularly traded” on a qualified exchange or other market for any calendar year during which they are traded (other than in de minimis quantities) on at least 15 days during each calendar quarter. The New York Stock Exchange should be treated as a “qualified exchange or other market” for this purpose. However, it should be noted that a separate Mark-to-Market Election would need to be made with respect to each of our subsidiaries which is treated as a PFIC. The stock of these subsidiaries is not expected to be “marketable stock.” Therefore, a “mark-to-market” election is not expected to be available with respect to these subsidiaries. 106

Table of Contents Current Taxation and Dividends. If the Mark-to-Market Election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such U.S. Holder’s adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in its common shares over their fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the Mark-to-Market Election. Any income inclusion or loss under the preceding rules should be treated as gain or loss from the sale of common shares for purposes of determining the source of the income or loss. Accordingly, any such gain or loss generally should be treated as U.S.-source income or loss for U.S. foreign tax credit limitation purposes. A U.S. Holder’s tax basis in its common shares would be adjusted to reflect any such income or loss amount. Distributions by us to a U.S. Holder who has made a Mark-to-Market Election generally will be treated as discussed above under “Item 10.E. Taxation — U.S. Federal Income Taxation of U.S. Holders — Distributions.”

Sale, Exchange or Other Disposition. Gain realized on the sale, exchange, redemption or other disposition of the common shares would be treated as ordinary income, and any loss realized on the sale, exchange, redemption or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder. Any loss in excess of such previous inclusions would be treated as a capital loss by the U.S. Holder. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations. Any such gain or loss generally should be treated as U.S.-source income or loss for U.S. foreign tax credit limitation purposes.

Taxation of U.S. Holders Not Making a Timely QEF or “Mark-to-Market” Election

Finally, a U.S. Holder who does not make either a QEF Election or a Mark-to-Market Election with respect to any taxable year in which we are treated as a PFIC, or a U.S. Holder whose QEF Election is invalidated or terminated, or a Non-Electing Holder, would be subject to special rules, or the Default PFIC Regime, with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non- Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for the common shares), and (2) any gain realized on the sale, exchange, redemption or other disposition of the common shares.

Under the Default PFIC Regime:

●	the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common shares;
●	the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and
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●	the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
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Any distributions other than “excess distributions” by us to a Non-Electing Holder will be treated as discussed above under “Item 10.E. Taxation — U.S. Federal Income Taxation of U.S. Holders — Distributions.”

These penalties would not apply to a pension or profit-sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of the common shares. If a Non-Electing Holder who is an individual dies while owning the common shares, such Non- Electing Holder’s successor generally would not receive a step-up in tax basis with respect to the common shares. 107

Table of Contents 3.8% Tax on Net Investment Income

A U.S. Holder that is an individual, estate, or, in certain cases, a trust, will generally be subject to a 3.8% tax on the lesser of (1) the U.S. Holder’s net investment income for the taxable year and (2) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000). A U.S. Holder’s net investment income will generally include distributions made by us which constitute a dividend for U.S. federal income tax purposes and gain realized from the sale, exchange or other disposition of our common shares. This tax is in addition to any income taxes due on such investment income. Net investment income generally will not include a U.S. Holder’s pro rata share of the Company’s income and gain if we are a PFIC and that U.S. Holder makes a QEF election, as described above in “Item 10.E. Taxation — U.S. Federal Income Taxation of U.S. Holders — The QEF Election”. However, a U.S. Holder may elect to treat inclusions of income and gain from a QEF election as net investment income. Failure to make this election could result in a mismatch between a U.S. Holder’s ordinary income and net investment income.

If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regarding the applicability of the 3.8% tax on net investment income to the ownership and disposition of our common shares.

U.S. Federal Income Taxation of “Non-U.S. Holders”

A beneficial owner of our common shares (other than a partnership) that is not a U.S. Holder is referred to herein as a “Non-U.S. Holder.”

Dividends on Common Shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on dividends received from us with respect to our common shares, unless that income is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States.

Sale, Exchange or Other Disposition of Common Shares

Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless:

●	the gain is effectively connected with a trade or business conducted by the Non-U.S. Holder in the United States. If the Non-U.S. Holder is entitled to the benefits of a U.S. income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or
●	the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
---	---

If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, the income from the common shares, including dividends and the gain from the sale, exchange or other disposition of the stock that is effectively connected with the conduct of that trade or business will generally be subject to U.S. federal income tax in the same manner as discussed in the previous section relating to the taxation of U.S. Holders. In addition, in the case of a corporate Non-U.S. Holder, the earnings and profits of such Non-U.S. Holder that are attributable to effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty.

Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements. In addition, such payments will be subject to backup withholding tax if you are a non-corporate U.S. Holder and you:

●	fail to provide an accurate taxpayer identification number;

108

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●	are notified by the IRS that you have failed to report all interest or dividends required to be shown on your U.S. federal income tax returns; or
●	in certain circumstances, fail to comply with applicable certification requirements.
---	---

Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an applicable IRS Form W-8.

If you sell your common shares to or through a U.S. office of a broker, the payment of the proceeds is subject to both U.S. backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or you otherwise establish an exemption. If you sell your common shares through a non-U.S. office of a non-U.S. broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to you outside the United States, if you sell your common shares through a non-U.S. office of a broker that is a U.S. person or has some other contacts with the United States. Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your U.S. federal income tax liability by filing a refund claim with the IRS.

Individuals who are U.S. Holders (and to the extent specified in applicable Treasury Regulations, certain individuals who are Non-U.S. Holders and certain U.S. entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury Regulations). Specified foreign financial assets would include, among other assets, our common shares, unless the shares are held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.

F.	Dividends and paying agents

Not applicable.

G.	Statement by experts

Not applicable.

H.	Documents on display

We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports and other information with the SEC. Our Commission filings are available to the public at the website maintained by the Commission at http://www.sec.gov, as well as on our website at www.okeanisecotankers.com. Information that is or will be on or accessed through such websites does not constitute a part of, and is not incorporated by reference into, this Annual Report.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act, and our principal shareholders are exempt from the reporting provisions contained in Section 16(a) of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. 109

Table of Contents We will also provide without charge to each person, including any beneficial owner of our common stock, upon written or oral request of that person, a copy of this Annual Report and any and all of the information that has been incorporated by reference in this Annual Report. Please direct such requests to Okeanis Eco Tankers Corp., c/o OET Chartering Inc., Ethnarchou Makariou Ave. & 2 D. Falireos St., 185 47 N. Faliro, Greece, telephone number +30 210 480 4200.

In addition, since our common shares are traded on the Oslo Stock Exchange, we have filed periodic and immediate reports with, and furnish information to, the Oslo Stock Exchange and the Norwegian Financial Supervisory Authority.

I.	Subsidiary information

Not applicable.

J.	Annual Report to Security Holders.

We are currently not required to provide an annual report to security holders in response to the requirements of Form 6-K.

​

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to the impact of interest rate changes primarily through its floating-rate borrowings that require us to make interest payments based on SOFR (we previously used LIBOR, including during the fiscal year ended December 31, 2023). Significant increases in interest rates could adversely affect operating margins, operating results and ability to service debt. From time to time, we use interest rate swaps to reduce our exposure to market risk from changes in interest rates. The principal objective of these contracts is to manage the risks and costs associated with its floating-rate debt.

As an indication of the sensitivity from changes in interest rates, an increase by 100 basis points in interest rates would increase interest expense for the year ended December 31, 2025 by $6.4 million (2024 increased by 100 basis points: $6.7 million and 2023 increased by 100 basis points: $6.9 million) assuming all other variables held constant and taking into consideration that the Group has entered into interest rate swap agreements for some of its loans, therefore partially economically hedging part of its floating-rate borrowings.

Credit Risk

We only trade with charterers who have been subject to satisfactory credit screening procedures. Furthermore, outstanding balances are monitored on an ongoing basis with the result that our exposure to bad debts is not significant.

With respect to the credit risk arising from our cash and cash equivalents and restricted cash, our exposure arises from default by the counterparties, with a maximum exposure equivalent to the carrying amount of these instruments. We mitigate such risks by dealing only with high credit quality financial institutions.

Foreign Currency Exchange Rate Risk

Our vessels operate in international shipping markets, which utilize the U.S. dollar as the functional currency. We generate substantially all of our revenues from the trading of our vessels in U.S. dollars, but certain of our vessel operating expenses and administrative expenses are generated in currencies other than the U.S. dollar. Notably, we are considerably dependent on European seafarers, who are paid in Euros, to fill key positions on board our vessels. Consequently, our Euro-denominated crew expense forms a significant percentage of our operating expenses. Furthermore, we have significant exposure to the Euro in our general and administrative expenses. For accounting purposes, expenses incurred in other currencies are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. However, the portion of our business conducted in other currencies could increase in the future, which could expand our exposure to losses arising from exchange rate fluctuations. We have only partially hedged currency exchange risks associated with our expenses. As such our exposure to Euro-U.S. dollar exchange rate fluctuations may have a significant impact on our expenses, business and future cash flows. We do not have any further hedging mechanisms in place, however, when opportunity arises, we convert significant cash balances from U.S. dollars to Euros to hedge against adverse fluctuations. We do not consider the risk to be significant. 110

Table of Contents Market Risk

The tanker shipping industry is cyclical with high volatility in charter rates and profitability. We charter our vessels principally in the spot market, being exposed to various unpredictable factors such as supply and demand of energy resources, global economic and political conditions, natural or other disasters, disruptions in international trade, pandemics, environmental and other legal regulatory developments.

The Company cannot reliably estimate the effect that any positive or adverse fluctuation in the spot market rates may have on its operating income. We estimate that for every $1,000 per day increase or decrease in the spot rates, our operating profit would have increased or decreased by $4.9 million, $4.7 million, and $4.0 million for the years 2025, 2024 and 2023, respectively.

From time to time, we may enter into freight derivatives, such as Forward Freight Agreements (“FFAs”). Generally, freight derivatives may be used to hedge a vessel owner’s exposure to the charter market for a specified route and period of time. Upon settlement, if the contracted charter rate is less than the average of the rates reported on an identified index for the specified route and time period, the seller of the FFA is required to pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days of the specified period. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. If we take positions in FFAs or other derivative instruments we could suffer losses in the settling or termination of these agreements. This could adversely affect our operating results and cash flow.

During 2025, 2024 and 2023, we entered into forward freight agreements in order to partially hedge our exposure to spot charter rate fluctuations and mitigate any adverse effect this may have in our operating cash flows and dividend policy. For the year ended December 31, 2025, 2024 and 2023, we incurred a net gain/ (loss) on forward freight agreements in the amount of $3.0 million, ($1.5) million and $0.5 million, respectively.

Inflation

See “Item 5. A. Operating Results — Principal Factors Affecting our Business — Inflation.”

​ 111

Table of Contents Liquidity

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability but can also increase the risk of losses. We minimize liquidity risk by maintaining sufficient cash and cash equivalents.

The following table details the Group’s expected cash outflows for its financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities, on the earliest date on which the Group would be required to pay to settle. The table includes both interest and principal cash flows. Variable future interest payments were determined based on SOFR to be 3.76% as of December 31, 2025 and 3.97% as of December 31, 2024, plus, in each case, the margin applicable to the Group’s loan at the end of the year presented.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Weighted	​	​	​	​	​	​	​	​	​	​	​	​
​	​	average	​	​	​	​	​	​	​	​	​	​	​	​
​	​	effective	​	Less than	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	interest rate	​ ​ ​	1 month	​ ​ ​	1 – 3 months	​ ​ ​	3 – 12 months	​ ​ ​	1 – 5 years	​ ​ ​	5+ years	​ ​ ​	Total
December 31, 2025		​		​	​	​	​	​	​	​	​	​	​	​
Non-Derivative Liabilities	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Trade payables	​	​	​	—		—		13,748,183		—		—		13,748,183
Accrued expenses		​		—		—		8,643,793		—		—		8,643,793
Variable interest loans		4.51	%	2,202,299		14,373,054		49,726,607		406,363,585		144,192,540		616,858,085
Variable interest for debt financing (Sale and Leaseback Agreements)		8.84	%	989,692		1,918,194		95,688,125		—		—		98,596,011
Total		​	****	3,191,991	****	16,291,248	****	167,806,708	****	406,363,585	****	144,192,540	****	737,846,072

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Weighted	​	​	​	​	​	​	​	​	​	​	​	​
​	​	average	​	​	​	​	​	​	​	​	​	​	​	​
​	​	effective	​	Less than	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	interest rate	​ ​ ​	1 month	​ ​ ​	1 – 3 months	​ ​ ​	3 – 12 months	​ ​ ​	1 – 5 years	​ ​ ​	5+ years	​ ​ ​	Total
December 31, 2024	​	​		​		​		​		​		​		​
Non-Derivative Liabilities	​	​		​		​		​		​		​		​
Trade payables	​	​	​	—		—		19,479,005		—		—		19,479,005
Accrued expenses	​	​		—		—		5,909,316		—		—		5,909,316
Current accounts due to related parties	​	​	​	—	​	—	​	530,030	​	—	​	—	​	530,030
Variable interest loans	​	4.86	%	2,541,609		15,250,870		53,374,498		391,940,693		216,343,324		679,450,994
Variable interest for debt financing	​	9.12	%	1,358,910		2,660,316		12,428,837		63,359,366		77,158,586		156,966,015
Total	​	​	****	3,900,519	****	17,911,186	****	91,721,686	****	455,300,059	****	293,501,910	****	862,335,360

​

​

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

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Table of Contents PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

​

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

​

ITEM 15. CONTROLS AND PROCEDURES

(a)	Disclosure Controls and Procedures

We evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Based on that evaluation, our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that, as of such date, our disclosure controls and procedures were effective and ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

(b)	Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act.

Internal control over financial reporting is defined in Rules 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (IFRS) as issued by the IASB and includes those policies and procedures that:

●	Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
---	---
●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
---	---

Because of the inherent limitations of internal control over financial reporting, misstatements may not be prevented or detected on a timely basis or at all. No evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within us have been detected. Additionally, projections of internal control over financial reporting effectiveness into future periods are subject to risks, including changes in conditions that may render controls inadequate or deterioration in compliance with policies and procedures. 113

Table of Contents Our management with the participation of our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

As a result of its assessment, the Chief Executive Officer and Chief Financial Officer concluded that our internal controls over financial reporting are effective as of December 31, 2025.

(c)	Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of the Company’s registered public accounting firm because, as an emerging growth company, we are exempt from this requirement.

(d)	Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the year covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

​

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Ms. Charlotte Stratos serves as a member of our audit committee. Our board of directors has determined that Ms. Stratos qualifies as an “audit committee financial expert” and is “independent” according to the applicable SEC rules.

​

ITEM 16B. CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics that applies to all of the employees, directors, officers and certain long-term consultants of Okeanis and its subsidiaries, in addition to certain employees of KMC. Our Code of Business Conduct and Ethics is available on the Corporate Governance section of our website at www.okeanisecotankers.com. Information on or accessed through our website does not constitute a part of this Annual Report and is not incorporated by reference herein. We will also provide a hard copy of our Code of Business Conduct and Ethics free of charge upon written request to Investor Relations, c/o OET Chartering Inc., Ethnarchou Makariou Ave. & 2 D. Falireos St., 185 47 N. Faliro, Greece. We intend to satisfy any disclosure requirements regarding any amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website within five business days following the date of the amendment or waiver.

​

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Deloitte Certified Public Accountants S.A. (“Deloitte”), an independent registered public accounting firm, has audited our annual financial statements acting as our independent auditor for the fiscal years ended December 31, 2025 and 2024. Audit, audit-related and non-audit services billed and accrued from Deloitte are as follows:

​	​	​	​	​	​	​
​	​ ​ ​	2025		​ ​ ​	2024
Audit fees^(1)^	​	$	375,072	​	$	307,075
Audit-related fees	​	​	—	​	​	—
Tax fees	​	​	—	​	​	—
All other fees	​	​	—	​	​	—
Total fees	​	$	375,072	​	$	307,075
(1)	Audit fees represent compensation for professional services rendered for the audit of our annual financial statements and for the review of our quarterly financial information as well as in connection with the review of our Annual Report, review of registration statements and related consents and comfort letters and any other audit services required for SEC or other regulatory filings.
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114

Table of Contents Audit Committee’s Pre-Approval Policies and Procedures

Our audit committee charter contains pre-approval policies and procedures in compliance with paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X that require our audit committee to review and pre-approve all auditing services and permitted non-auditing services rendered to the Company by its outside auditors (subject to the exception provided in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X for certain de minimis non-audit services not recognized by the Company at the time of the engagement), in each case including fees. All services provided by Deloitte during the year ended December 31, 2025 and 2024 were approved by our audit committee pursuant to the pre-approval policy.

​

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

Pursuant to Section 303A.11 of the NYSE listing standards, applicable to foreign private issuers, we are permitted to follow our home country practices in lieu of certain NYSE corporate governance requirements. Accordingly, we intend to follow certain corporate governance practices of our home country, the Republic of the Marshall Islands, in lieu of certain of the corporate governance requirements of the NYSE. A brief summary of those differences is provided below.

Related Party Transactions. In lieu of obtaining an independent review of related party transactions for conflicts of interests, consistent with Marshall Islands law requirements, a related party transaction will be permitted if: (i) the material facts as to such director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the board or committee, and the board or committee approves such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested director, or, if the votes of the disinterested directors are insufficient to constitute an act of the board, by unanimous vote of the disinterested directors; or (ii) if the material facts as to such director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of such shareholders.

Proxy Statements. As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to the NYSE pursuant to the NYSE corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our bylaws provide that certain shareholders must give us advance notice to properly introduce any business at a meeting of the shareholders. Our bylaws also provide that shareholders may designate in writing a proxy to act on their behalf.

Shareholder Approval of Equity Compensation Plans. The NYSE requires listed companies to obtain prior shareholder approval to adopt or materially revise any equity compensation plan. As permitted under Marshall Islands law, we do not need prior shareholder approval to adopt or revise equity compensation plans, including our equity incentive plan. 115

Table of Contents Share Issuances and Incentive Plans. In lieu of obtaining shareholder approval prior to the issuance of designated securities or adoption or amendment of equity incentive plans, we will comply with provisions of the Marshall Islands Business Corporations Act, which allows the board of directors to approve all share issuances and adoptions and amendments of equity incentive plans, including share issuances (i) in connection with the acquisition of stock or assets of another company; (ii) when it would result in a change of control; (iii) when a share option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which shares may be acquired by officers, directors, employees, or consultants; or (iv) in connection with a transaction (other than a public offering) involving the sale, issuance or potential issuance of shares at a price less than market value. Pursuant to 313.00 of Section 3 of the NYSE Listed Company Manual, the NYSE will accept any action or issuance relating to the voting rights structure of a non-U.S. company that is in compliance with the NYSE’s requirements for domestic companies or that is not prohibited by the company’s home country law. We are not subject to such restrictions under our home country, Marshall Islands, law.

Meetings of Directors. We may hold regularly scheduled meetings of the board of directors at which only non-management directors are present. In addition, our board of directors may choose to make a self-assessment of its performance at least once a year to determine if it or its committees function effectively.

Committee Authority. In lieu of having an audit committee, remuneration committee and nomination/corporate governance committee with the composition, size, authorities and responsibilities set forth in the NYSE rules, our audit committee, remuneration committee and nomination/corporate governance committee are not required to have such composition, size, authorities and responsibilities. For example, our audit committee charter provides that the audit committee may be comprised of two or more independent directors. Our remuneration committee is not required to provide a remuneration committee report. Our audit committee is currently comprised of three independent directors.

Corporate Governance Guidelines. Listed companies must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects. We are not required to comply with these requirements.

If at any time we cease to be a “foreign private issuer” under the rules of the NYSE and the Exchange Act, as applicable, our board of directors will be required to take all action necessary to comply with all of the NYSE corporate governance rules.

In connection with our admission to trading of our common shares on the NYSE, we also applied to the Oslo Stock Exchange for, and was granted, an exemption from annual corporate governance reporting requirements applicable to issuers with shares admitted to trading on the Oslo Stock Exchange.

Due to our status as a foreign private issuer and our intent to follow certain home country corporate governance practices, our shareholders will not have the same protections afforded to shareholders of companies that are subject to all the NYSE corporate governance standards. See “Item 10.B. — Memorandum and Articles of Association” and Exhibit 2.2 to this Annual Report.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J. INSIDER TRADING POLICIES

We have adopted an insider trading policy which applies to all of Okeanis’s directors, officers and employees as well as certain related parties, and sets forth procedures governing the purchase, sale and other disposition of our securities by such parties. Our insider trading policy is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to Okeanis. A copy of our insider trading policy has been filed as Exhibit 11.1 to this Annual Report. 116

Table of Contents ITEM 16K. CYBERSECURITY

Cybersecurity is fundamental in our operations and we are committed to maintaining robust governance and oversight of cybersecurity risks. Senior management has implemented comprehensive processes and procedures for identifying, assessing, and managing material risks from cybersecurity threats as part of our broader risk management system Our cybersecurity risk management strategy prioritizes detection, analysis and response to known, anticipated or unexpected threats; effective management of security risks; and resiliency against incidents. With the ever-changing cybersecurity landscape and continual emergence of new cybersecurity threats, our senior management ensures that significant resources are devoted to cybersecurity risk management and the technologies, processes and people that support it. We implement risk-based controls to protect our information, the information of our customers, suppliers, and other third parties, our information systems, our business operations, and our vessels.

We have in place safety and security measures on our vessels and onshore operations to secure our operations against cybersecurity incidents. In order to assess, identify and manage material risks from cybersecurity threats we take into consideration the following:

(i)	IMO Resolution MSC.428(98): Code for the Safe Operation of Ships and Pollution Prevention, relating to maritime cyber risk management in safety management systems;
(ii)	BIMCO, OCIMF, INTERCARGO, INTERTANKO, ICS, CLIA, IUMI: The Guidelines on Cyber Security Onboard Ships;
---	---
(iii)	USCG Cyber Security Strategy and Bulletins;
---	---
(iv)	UK Cyber Security Code of Practice for ships; and
---	---
(v)	EU Regulation 679/2016: Protection of natural persons processing personal data.
---	---

The Information and Communication Technology Department (“ICT”) is responsible for monitoring, detecting and assessing cybersecurity risks and incidents at the Company, subsidiary and vessel level. The team is comprised of dedicated privacy, safety, and security professionals who oversee cybersecurity risk management and mitigation, incident prevention, detection, and remediation. We also annually engage third parties such as assessors, consultants to audit our information security programs, whose findings are reported, on occasion, to our senior management.

As part of our cybersecurity risk management system, our ICT department has established clear methodologies, reporting channels and governance principles, that are aligned with the broader risk management processes of our Company to remediate and resolve any cybersecurity incident. Incidents are reviewed by the ICT Department Head, having the appropriate professional experience and academic background, to determine whether further escalation is appropriate. Any incident assessed as potentially being or potentially becoming material is immediately escalated for further assessment and reported to any member of our senior management, who then consult with our audit committee.

We have not had any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, operating results, or financial condition.

Our audit committee has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial and other risks, and it reports any findings and recommendations, as appropriate, to our board of directors for consideration. Senior management regularly discusses cyber risks and trends and, should they arise, any material incidents with our audit committee.

Overall, our approach to cybersecurity risk management includes the following key elements:

(i)	Continuous monitoring of cybersecurity threats, both internal and external. through the use of data analytics and network monitoring systems;
(ii)	Engagement of third-party consultants and other advisors to assist in assessing points of vulnerability of our information security systems;
---	---
(iii)	We have various information technology policies relating to cybersecurity;
---	---

117

Table of Contents

(iv)	We provide employee mandatory training that is administered on a periodic basis that reinforces our information technology policies, standards and practices, as well as the expectation that employees comply with these policies and identify and report potential cybersecurity risks.
(v)	We require employees to sign confidentiality agreements, where appropriate to their role;
---	---
(vi)	Access controls;
---	---
(vii)	Network security measures;
---	---
(viii)	Data protection;
---	---
(ix)	Incident response planning;
---	---
(x)	Third-party risk assessment;
---	---
(xi)	Security audits; and
---	---
(xii)	Compliance with industry standards
---	---

We continue to invest in our cybersecurity systems and to enhance our internal controls and processes. Our business strategy, operating results and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previously identified cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. While we have dedicated significant resources to identifying, assessing, and managing material risks from cybersecurity threats, our efforts may not be adequate, may fail to accurately assess the severity of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any of which could harm our business, reputation, operating results and financial condition. For more information certain risks associated with cybersecurity, see “Item 3.D. Risk Factors — Risks Relating to Our Business — Our information systems may fail or may be subject to security breaches.”

​ 118

Table of Contents PART III

ITEM 17. FINANCIAL STATEMENTS

See “Item 18. Financial Statements”.

ITEM 18. FINANCIAL STATEMENTS

The financial information required by this item, together with the report of Deloitte Certified Public Accountants S.A., is set forth on pages F-1 through F-39 and are filed as part of this Annual Report.

ITEM 19. EXHIBITS

Exhibit	​ ​ ​	​
Number	​	Description
​	​	​
1.1	​	Second Amended and Restated Articles of Incorporation of Okeanis (incorporated by reference to Exhibit 1.1 to the Annual Report on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on April 30, 2024).
1.2	​	Third Amended and Restated Bylaws of Okeanis (incorporated by reference to Exhibit 1.2 to the Annual Report on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on April 30, 2024).
2.1	​	Form of Common Share Certificate (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on November 2, 2023).
2.2	​	Description of Securities registered under Section 12 of the Exchange Act.*
4.1	​	Form of Amended and Restated Technical Management Agreement (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on November 2, 2023).
4.2	​	Shared Services Agreement dated November 1, 2023 between OET Chartering Inc. and Kyklades Maritime Corporation (incorporated by reference to Exhibit 4.15 to the Registration Statement on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on November 2, 2023).
4.3	​	Registration Rights Agreement dated December 6, 2023 among Okeanis Eco Tankers Corp., Glafki Marine Corp. and Hospitality Assets Corp. (incorporated by reference to Exhibit 4.14 to the Annual Report on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on April 30, 2024).
4.4	​	Form of ETS Services Agreement dated March 1, 2024 (incorporated by reference to Exhibit 4.15 to the Annual Report on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on April 30, 2024).
4.5	​	Facility Agreement dated May 23, 2022 among Nellmare Marine Ltd and Anassa Navigation S.A., as Borrowers, the Companies listed in Part A of Schedule 1, as Hedge Guarantors, Okeanis Eco Tankers Corp., as Guarantor, and National Bank of Greece S.A., as Lender as amended by Amendment No. 1 to Loan Facility Agreement, dated June 29, 2023 among Nellmare Marine Ltd, as Borrower A, Anassa Navigation S.A., as Borrower B, Okeanis Eco Tankers Corp., as Guarantor and National Bank of Greece S.A., as Lender, in respect of the refinancing of m.ts NISSOS DONOUSSA and. NISSOS KYTHNOS (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on November 2, 2023).
4.6	​	Supplemental Agreement, dated May 21, 2024 and by and between Nellmare Maritime Ltd and Okeanis Eco Tankers Corp, to the existing Facility Agreement dated May 23, 2022 among Nellmare Marine Ltd and Anassa Navigation S.A., as Borrowers, the Companies listed in Part A of Schedule 1, as Hedge Guarantors, Okeanis Eco Tankers Corp., as Guarantor, and National Bank of Greece S.A., as Lender as amended by Amendment No. 1 to Loan Facility Agreement, dated June 29, 2023 among Nellmare Marine Ltd and Anassa Navigation S.A. as Borrowers, Okeanis Eco Tankers Corp., as Guarantor and National Bank of Greece S.A., as Lender, in respect of the refinancing of m.t NISSOS DONOUSSA (incorporated by reference to Exhibit 4.14 to the Annual Report on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on March 31, 2025).

119

Table of Contents	Exhibit	​ ​ ​	​
Number	​	Description
​	​	​
4.7	​	Facility Agreement dated June 27, 2023 among Omega Three Marine Corp., Omega Four Marine Corp. and Arethusa Shipping Corp., as Borrowers and Hedge Guarantors, Okeanis Eco Tankers Corp., as Guarantor, the Financial Institutions listed in Part B of Schedule 1, as Original Lenders, the Financial Institutions listed in Part C of Schedule 1, as Original Hedge Counterparties and ABN AMRO Bank N.V., as Arranger, Facility Agent and Security Agent, in respect of the refinancing of m.ts KIMOLOS, FOLEGANDROS and NISSOS KEROS (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on November 2, 2023).
4.8	​	Facility Agreement dated September 8, 2023 among Omega Six Marine Corp. and Omega Ten Marine Corp., as Borrowers and Hedge Guarantors, Okeanis Eco Tankers Corp., as Guarantor, Credit Agricole Corporate and Investment Bank, as Arranger, the Financial Institutions listed in Part B of Schedule 1 as Original Lenders, the Banks and Financial Institutions listed in Part C of Schedule 1, as Hedge Counterparties and Credit Agricole Corporate and Investment Bank as Facility Agent and Security Agent, in respect of the refinancing of m.ts NISSOS SIKINOS and NISSOS SIFNOS (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on November 2, 2023).
4.9	​	Bareboat Charter and related Memorandum of Agreement each dated February 10, 2018 between OCY Knight 1 Limited, as Owner/Buyer and Omega Five Marine Corp., as Bareboat Charterer/Seller, relating to Hull No. 3012 (NISSOS RHENIA), as amended by Addendum No. 1 to the Bareboat Charter Party for (NISSOS RHENIA), dated September 6, 2018, between OCY Knight 1 Limited, as Owner and Omega Five Marine Corp., as Charterer, Addendum No. 2 to the Bareboat Charter Party for Hull No. 3012 (NISSOS RHENIA), dated June 28, 2021, between OCY Knight 1 Limited, as Owner and Omega Five Marine Corp., as Charterer, and Addendum No. 3 to the Bareboat Charter Party for NISSOS RHENIA, dated April 27, 2023, between OCY Knight 1 Limited, as Owner and Omega Five Marine Corp., as Charterer, and Charter Guarantee dated September 30, 2018 between Okeanis Eco Tankers Corp., as Guarantor and OCY Knight 1 Limited, as Owner (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on November 2, 2023).
4.10	​	Bareboat Charter and related Memorandum of Agreement each dated February 10, 2018 between OCY Knight 2 Limited, as Owner/Buyer and Omega Seven Marine Corp., as Bareboat Charterer/Seller, relating to Hull No. 3013 (NISSOS DESPOTIKO), as amended by Addendum No. 1 to the Bareboat Charter Party for (NISSOS DESPOTIKO), dated September 6, 2018, between OCY Knight 2 Limited, as Owner and Omega Seven Marine Corp., as Charterer, Addendum No. 2 to the Bareboat Charter Party for Hull No. 3013 (NISSOS DESPOTIKO), dated June 4, 2021, between OCY Knight 2 Limited, as Owner and Omega Seven Marine Corp., as Charterer, Addendum No. 3 to the Bareboat Charter Party for Hull No. 3013 (NISSOS DESPOTIKO), dated June 28, 2021 between OCY Knight 2 Limited, as Owner and Omega Seven Marine Corp., as Charterer, and Addendum No. 4 to the Bareboat Charter Party for NISSOS DESPOTIKO, dated April 27, 2023, between OCY Knight 2 Limited, as Owner and Omega Seven Marine Corp., as Charterer, and Charter Guarantee dated September 30, 2018 between Okeanis Eco Tankers Corp., as Guarantor and OCY Knight 2 Limited, as Owner (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on November 2, 2023).
4.11	​	Facility Agreement dated January 31, 2024 among Omega One Marine Corp., as Borrower, Okeanis Eco Tankers Corp., as Guarantor, the Financial Institutions listed in Part B of Schedule 1, as Original Lenders and Kexim Asia Limited, as Mandated Lead Arranger, Facility Agent and Security Agent, in respect of the refinancing of m.t. “MILOS” (incorporated by reference to Exhibit 4.11 to the Annual Report on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on April 30, 2024).
4.12	​	Facility Agreement dated May 21, 2024 by and among Anassa Navigation S.A., as Borrower, Okeanis Eco Tankers Corp., as Parent Guarantor, and Danish Ship Finance A/S, as Original Lender in respect of the refinancing of m.t NISSOS KYTHNOS (incorporated by reference to Exhibit 4.15 to the Annual Report on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on March 31, 2025).
4.13	​	Facility Agreement dated June 20, 2024 by and among Omega Two Marine Corp., as Borrower, Okeanis Eco Tankers Corp., as Guarantor, the Financial Institutions listed in Part B of Schedule 1 as Original Lenders, Bank SinoPac Co., Ltd., as Facility Agent and Security Agent in respect of the refinancing of m.t POLIEGOS (incorporated by reference to Exhibit 4.16 to the Annual Report on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on March 31, 2025).
4.14	​	Facility Agreement dated May 8, 2025 among Theta Navigation Ltd and Moonsprite Shipping Corp., as Borrowers, Okeanis Eco Tankers Corp., as Guarantor, and Alpha Bank S.A., as Original Lender, in respect of the refinancing of m.ts. NISSOS NIKOURIA and NISSOS ANAFI.*	120

Table of Contents

Exhibit	​ ​ ​	​
Number	​	Description
​	​	​
4.15	​	Facility Agreement dated June 17, 2025 among Ark Marine S.A., as Borrower, Okeanis Eco Tankers Corp., as Guarantor, E.SUN Commercial Bank. Ltd. (incorporated in Taiwan with limited liability), Hong Kong Branch as Arranger and Security Agent, and E.SUN Commercial Bank. Ltd. (incorporated in Taiwan with limited liability), in respect of the refinancing of m.t. NISSOS KEA.*
4.16	​	Facility Agreement dated December 19, 2025 among Omega Twelve Marine Corp., as Borrower, Okeanis Eco Tankers Corp., as Parent Guarantor, and Alpha Bank S.A., as Original Lender, in respect of the financing of part of the acquisition cost of m.t. NISSOS PIPERI.*
4.17	​	Term Loan Facility dated December 19, 2025 among Omega Fourteen Marine Corp., as Borrower, Okeanis Eco Tankers Corp., as Corporate Guarantor, and National Bank of Greece S.A., as Original Lender, in respect of the financing of part of the acquisition cost of m.t. NISSOS SERIFOPOULA.*
4.18	​	Side Letter to Facility Agreement dated January 21, 2026 among National Bank of Greece S.A. as Lender, Nellmare Marine Ltd and Okeanis Eco Tanker Corp. relating to the Facility Agreement dated May 23, 2022 among Nellmare Marine Ltd, as Borrower, Okeanis Eco Tankers Corp., as Guarantor, and National Bank of Greece S.A., as Lender*
4.19	​	Side Letter to Facility Agreement dated January 21, 2026 among National Bank of Greece S.A. as Lender, Omega Fourteen Marine Corp. and Okeanis Eco Tanker Corp. relating to the Term Loan Facility dated December 19, 2025 among Omega Fourteen Marine Corp., as Borrower, Okeanis Eco Tankers Corp., as Corporate Guarantor, and National Bank of Greece S.A., as Original Lender*
8.1	​	List of Subsidiaries.*
11.1	​	Insider Trading Policy (incorporated by reference to Exhibit 11.1 to the Annual Report on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on April 30, 2024).
12.1	​	Certification of Okeanis’s Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.*
12.2	​	Certification of Okeanis’s Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.*
13.1	​	Certification of Okeanis’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
13.2	​	Certification of Okeanis’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
15.1	​	Consent of Independent Registered Public Accounting Firm.*
97.1	​	Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 20-F (File No. 001-41858) filed by Okeanis with the Securities and Exchange Commission on April 30, 2024).
101	​	The following financial information from Okeanis Eco Tanker Corp.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, formatted as Inline eXtensible Business Reporting Language (iXBRL): (1) Consolidated Balance Sheets as of December 31, 2025 and 2024; (2) Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023; (3) Consolidated Statements of Comprehensive Income / (Loss) for the years ended December 31, 2025, 2024, and 2023; (4) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024, and 2023; (5) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023; and (6) Notes to Consolidated Financial Statements.*
104	​	Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language (iXBRL) and contained in Exhibit 101).*
*	Filed herewith.
---	---

​ 121

Table of Contents SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

​	Okeanis Eco Tankers Corp.
​	​
​	By:	/s/ Iraklis Sbarounis
​	​	Name: Iraklis Sbarounis
​	​	Title: Chief Financial Officer
Date: March 20, 2026	​

​

​

​

​ 122

Table of Contents OKEANIS ECO TANKERS CORP.

(Incorporated under the laws of the Republic of the Marshall Islands with registration number 96382)

Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm

​

​ F-1

Table of Contents Index to financial statements

​	​	​
​	​ ​	Pages
Report of Independent Registered Public Accounting Firm (PCAOB ID 1163)	​	F-3
Consolidated Statements of Profit or Loss and Other Comprehensive Income, for the years ended December 31, 2025, 2024 and 2023	​	F-4
Consolidated Statements of Financial Position, as of December 31, 2025 and 2024	​	F-5
Consolidated Statements of Changes in Equity, for the years ended December 31, 2025, 2024 and 2023	​	F-6
Consolidated Statements of Cash Flows, for the years ended December 31, 2025, 2024 and 2023	​	F-7
Notes to the Consolidated Financial Statements	​	F-8

​

​

​ F-2

Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Okeanis Eco Tankers Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Okeanis Eco Tankers Corp. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with International Financial Reporting Standards*,* as issued by the International Accounting Standards Board (IASB).

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

March 20, 2026

We have served as the Company’s auditor since 2018.

​ F-3

Table of Contents Consolidated statements of profit or loss and other comprehensive income for the years ended

December 31, 2025, 2024 and 2023

(amounts expressed in U.S. Dollars, except for number of shares)

​	​	​	​	​	​	​	​
​	NOTES	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Revenue	20,23	****	391,548,819	****	393,229,831	****	413,096,606
Operating expenses	​		​		​		​
Commissions	​		(4,262,645)		(3,997,596)		(5,757,159)
Voyage expenses	10		(121,870,584)		(127,196,305)		(109,559,239)
Vessel operating expenses	9		(45,240,447)		(42,434,258)		(41,742,285)
Management fees - related party	13		(4,599,000)		(4,611,600)		(4,599,000)
Depreciation and amortization	7		(41,440,551)		(41,134,237)		(40,382,628)
General and administrative expenses (including 4,995,071, 4,810,180 and 3,588,185, respectively, to related party)	11		(11,604,900)		(10,910,862)		(9,933,373)
Total operating expenses	​	****	(229,018,127)	****	(230,284,858)	****	(211,973,684)
Operating profit	​	****	162,530,692	****	162,944,973		201,122,922
Other income / (expenses)	​		​		​		​
Interest income	21		2,191,740		3,445,203		4,104,564
Interest expense and other finance costs (including nil, 413,952 and 1,198,168, respectively, to related parties)	21		(44,240,513)		(57,052,680)		(61,179,066)
Unrealized gain/ (loss), net on derivatives	22		1,653,464		(291,873)		229,373
Realized gain/ (loss), net on derivatives	22		1,327,397		(1,264,750)		300,262
Gain from modification of loans	12	​	—	​	1,828,959	​	—
Loss on debt extinguishment	12	​	(1,383,768)	​	—	​	—
Foreign exchange gain/ (loss)	​		872,531		(746,562)		672,969
Total other expenses	​	****	(39,579,149)	****	(54,081,703)		(55,871,898)
Profit for the year	​	****	122,951,543	****	108,863,270		145,251,024
Other comprehensive income	​		​		​		​
Items that will not be reclassified to profit or loss:	​		​		​		​
Re-measurement of post-employment benefit obligations	​		1,010		(6,005)		(1,302)
Total comprehensive income for the year	​	****	122,952,553	****	108,857,265		145,249,722
Earnings per share – basic & diluted	17		3.77		3.38		4.51
Weighted average no. of shares – basic & diluted	17		32,575,740		32,194,108		32,194,108

All values are in US Dollars.

​

The accompanying notes are an integral part of these consolidated financial statements.

​ F-4

Table of Contents Consolidated statements of financial position as of December 31, 2025 and 202 4

(amounts expressed in U.S. Dollars)

​	​	​	​	​	​	​
​	​ ​ ​	NOTES	​ ​ ​	2025	​ ​ ​	2024
ASSETS	​	​	​	​	​	​
Non-current assets	​	​		​		​
Vessels, net	****	7		922,117,179		958,597,520
Advances for acquisition of vessels	​	7	​	38,894,251	​	—
Other fixed assets	****	7		58,332		80,206
Derivative financial instruments	​	22	​	120,638	​	—
Restricted cash	​	​		4,510,000		4,510,000
Total non-current assets	​	​	****	965,700,400		963,187,726
Current assets	​	​		​		​
Inventories	****	6		17,273,715		24,341,665
Trade and other receivables	​	​		85,091,040		39,755,029
Claims receivable	****	18		320,097		242,576
Prepaid expenses and other current assets	​	​		6,466,709		4,794,022
Current accounts due from related parties	​	13	​	6,286,469	​	—
Derivative financial instruments	****	22		1,470,326		—
Current portion of restricted cash	​	​		1,399,243		434,927
Cash & cash equivalents	​	​		116,636,741		49,343,664
Total current assets	​	​	****	234,944,340		118,911,883
TOTAL ASSETS	​	​	****	1,200,644,740		1,082,099,609
SHAREHOLDERS’ EQUITY & LIABILITIES	​	​		​		​
Shareholders’ equity	​	​		​		​
Share capital	****	14		36,129		32,890
Additional paid-in capital	****	14		124,891,132		14,501,517
Treasury shares	****	14		(4,583,929)		(4,583,929)
Other reserves	​	​		(34,903)		(35,913)
Retained earnings	​	​		452,782,809		400,512,351
Total shareholders’ equity	​	​	****	573,091,238		410,426,916
Non-current liabilities	​	​		​		​
Long-term borrowings, net of current portion	****	12		470,583,980		598,957,333
Retirement benefit obligations	​	​		61,629		44,795
Total non-current liabilities	​	​	****	470,645,609		599,002,128
Current liabilities	​	​		​		​
Trade payables	​	​		13,748,183		19,479,005
Accrued expenses and other current liabilities	****	8		8,643,793		5,909,316
Derivative financial instruments	​	22		—		62,500
Current accounts due to related parties	****	13		—		530,030
Current portion of long-term borrowings	****	12		134,515,917		46,689,714
Total current liabilities	​	​	****	156,907,893		72,670,565
TOTAL LIABILITIES	​	​	****	627,553,502		671,672,693
TOTAL SHAREHOLDERS’ EQUITY & LIABILITIES	​	​	****	1,200,644,740		1,082,099,609

​

The accompanying notes are an integral part of these consolidated financial statements.

​ F-5

Table of Contents Consolidated statements of changes in equity for the years ended December 31, 2025, 2024 and 202 3

(amounts expressed in U.S. Dollars, except for number of shares)

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	ADDITIONAL	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	PAID IN	​	​	​	​	​	​	​	​
​	​	​	NUMBER OF	​	SHARE	​	CAPITAL	​	TREASURY	​	OTHER	​	RETAINED	​	​
​	Notes	​ ​ ​	SHARES	​ ​ ​	CAPITAL	​ ​ ​	(NOTE 15)	​ ​ ​	SHARES	​ ​ ​	RESERVES	​ ​ ​	EARNINGS	​ ​ ​	TOTAL
Balance – January 1, 2023	​	****	32,194,108	****	32,890	****	280,424,849	****	(4,583,929)	****	(28,606)	****	146,398,057	****	422,243,261
Profit for the year	​		—		—		—		—		—		145,251,024		145,251,024
Capital distribution (4.95 per share)	15	​	—		—		(159,360,835)		—		—		—		(159,360,835)
Other comprehensive loss for the year	​		—		—		—		—		(1,302)		—		(1,302)
Balance – December 31, 2023	​	****	32,194,108	****	32,890	****	121,064,014	****	(4,583,929)	****	(29,908)	****	291,649,081	****	408,132,148
Profit for the year	15		—		—		—		—		—		108,863,270		108,863,270
Capital distribution (3.31 per share)	​		—		—		(106,562,497)		—		—		—		(106,562,497)
Other comprehensive loss for the year	15		—		—		—		—		(6,005)		—		(6,005)
Balance – December 31, 2024	​	****	32,194,108	****	32,890	****	14,501,517	****	(4,583,929)	****	(35,913)	****	400,512,351	****	410,426,916
Profit for the year	​		—		—		—		—		—		122,951,543		122,951,543
Dividends declared (2.12 per share)	15	​	—	​	—	​	—	​	—	​	—	​	(70,681,085)	​	(70,681,085)
Other comprehensive income for the year	​		—		—		—		—		1,010		—		1,010
Common share issuance, net of offering expenses	​	​	3,239,436	​	3,239	​	110,389,615	​	—	​	—	​	—	​	110,392,854
Balance – December 31, 2025	​	****	35,433,544	****	36,129	****	124,891,132	****	(4,583,929)	****	(34,903)	****	452,782,809	****	573,091,238

All values are in US Dollars.

​

The accompanying notes are an integral part of these consolidated financial statements.

​ F-6

Table of Contents Consolidated statements of cash flows for the years ended December 31, 2025, 2024 and 202 3

(all amounts expressed in U.S. Dollars)

​	​	​	​	​	​	​	​	​
CASH FLOWS FROM OPERATING ACTIVITIES	​ ​ ​	Notes	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Profit for the year	​	​	****	122,951,543	****	108,863,270	****	145,251,024
Adjustments to reconcile profit to net cash provided by operating activities:	​	​		​		​		​
Depreciation and amortization	​	7		41,440,551		41,134,237		40,382,628
Interest expense	​	21		42,153,588		53,628,356		58,680,985
Amortization of loan financing fees and modification gain	​	12		1,246,265		2,263,416		1,994,191
Unrealized (gain)/ loss, net on derivatives	​	22		(1,653,464)		291,873		(20,135)
Interest income	​	21		(2,191,740)		(3,445,203)		(4,104,564)
Other non-cash items	​	​		1,010		(6,005)		(43,323)
Loss on debt extinguishment	​	12	​	1,383,768	​	—	​	—
Gain from modification of loans	​	12		—		(1,828,959)		—
Unrealized foreign exchange (gain)/ loss	​	​		(1,834,591)		907,110		(712,765)
Total reconciliation adjustments	​	​	****	80,545,387	****	92,944,825	****	96,177,017
Changes in working capital:	​	​		​		​		​
Trade and other receivables	​	​		(45,321,044)		17,674,147		(5,853,175)
Prepaid expenses and other current assets and non - current assets	​	​		(1,672,687)		(1,902,362)		(824,682)
Inventories	​	​		7,067,950		1,012,352		(8,343,486)
Trade payables	​	​		(5,973,333)		(4,470,575)		10,958,162
Accrued expenses and other current liabilities	​	​		2,782,144		2,398,299		(530,625)
Deferred revenue	​	​		—		—		(4,255,500)
Claims receivable	​	​		(77,521)		(127,048)		(7,137)
Due to related parties	​	13	​	(530,030)	​	(129,944)	​	659,974
Due from related parties	​	13	​	(6,286,469)	​	—	​	449,629
Total changes in working capital	​	​		(50,010,990)		14,454,869		(7,746,840)
Interest paid	​	​		(42,184,422)		(53,444,573)		(59,649,091)
Net cash provided by operating activities	​	​	****	111,301,518	****	162,818,391	****	174,032,110
CASH FLOWS FROM INVESTING ACTIVITIES	​	​		​		​		​
Decrease in restricted cash	​	​		—		1,449,925		2,032,927
Increase in restricted cash	​	​		(964,316)		(1,500,000)		—
Payments for special survey and drydocking costs	​	​		(3,416,523)		(11,189,402)		(3,306,052)
Payments for vessels and advances for acquisition of vessels	​	​		(40,193,651)		—		—
Interest received	​	​		2,154,731		3,299,288		2,233,711
Net cash (used in)/ provided by investing activities	​	​	****	(42,419,759)	****	(7,940,189)	****	960,586
CASH FLOWS FROM FINANCING ACTIVITIES	​	​		​		​		​
Proceeds from long-term borrowings	​	12		195,000,000		199,260,000		197,000,000
Repayments of long-term borrowings	​	12		(236,857,084)		(246,117,877)		(243,355,165)
Capital distribution	​	14		—		(106,562,497)		(159,360,835)
Dividends paid	​	14	​	(70,681,085)	​	—	​	—
Payment of long-term borrowing fees	​	12		(1,300,000)		(1,259,319)		(1,350,000)
Net proceeds from common share issuance	****	14		110,392,854		—		—
Net cash used in financing activities	​	​	****	(3,445,315)	****	(154,679,693)	****	(207,066,000)
Effects of exchange rate changes of cash held in foreign currency	​	​		1,856,633	****	(847,236)	****	719,818
Net change in cash and cash equivalents	​	​		65,436,444		198,509		(32,073,304)
Cash and cash equivalents at beginning of year	​	​		49,343,664		49,992,391		81,345,877
Cash and cash equivalents at end of year	​	​	****	116,636,741	****	49,343,664	****	49,992,391
Supplemental cash flow information	​	​		​		​		​
Capital expenditures included in trade payables	​	​		2,005,728		1,242,578		803,751

​

The accompanying notes are an integral part of these consolidated financial statements.

​ F-7

Table of Contents Notes to the Consolidated Financial Statements

1.	Incorporation and General Information

Okeanis Eco Tankers Corp. (“OET,” the “Company” or “Okeanis Eco Tankers” and together with its wholly owned subsidiaries, the “Group”) was incorporated on April 30, 2018 as a corporation under the laws of the Republic of the Marshall Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960. Glafki Marine Corp. (“Glafki”), owned by Messrs. Ioannis and Themistoklis Alafouzos, were the controlling shareholders of OET until June 2022. In June 2022, the voting interests of Mr. Themistoklis Alafouzos were transferred to Hospitality Assets Corp. (“Hospitality”) and as of June 2022, Glafki and Hospitality, each owned by Messrs. Ioannis and Themistoklis Alafouzos, respectively, collectively hold a controlling interest in OET.

Glafki and Hospitality, as of December 31, 2025, own 31.1% and 18.8% of the Company’s outstanding common shares, respectively.

The Group, as of December 31, 2025, owns or bareboat charters-in under a finance lease fourteen vessels and had entered into memoranda of agreement for two additional vessels under construction. The principal activity of its subsidiaries is to own, charter-out and operate tanker vessels in the international shipping market.

The consolidated financial statements comprise the financial statements of the Group.

The Company traded on the Euronext Growth Oslo (ex-Merkur Market) from July 3, 2018 until March 8, 2019, when it was then admitted for trading on the Euronext Expand (ex-Oslo Axess). On January 29, 2021, the Company transferred its listing from Euronext Expand to Euronext Oslo Børs.

On December 11, 2023, the Company’s common shares began trading on the New York Stock Exchange (“NYSE”), simultaneously with their trading on the Oslo Børs, which is currently considered as the Company’s secondary listing.

As at December 31, 2025 the Group comprises the following companies:

​	​	​	​	​	​	​	​
Company name	​ ​ ​	Date of Acquisition of Interest by OET	​ ​ ​	Incorporated	​ ​ ​	Interest held by OET	****
Therassia Marine Corp.	​	28-Jun-18		Liberia		100	%
Milos Marine Corp.	​	28-Jun-18		Liberia		100	%
Ios Maritime Corp.	​	28-Jun-18		Liberia		100	%
Omega One Marine Corp.	​	28-Jun-18		Marshall Islands		100	%
Omega Two Marine Corp.	​	28-Jun-18		Marshall Islands		100	%
Omega Three Marine Corp.	​	28-Jun-18		Marshall Islands		100	%
Omega Four Marine Corp.	​	28-Jun-18		Marshall Islands		100	%
Omega Five Marine Corp.	​	28-Jun-18		Marshall Islands		100	%
Omega Six Marine Corp.	​	9-Oct-19		Marshall Islands		100	%
Omega Seven Marine Corp.	​	28-Jun-18		Marshall Islands		100	%
Omega Nine Marine Corp.	​	28-Jun-18		Marshall Islands		100	%
Omega Ten Marine Corp.	​	9-Oct-19		Marshall Islands		100	%
Omega Eleven Marine Corp.	​	28-Jun-18		Marshall Islands		100	%
Omega Twelve Marine Corp.	​	25-Nov-25	​	Marshall Islands	​	100	%
Omega Fourteen Marine Corp.	​	25-Nov-25	​	Marshall Islands	​	100	%
Nellmare Marine Ltd	​	28-Jun-18		Marshall Islands		100	%
Anassa Navigation S.A.	​	28-Jun-18		Marshall Islands		100	%
Arethusa Shipping Ltd.	​	28-Jun-18		Marshall Islands		100	%
Moonsprite Shipping Corp.	​	28-Jun-18		Marshall Islands		100	%
Theta Navigation Ltd	​	15-Jun-21		Marshall Islands		100	%
Ark Marine S.A.	​	15-Jun-21		Marshall Islands		100	%
OET Chartering Inc.	​	28-Jun-18		Marshall Islands		100	%
Okeanis Eco Tankers Corp.	​	—		Marshall Islands		—	​

​

​ F-8

Table of Contents

2.	Basis of Preparation and statement of compliance

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The consolidated financial statements are presented in United States Dollars ($) since this is the currency in which the majority of the Group’s transactions are denominated, thus the United States Dollar is the Group’s functional and presentation currency.

The consolidated financial statements have been prepared on the historical cost basis, except for derivatives measured at their fair value.

The consolidated financial statements have been prepared on a going concern basis as the directors have, at the time of approving the financial statements, reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

The Group’s annual consolidated financial statements were approved and authorized for issue by the Board of Directors on March 20, 2026.

3.	Basis of Consolidation

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statements of profit or loss and other comprehensive income from the date the Company gains control until the date it ceases to control the subsidiary.

Control is achieved when the Company:

●	has power over the investee;
●	is exposed, or has rights, to variable returns from its involvement with the investee; and
---	---
●	has the ability to use its power to affect its returns.
---	---

The Company reassesses whether or not it controls a subsidiary if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

4.	Summary of Material Accounting Policies

Use of estimates

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the stated amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Vessel revenue recognition

Revenues are generated from time charter and voyage charter agreements.

Under a voyage charter agreement, the vessel transports a specific agreed-upon cargo for a single voyage which may include multiple load and discharge ports. The consideration is determined on the basis of a freight rate per metric ton of cargo carried, or on a lump sum basis. The voyage charter agreement generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or “dead” freight. The voyage charter agreement generally has standard payment terms, where freight is paid within certain days after the completion of discharge. The voyage charter agreement generally has a “demurrage” or “despatch” clause. The considerations received under the demurrage and despatch clauses are considered variable consideration and are recognized at contract inception and the estimates of initial recognition are updated throughout the period of the voyage charter agreement. F-9

Table of Contents The consideration received under the demurrage clause represents damages paid to the shipowner for exceeded laytime (i.e., the charterer exceeds the amount of time specified in the contract for loading or discharging the cargo from the vessel, or both).

Conversely, the shipowner may be required to pay despatch fees to the charterer as incentive for loading or discharging cargo in less time (i.e., for reducing the time a vessel must spend in port loading or discharging cargo). The consideration received/paid under the demurrage and despatch clauses is calculated based on the number of days the charterer exceeds/reduces the loading/discharging time multiplied by the daily rate which is based on specific terms of the voyage charter agreement.

Management makes a detailed assessment of demurrage and despatch amount expected to be received/ paid which is included in revenue only to the extent that it is highly probable that the amount will be collectible and not be subject to a significant reversal.

In a voyage charter agreement, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Group determined that its voyage charter agreements consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and as a result revenue is recognized on a straight-line basis over the voyage days.

The voyage charter agreements are considered service contracts which fall under the provisions of IFRS 15, because the Group as shipowner retains control over the operations of the vessel, such as directing the routes taken or the vessel’s speed.

Under a voyage charter agreement, the Group bears all voyage related costs such as fuel costs, port charges and canal tolls, as applicable.

Under a time charter agreement, the vessel is hired by the charterer for a specified period of time in exchange for consideration which is usually based on a daily hire rate. In addition, certain of the Group’s time charter arrangements may, from time to time, include profit-sharing clauses, arising from the sharing of earnings together with third parties and the allocation to the Group of such earnings based on a predefined methodology. Subject to any restrictions in the time charter agreement, the charterer has the full discretion over the ports visited, shipping routes and vessel speed. The time charter agreement generally provides typical warranties regarding the speed and performance of the vessel. The time charter agreement generally has some owner- protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carries only lawful or non-hazardous cargo. In a time charter agreement, the Group is responsible for all the costs incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubricants. The charterer bears the voyage-related costs such as bunker expenses, port charges and canal tolls during the hire period. The charterer generally pays the charter hire in advance of the upcoming period of the agreement. Under a time charter agreement, the hire rate per the charter agreement has two components: the lease component and the service component relating to the vessel operating costs. Each component is accounted for in accordance with the applicable accounting standard. The revenue in relation to the lease component of the agreements is accounted for under IFRS 16 Leases. The revenue in relation to the service component relates to vessel operating expenses, which include expenses that are paid by the vessel owner such as management fees, crew wages, provisions and stores, technical maintenance and insurance expenses. These costs are essential to operating a charter and the charterers receive the benefit of these when the vessel is used during the contracted time and, therefore, these costs are accounted for in accordance with the requirements of IFRS 15 Revenue from Contracts with Customers. This revenue is recognized “over time” as the customer (i.e., the charterer) is simultaneously receiving and consuming the benefits of the service. Revenue from time charter agreements is recognized on a straight-line basis over the duration of the time charter agreement. The lease period begins when the vessel is delivered to the charterer and continues until it is redelivered to the Group. In case of a time charter agreement with contractual changes in rates throughout the term of the agreement, any differences between the actual and the straight-line revenue in a reporting period is recognized as a straight-line asset or liability and reflected under current assets or current liabilities, respectively, in the consolidated statement of financial position.

Address commissions are discounts provided to charterers under time and voyage charter agreements. Brokerage commissions are commissions payable to third-party chartering brokers for commercial services rendered. Both address and brokerage commissions are recognized on a straight-line basis over the duration of the voyage or the time charter period, and are reflected under Revenue and Commissions, respectively, in the consolidated statements of profit or loss and other comprehensive income.

Deferred revenue represents revenue collected in advance of being earned. The portion of deferred revenue, which is recognized in the next twelve months from the consolidated statements of financial position date, is classified under current liabilities in the consolidated statements of financial position. F-10

Table of Contents Voyage expenses

Voyage expenses mainly relate to voyage charter agreements and consist of port, canal and bunker costs that are unique to a particular voyage, and are recognized as incurred. Under time charter arrangements, voyage expenses are paid by charterers, except when off-hire.

Management believes that mobilization of a vessel from a previous port of discharge to a subsequent port of loading does not result in a separate benefit for charterers and that the activity is thus incapable of being distinct. This activity is considered to be a required set-up activity to fulfill the contract. Consequently, positioning and repositioning fees and associated expenses should be recognized over the period of the contract to match the recognition of the respective hire revenues realized, and not at a certain point in time following the adoption of IFRS 15 Revenue from Contracts with Customers. All other voyage expenses are expensed as incurred, with the exception of commissions, which are also recognized on a pro-rata basis over the duration of the period of the time and voyage charter. Bunkers’ consumption included in voyage expenses include bunkers consumed during vessels’ unemployment and off - hire days.

Vessel operating expenses

Vessel operating expenses comprise all expenses relating to the operation of the vessel under time and voyage charter agreements, including crewing, insurance, repairs and maintenance, stores, lubricants, spares and consumables and miscellaneous expenses. Vessel operating expenses are recognized as incurred; payments in advance of services or use are recorded as prepaid expenses.

The majority of the Group’s operating expenses (such as crew costs, spares, stores, insurances, repairs, surveys, telecommunication and various other expenses) are paid on behalf of the vessels by Kyklades Maritime Corporation (“KMC”).

Trade and other receivables

Trade receivables include estimated recoveries from hire and freight billings to charterers, net of any provision for doubtful accounts, as well as interest receivable from time deposits. Trade receivables are written off when there is no reasonable expectation of recovery, such as in cases of bankruptcy or protracted default, after all reasonable recovery efforts have been exhausted.

At each statement of financial position date, the Group assesses its potential expected credit losses (“ECLs”) in accordance with IFRS 9. The simplified approach is applied to trade and other receivables and the Group recognizes ECLs on trade receivables. Under the simplified approach, the loss allowance is always equal to ECLs. As of December 31, 2025 and 2024, the Group performed the respective exercise and concluded that the expected credit losses calculated were immaterial.

As of December 31, 2025, trade and other receivables’ fair value approximates their carrying amount.

Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Deferred financing costs

Fees incurred for obtaining new borrowings or refinancing existing facilities such as arrangement, structuring, legal and agency fees are deferred and classified against long-term borrowings in the consolidated statements of financial position. Any fees incurred for borrowing facilities not yet advanced, but it is considered certain that they will be drawn down, are deferred and classified under non-current assets in the consolidated statements of financial position. These fees are classified against long-term borrowings on the loan drawdown date.

Deferred financing costs are deferred and amortized over the term of the relevant borrowing using the effective interest method, with the amortization expense reflected under interest and finance costs in the consolidated statements of profit or loss and other comprehensive income. Any unamortized deferred financing costs related to borrowings which are either fully repaid before their scheduled maturities or related to borrowings extinguished are written-off in the consolidated statements of profit or loss and other comprehensive income. F-11

Table of Contents Vessels and depreciation

Vessels are stated at cost, which comprises vessels’ contract price, major improvements, and direct delivery and acquisition expenses less accumulated depreciation and any impairment. Depreciation is calculated on a straight-line basis over the estimated useful life of the vessels, after considering their estimated residual value. Each vessel’s residual value is equal to the product of its lightweight tonnage and its estimated scrap rate. The scrap rate is estimated to be approximately $400 per ton of lightweight steel. The Group currently estimates the useful life of each vessel to be 25 years from the date of original construction.

Special survey and drydocking costs

At the time of a vessel’s delivery from the shipyard, the estimated cost of the first special survey/drydocking is identified and capitalized as a separate component of the vessel’s cost. This component is depreciated over the period to the next scheduled special survey, which is generally five years. Subsequent special survey and drydocking costs are capitalized as a separate component of vessel cost. These costs are capitalized when incurred and depreciated over the estimated period to the next scheduled special survey/drydocking. The Group’s vessels are required to undergo special survey/drydocking approximately every 5 years, until a vessel reaches 10 years of age, after which a vessel is required to be specially surveyed/drydocked approximately every 2.5 years. If a special survey or drydocking is performed prior to the scheduled date, any remaining balances are written-off and reflected in depreciation and amortization in the statements of profit or loss and other comprehensive income.

Impairment of vessels, vessels under construction and right-of-use assets

The Group assesses at each reporting date whether there are any indications that the carrying amounts of the vessels, vessels under construction and right-of-use assets may not be recoverable. If such an indication exists, and where the carrying amount exceeds the estimated recoverable amount, the vessels, vessels under construction and right-of-use assets, are written down to their recoverable amount. The recoverable amount is the greater of fair value less costs to sell and value-in-use. The fair value less costs to sell is the amount obtainable from the sale of a vessel in an arm’s length transaction, less any associated costs of disposal. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the vessels.

Advances for vessels under construction

Advances for vessels under construction comprise the cumulative amount of instalments paid to shipyards for vessels under construction, other pre-delivery expenses directly related to the construction of the vessel and capitalized interest at the statements of financial position date. On delivery of a vessel, the balance is transferred to vessels, net, in the consolidated statements of financial position.

Vessels held for sale and discontinued operations

Vessels are classified as current assets in the statements of financial position when their carrying amount will be recovered through a sale transaction rather than continuing use. A vessel is classified as held for sale when it is available for immediate sale in its present condition and the sale is highly probable.

A highly probable sale implies that, management is committed to a plan to sell the vessel and the plan has been initiated and, further, that the Company is actively seeking to locate a buyer. The vessel must be actively marketed for sale at a reasonable price and the sale is expected to be completed within one year from the date of classification as held for sale.

Vessels classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell.

A discontinued operation is a component of the Company’s business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon disposal. When an operation is classified as a discontinued operation, the comparative statements of profit or loss and other comprehensive income is presented as if the operation had been discontinued from the start of the comparative period. F-12

Table of Contents Foreign currency translations

The functional currency of the Company and its subsidiaries is the U.S. dollar because the vessels operate in international shipping markets, which primarily transact business in U.S. dollars. Transactions denominated in foreign currencies are converted into U.S. dollars and are recorded at the exchange rate in effect at the date of the transactions. For the purposes of presenting these consolidated financial statements, monetary assets and liabilities denominated in foreign currencies are translated to U.S. dollars at the rate of exchange prevailing at the consolidated statement of financial position date. Any resulting foreign exchange differences are reflected under foreign exchange gain/(loss) in the consolidated statement of profit or loss and other comprehensive income. The Company presents its consolidated financial statements in U.S. dollars.

Interest-bearing borrowings

Borrowings are initially recognized at fair value, being the fair value of the consideration received net of issue costs associated with the borrowing. After initial recognition, interest-bearing borrowings are subsequently measured at amortized cost using the effective interest method and classified as current and non-current based on their repayment profile. The Company derecognizes a borrowing when it is repaid or refinanced (in case of the latter, when its terms are modified and the cash flows of the modified borrowing liability are substantially different, the new liability is being recognized based on the modified terms and is recognized at fair value).

Vessels with an aggregate carrying amount of $922,117,179 as of December 31, 2025 (December 31, 2024: $702,526,997) have been pledged as collateral under the terms of the Group’s credit facilities (Note 12).

Cash and cash equivalents

The Group considers highly liquid investments such as time deposits and certificates of deposit with original maturities of three months or less to be cash equivalents. For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.

Restricted cash

Restricted cash represents pledged cash deposits or minimum liquidity to be maintained with certain banks under the Group’s borrowing arrangements. In the event that the borrowing relating to such deposits is expected to be terminated within the next twelve months from the statements of financial position date, they are classified under current assets otherwise they are classified as non-current assets on the statements of financial position. The Group classifies restricted cash separately from cash and cash equivalents in the consolidated statements of financial position. Restricted cash does not include general minimum liquidity requirement.

Segment Information

The Group evaluates its vessels’ operations and financial results, principally by assessing their revenue generation, and not by the type of vessel, employment, customer or type of charter. Among others, Earnings before Interest, Tax, Depreciation and Amortization (“EBITDA”), Operating expenses (“Opex”) and Gross profit (or otherwise referred to as “Time Charter Equivalent”), are used as key performance indicators. The CEO, who is the chief operating decision maker, reviews these performance metrics of the fleet in aggregate, and thus, the Group has determined that it operates under one reportable segment, that of operating tanker vessels transporting crude oil. Furthermore, due to the international nature of oil transportation, the vessels’ employability is on a worldwide scale, subject to restrictions as per the charter agreement, and, as a result, the Company discloses the revenue generated per continent, based on the Company’s customers’ headquarters.

Inventories

Inventories consist of bunkers, lubricating oils, urea and other items including stock provisions remaining on board and are owned by the Group at the end of each reporting period. Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. For an analysis of inventories as of December 31, 2025 and 2024, refer to Note 6. F-13

Table of Contents Cash flow statement policy

The Group uses the indirect method to report cash flows from operating activities.

Earnings per share

Basic earnings per share is calculated by dividing profit attributable to common stock holders by the weighted average number of common shares outstanding. Diluted earnings per share is calculated by adjusting profit attributable to common stock holders and the weighted average number of common shares used for calculating basic earnings per share for the effects of all potentially dilutive shares. Such dilutive common shares are excluded when the effect would be to reduce a loss per share or increase earnings per share. The Group applies the if-converted method when determining diluted earnings per share.

This requires the assumption that all securities or contracts to issue common shares have been exercised or converted into common shares at the beginning of the period or, if not in existence at the beginning of the period, the date of the issue of the financial instrument or the granting of the rights by which they are granted. Under this method, once potential common shares are converted into common shares during the period, the dividends, interest and other expense associated with those securities or contracts to issue common shares will no longer be incurred. The effect of conversion, therefore, is to increase income attributable to common shareholders as well as the number of shares issued. Conversion will not be assumed for purposes of computing diluted earnings per share if the effect would be anti-dilutive. Common shares held in treasury are not deemed outstanding.

Employee compensation — personnel

Employee compensation is recognized as an expense, unless the cost qualifies to be capitalized as an asset. Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Group’s contributions are recognized as employee compensation expenses when they are due.

Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability of annual leave as a result of services rendered by employees up to the consolidated statements of financial position date.

Termination benefits are those benefits which are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the statement of financial position date are discounted to present value.

Pension and retirement benefit obligations — crew

Crew on board is employed under short-term contracts (usually up to nine months) and, accordingly, the Group is not liable for any pension or other retirement benefits.

Taxation

A non-U.S. corporation such as the Company and its subsidiaries generally is subject to a 2% U.S. federal income tax (the “freight tax”) in respect of gross shipping income earned from voyages to or from the U.S. However, a corporation that qualifies for the benefits of Section 883 of the U.S. Internal Revenue Code (which depends, in part, on the ownership of the corporation) is exempt from this tax. The Group intends to take the position that it qualified for the Section 883 exemption in 2025, and therefore, that the freight tax should not be owed for such year. However, the freight tax could be owed in future years due to a change in circumstances.

All companies comprising the Group are not subject to any other tax on international shipping income since their countries of incorporation do not impose such taxes. The Group’s vessels are subject to registration and tonnage taxes, which are included under vessel operating expenses in the consolidated statements of profit or loss and other comprehensive income. F-14

Table of Contents Equity

The Company has one class of common stock outstanding. All the shares rank in parity with one another. Each common share carries the right to one vote in a meeting of the shareholders and all common shares are otherwise equal in all respects.

The Company’s share capital consists of 500,000,000 common shares, par value $0.001 per share, and 100,000,000 preferred shares, par value of $0.001 per share. The Company’s issued and outstanding share capital is represented by 35,433,544 common shares, par value $0.001 per share as of December 31, 2025. In addition, as of December 31, 2025 and as of the date of this report, OET holds 695,892 common shares in treasury (which are not deemed outstanding) amounting to $4,583,929, measured at cost.

Dividends and capital distributions to shareholders are recognized in shareholder’s equity in the period when they are authorized.

Share buybacks are recognized when they occur.

Treasury shares

Common share repurchases are recorded at cost based on the settlement date of the transaction. These shares are classified as treasury shares, which is a reduction to shareholders’ equity. Treasury shares are included in authorized and issued shares but excluded from outstanding shares.

Provisions and contingencies

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle this obligation and a reliable estimate of the amount of the obligation can be made.

Provisions are reviewed at each consolidated statement of financial position date and adjusted to reflect the present value of the expenditure expected to be required to settle the obligation. Contingent liabilities are not recognized in the consolidated financial statements but are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the consolidated financial statements but are disclosed when an inflow of economic benefits is probable.

Long-term Borrowings

Long-term borrowings are initially recognized at fair value, net of transaction costs. Subsequently, they are measured at amortized cost using the effective interest rate (EIR) method. Any difference between the proceeds (net of transaction costs) and the settlement of the borrowings is recognized in the consolidated statement of profit or loss over the term of the borrowings.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period. Long-term borrowings also include arrangements such as sale and leaseback transactions with an option or obligation to repurchase the asset. In such cases, the Group continues to recognize the asset and a financial liability for the amount of the consideration received from the customer.

Modification of Long-term Borrowings

The Group accounts for modifications of financial liabilities in accordance with IFRS 9 “Financial Instruments”. A financial liability is considered modified when the contractual terms of the loan are renegotiated or amended without leading to derecognition.

Non-substantial Modification

If the modification of a financial liability is non-substantial (i.e., does not result in a significant change in contractual terms), the liability is not derecognized. Instead:

·	The carrying amount of the liability is adjusted to the present value of the modified future cash flows, discounted at the original effective interest rate (EIR).

F-15

Table of Contents

·	Any difference between the carrying amount before modification and the remeasured liability is recognized as a modification gain or loss in profit or loss.
·	Any costs or fees incurred are adjusted against the carrying amount of the liability and amortized over the remaining term.
---	---

A modification is considered non-substantial when the discounted present value of the revised cash flows does not differ by more than 10% from the carrying amount of the original liability.

Substantial Modification

A modification is deemed substantial if:

·	The revised contractual terms result in a significant change in the liability’s terms, or
·	The 10% test (quantitative assessment) indicates a significant difference.
---	---

If a substantial modification occurs:

·	The original financial liability is derecognized, and a new financial liability is recognized at fair value.
·	The difference between the carrying amount of the original liability and the fair value of the new liability is recognized in profit or loss.
---	---
·	Any costs or fees incurred in the modification are included in the calculation of the gain or loss upon derecognition.
---	---

Fair value of financial assets and liabilities

The definitions of the levels, provided by IFRS 13 Fair Value Measurement, are based on the degree to which the fair value is observable.

●	Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities.
●	Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
---	---
●	Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
---	---

Cash and cash equivalents and restricted cash are considered Level 1 financial instruments. Variable rate long-term borrowings and derivative financial instruments are considered Level 2 financial instruments. There are no financial instruments in Level 3, nor any transfers between fair value hierarchy levels during the periods presented.

The carrying amounts reflected in the consolidated statements of financial position for cash and cash equivalents, restricted cash, trade and other receivables, claims receivable, current accounts due from related parties and other current liabilities, approximate their respective fair values due to the relatively short-term maturity of these financial instruments.

The fair value of variable rate long-term borrowings approximates their recorded value, due to their variable interest being the U.S. dollar SOFR (that substituted LIBOR from July 1, 2023 onwards) and due to the fact that financing institutions have the ability to pass on their funding cost to the Group under certain circumstances, which reflects their current assessed risk. The terms of the Group’s long-term borrowings are similar to those that could be procured as of December 31, 2025. SOFR rates are observable at commonly quoted intervals for the full term of the loans and hence variable rate long-term borrowings are considered Level 2 financial instruments. F-16

Table of Contents Sale and leaseback transactions

If a vessel is sold and subsequently leased back by the Group, pursuant to a memorandum of agreement (MoA) and a bareboat charter agreement, the Group determines when a performance obligation is satisfied in IFRS 15, to determine whether the transfer of a vessel is accounted for as a sale. If the transfer of a vessel satisfies the requirements of IFRS 15 to be accounted for as a sale, the Group measures the right-of- use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained and recognizes only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor. If the transfer of a vessel does not satisfy the requirements of IFRS 15 to be accounted for as a sale, the Group continues to recognize the transferred vessel and shall recognize a financial liability equal to the transfer proceeds. All of the Group lease financing agreements as of December 31, 2025 and 2024 were of this type. Please refer to Note 12 for the description of the nature of these sale and leaseback arrangements, general terms, covenants included, any variable payments, if any, as well as the purchase options and/or obligations they provide for.

Leases

The Group as a Lessee

The Group is a lessee, pursuant to contracts for the lease of office space and a Company car.

The Group assesses whether a contract is, or contains a lease, at inception of the contract applying the provisions of IFRS 16, and recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for instances where the Group makes use of the available practical expedients included in IFRS 16. These expedients relate to short-term leases (defined as leases with a lease term of twelve months or less) or leases of low value assets. For these leases, the Group continues to recognize the lease payments as an operating expense on a straight-line basis over the term of the lease, unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

The Group as a lessor

The Group enters into lease agreements as a lessor with respect to chartering out its vessels.

Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. Lease classification is made at the inception date and is reassessed only if there is a lease modification. Changes in estimates (for example, changes in estimates of the economic life or of the residual value of the underlying asset), or changes in circumstances (for example, default by the lessee), do not give rise to a new classification of a lease.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the asset and recognized on a straight-line basis over the lease term. Amounts due from leases under finance leases are recognized as receivables at the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.

When a lease agreement includes lease and non-lease components, the Group applies IFRS 15 to allocate the consideration under the agreement to each component.

The Group has determined that the lease component is the lease of a vessel and that the non-lease component comprises vessel operating services provided in connection with the operation of the vessel, including technical management and related operating services. The consideration in the contract is allocated to each separate lease and non-lease component based on the relative stand-alone price of each component, in accordance with IFRS 15. F-17

Table of Contents These components are accounted for as follows:

●	All fixed lease revenue earned under these lease agreements is recognized on a straight-line basis over the term of the lease under IFRS 16.
●	The non-lease component is accounted for as services revenue under IFRS 15. This revenue is recognized “over time” as the customer (i.e., the charterer) is simultaneously receiving and consuming the benefits of the service.
---	---

Derivative financial instruments — Interest rate swaps

The Group uses, from time-to time, interest rate swaps to economically hedge its exposure to interest rate risk arising from its variable rate borrowings. Interest rate swaps are initially recognized at fair value on the consolidated statements of financial position on the date the derivative contracts are entered into and are subsequently remeasured to their fair value at each reporting date. The fair value of these derivative financial instruments is based on a discounted cash flow calculation. The resulting changes in fair value are recognized in the consolidated statements of profit or loss and other comprehensive income unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in the consolidated statements of profit or loss and other comprehensive income depends on the nature of the hedge relationship. Derivatives are presented as current or non-current assets when their valuation is favourable to the Group and as current or non-current liabilities when unfavourable to the Group. Cash outflows and inflows resulting from derivative contracts are presented as cash flows from operations in the consolidated statements of cash flows. The Company has selected not to apply hedge accounting and records the effect from its interest rate swaps movement in its consolidated statement of profit or loss.

Derivative financial instruments — Forward Freight Agreements (FFAs)

The Group enters into FFAs to economically hedge its trading exposure in the spot market. FFAs are derivative financial instruments initially recognized at fair value on the consolidated statements of financial position on the date the FFAs are entered into and are subsequently remeasured to their fair value at each reporting date. Upon settlement, if the contracted charter rate is less than the average of the rates, as reported by an identified index, for the specified route and time period, the seller of the FFA is required to pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period covered by the FFA. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. The resulting changes in fair value are recognized in the consolidated statements of profit or loss and other comprehensive income unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in the consolidated statements of profit or loss and other comprehensive income depends on the nature of the hedge relationship. FFA derivatives are presented as current or non-current assets when their valuation is favourable to the Group and as current or non- current liabilities when unfavourable to the Group.

Classification as current or non-current is determined based on the FFA’s maturities. Cash outflows and inflows resulting from the FFAs are presented as cash flows from operations in the consolidated statements of cash flows. FFA derivatives are considered to be Level 2 items in accordance with the fair value hierarchy as defined in IFRS 13 Fair Value Measurement. FFAs do not qualify for hedge accounting and therefore unrealized gains or losses are recognized under Unrealized/realized gain/(loss), net on derivatives in the consolidated statements of profit or loss and other comprehensive income.

Derivative financial instruments — Foreign Exchange Forward Swaps (FXSs)

The Group enters into FXSs to economically hedge its exposure to floating foreign exchange rates arising from the Group’s exposure to Euro versus USD fluctuations. FXSs are initially recognized at fair value on the consolidated statement of financial position on the date the derivative contracts are entered into and are subsequently re-measured to their fair value at each reporting date. The fair value of these derivative financial instruments is based on a discounted cash flow calculation. The resulting changes in fair value are recognized in the consolidated statements of profit or loss and other comprehensive income. FXSs are presented as assets when their valuation is favorable to the Group and as liabilities when unfavorable to the Group. Cash outflows and inflows resulting from FXSs derivative contracts are presented as cash flows from operations in the consolidated statement of cash flows.

Foreign exchange forward swap agreements are considered Level 2 financial instruments. F-18

Table of Contents Interest income and finance cost

Interest income comprise interest receivable from available bank balances and short-term deposits. Financing costs comprise interest payable on borrowings, various banks charges and bank related fees. Interest income and finance costs are recognized in the consolidated statements of profit or loss and other comprehensive income, using the effective interest rate method, as they accrue.

Adoption of new and revised IFRS

Standards and interpretations effective in the current year

There are no IFRS standards and amendments effective in the current year that are expected to have a material effect on the Group’s financial statements.

Standards and amendments in issue not yet effective

At the date of authorization of these consolidated financial statements, the following standards and amendments relevant to the Group were in issue but not yet effective:

In April 2024, the IASB issued the new standard IFRS 18 — Presentation and Disclosure in Financial Statements, with the aim to give investors more transparent and comparable information about companies’ financial performance through the introduction of three sets of new requirements: improved comparability in the income statement; enhanced transparency of management-defined performance measures; more useful grouping of information in the financial statements. The new standard will affect all companies using IFRS Accounting Standards and will replace IAS 1 — Presentation of Financial Statements (while some of its requirements will be carried forward in IFRS 18). The standard is effective on or after January 1, 2027 but early adoption is possible. Management is currently assessing the impact this standard will have on its consolidated financial statements.

In May 2024, the IASB issued amendments to IFRS 9 — Financial Instruments and IFRS 7 — Financial Instruments-Disclosure, to clarify the requirements for the timing of recognition and derecognition of certain financial assets and financial liabilities, including a new exception for some financial liabilities settled through an electronic cash transfer system, and to assess contractual cash flow characteristics of financial assets, including those with ESG-linked features. They also amended disclosure requirements relating to investments in equity instruments designated at fair value through other comprehensive income and added disclosure requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs. The amendments are effective for annual reporting periods beginning on or after January 1, 2026, but early adoption is possible. Management anticipates that this amendment will not have a material impact on the Group’s financial statements.

In July 2024, the IASB published ‘Annual Improvements to IFRS Accounting Standards — Volume 11’. It contains amendments to five standards as result of the IASB’s annual improvements project (IFRS 1 — First-time Adoption of International Financial Reporting Standards, IFRS 7 — Financial Instruments: Disclosures, IFRS 9 — Financial Instruments, IFRS 10 — Consolidated Financial Statements, IAS 7 — Statement of Cash Flows). The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted. The Group is currently assessing the impacts from the adoption of those five standards.

There are no other IFRS standards and amendments issued by but not yet effective that are expected to have a material effect on the Group’s financial statements.

5.	Critical Accounting Judgments and Key Sources of Estimation Uncertainty

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the stated amounts of revenues and expenses during the reporting period. Management evaluates whether estimates should be in use on an ongoing basis by utilizing historical experience, consultancy with experts, and other methods it considers reasonable in the particular circumstances. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the asset or liability in the future. F-19

Table of Contents The key sources of estimation uncertainty are as follows:

Classification of lease contracts

The classification of the leaseback element of a sale and leaseback transaction as either an operating or a finance leaseback requires judgment. The Group follows a formalized process to determine whether a sale of the vessel has taken place, in accordance with the criteria established in IFRS 15. In this determination, an assessment of the nature of any repurchase options is made. The outcome of the transaction (at option exercise dates in particular) may differ from the original assessment made at inception of the lease contract.

Vessel lives and residual values

The carrying value of the vessels represents their original cost at the time of purchase, less accumulated depreciation and any impairment. Vessels are depreciated to their residual values on a straight-line basis over their estimated useful lives. The estimated useful life of 25 years is management’s best estimate, that remains unchanged compared to prior year. The residual value is estimated as the lightweight tonnage of the vessel multiplied by a forecast scrap value per ton. The scrap value per ton is estimated using market scrap prices, assuming a vessel is already of age, and its condition is as expected at the end of its useful life at the statement of financial position date. The scrap rate is estimated to be approximately $400 per ton of lightweight steel.

An increase in the estimated useful life of a vessel or in its scrap value would have the effect of decreasing the annual depreciation charge. A decrease in the useful life of a vessel or in its scrap value would have the effect of increasing the annual depreciation charge.

When regulations place significant limitations over the ability of a vessel to trade on a worldwide basis, the vessel’s useful life is adjusted to end at the date such regulations become effective. The estimated salvage value of the vessel may not represent the fair market value at any one time since market prices of scrap values tend to fluctuate.

Impairment of vessels

The Company evaluates the carrying amounts of the Group’s vessels to determine whether there is any indication that they have suffered an impairment loss by considering both internal and external sources of information. If any such indication exists, their recoverable amounts are estimated in order to determine the extent of the impairment loss, if any.

Likewise, if there is an indication that an impairment loss recognized in prior periods no longer exists or may have decreased, the need for recognizing an impairment reversal is assessed by comparing the carrying amount of the vessels to the latest estimate of recoverable amount.

Recoverable amount is the higher of fair value less costs to sell and value in use. As part of this evaluation, the Company considers both internal and external indicators of potential impairment, in accordance with IAS 36. Indicators of possible impairment may include, but are not limited to, comparing the carrying amount of net assets to market capitalization, changes in interest rates, changes in the technological, market, economic, or legal environments in which the Group operates, changes in forecasted charter rates, and movements in external broker valuations. The Company also assesses whether any evidence suggests the obsolescence or physical damage of the Group’s assets, whether the Group has any plans to dispose of an asset before the end of this estimated useful life.

In assessing value-in- use, the estimated future cash flows are discounted to their present value, using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. As part of the process of assessing the fair value less cost to sell for a vessel, the Group obtains valuations from independent ship brokers on a quarterly basis or when there is an indication that an asset or assets may be impaired. If an indication of impairment is identified, the need for recognizing an impairment loss is assessed by comparing the carrying amount of the vessel to the higher of the fair value less cost to sell and the value-in-use.

As of December 31, 2025 and 2024, the carrying amount of the vessels owned by the Group was lower than their respective fair values, as estimated by management with consideration to independent brokers’ valuations. As a result, there were no events or circumstances triggering the existence of potential impairment or reversal of impairment of its vessels. F-20

Table of Contents Deferred drydocking costs

The Group recognizes drydocking costs as a separate component from the vessels’ carrying amounts and depreciates them on a straight-line basis over the estimated period until the next drydocking of the vessels. If a vessel is disposed of before the next scheduled drydocking, the remaining balance is written-off and forms part of the gain or loss recognized upon disposal of vessels in the period when contracted. Vessels are estimated to undergo drydocking every 5 years after their initial delivery from the shipyard, until a vessel reaches 10 years of age, and thereafter every 2.5 years to undergo special or intermediate surveys, for major repairs and maintenance that cannot be performed while in operation. However, this estimate might be revised in the future. Management estimates costs capitalized as part of the drydocking component at the time of a vessel’s delivery from the shipyard as costs to be incurred during the first drydocking at the drydock yard for a special survey and parts and supplies used in making such repairs that meet the recognition criteria, based on historical experience with similar types of vessels.

Climate and environmental risk factors

The Group might incur increased operating and maintenance costs to maintain the operational performance and superiority of its vessels. These cost factors are taken into consideration when an indication of impairment arises, and included in the Group’s discounted cash flows calculations. Management adjusts its cash flows, accordingly with the following:

●	an increase in its operating costs both for inflation, as well as extra operating costs associated with the vessels operating effectiveness;
●	an increase associated with the vessels’ special surveys and future Drydock costs; and
---	---
●	an adjustment of its weighted average cost of capital calculation.
---	---

Management has concluded that its vessels’ carrying values, as well as their useful lives, have not been impaired.

6.	Inventories

Inventories are analyzed as follows:

​

​	​	​	​	​
As of December 31,	​ ​ ​	2025	​ ​ ​	2024
Bunkers		14,322,920		21,007,217
Lubricants		2,693,840		3,049,006
Provisions		256,955		285,442
Total	****	17,273,715	****	24,341,665

​

Inventories’ carrying values approximate their fair values as at the reporting date. F-21

Table of Contents

7.	Vessels, Net

Vessels, net are analyzed as follows:

​

​	​	​	​	​	​	​
​	​ ​ ​	Vessels’ cost	​ ​ ​	Drydocking and special survey costs	​ ​ ​	Total
Cost	****	​	****	​	****	​
Balance – January 1, 2024	****	1,138,221,805	**** ​	16,215,323	**** ​	1,154,437,128
Fully amortized Drydock component		—	​	(6,000,000)	​	(6,000,000)
Additions		—	​	11,628,230	​	11,628,230
Balance - December 31, 2024	****	1,138,221,805	**** ​	21,843,553	​	1,160,065,358
Fully amortized Drydock component		—	​	(1,600,000)	​	(1,600,000)
Additions		1,720,000	​	3,218,335	​	4,938,335
Balance - December 31, 2025	****	1,139,941,805	**** ​	23,461,888	​	1,163,403,693
Accumulated Depreciation	****	**** ​	**** ​	**** ​	**** ​	​
Balance – January 1, 2024	****	(158,183,343)	​	(8,185,605)	​	(166,368,948)
Fully amortized Drydock component	​	—	​	6,000,000	​	6,000,000
Depreciation charge for the year		(37,494,282)	​	(3,604,608)	​	(41,098,890)
Balance - December 31, 2024	​	(195,677,625)	​	(5,790,213)	​	(201,467,838)
Fully amortized Drydock component	​	—	​	1,600,000	​	1,600,000
Depreciation charge for the year	​	(37,111,815)	​	(4,306,861)	​	(41,418,676)
Balance - December 31, 2025	****	(232,789,440)	​	(8,497,074)	​	(241,286,514)
Net Book Value – December 31, 2024	****	942,544,180	​	16,053,340	​	958,597,520
Net Book Value – December 31, 2025	****	907,152,365	​	14,964,814	​	922,117,179

​

Vessels with an aggregate carrying amount of $922,117,179 as of December 31, 2025 (December 31, 2024: $702,526,997) have been secured under the Group’s credit facilities through, among other things, first priority mortgages.

In the year ended December 31, 2025, the Group drydocked its Suezmax vessels, Nissos Sifnos and Nissos Sikinos, for their first five-year scheduled special survey. The drydock cost amounted to $1.5 million for each of the Nissos Sifnos and Nissos Sikinos, respectively. In addition, during the same drydockings, each vessel was fitted with a shaft generator at a cost of $0.9 million per vessel.

In the year ended December 31, 2024, the Group drydocked its VLCC vessels, for their first five-year scheduled special survey. The drydock cost amounted to $2.1 million for Nissos Despotiko, $2.0 million for Nissos Donoussa, $1.8 million for Nissos Kythnos, and $1.9 million for each of Nissos Rhenia, Nissos Keros and Nissos Anafi.

Depreciation and amortization for the years ended December 31, 2025, 2024 and 2023 amounted to $41,418,676, $41,098,890 and $40,337,658, respectively.

Other Fixed Assets

​

​	​	​	​	​
As of December 31,	​ ​ ​	2025	​ ​ ​	2024
Right-of-Use assets		58,332	​	80,206
Total	****	58,332	**** ​	80,206

​

The Group has recognized Right-of-Use assets, pursuant to contracts for the lease of office space and a Company car. For the year ended December 31, 2025, 2024 and 2023, the Group recorded an amount of $21,874, $35,347 and $44,970, respectively, as depreciation expense with regards to Right-of-Use assets recognized. F-22

Table of Contents Advances for acquisition of vessels

Advances for acquisition of vessels are analyzed as follows:

​

​	​	​
Balance – January 1, 2025	​ ​ ​	—
Additions during the period		38,894,251
Balance – December 31, 2025	****	38,894,251

​

On November 7, 2025 the Company agreed to acquire from an unaffiliated third party, the Hull No. H5102 and the Hull No. H5103 which were named Nissos Piperi and Nissos Serifopoula upon their respective deliveries, for a purchase price of $97.0 million each and that were delivered to the Company on January 8, 2026 and January 14, 2026, respectively. Part of the purchase price of the vessels amounting to $38.8 million and additional predelivery expenses were already paid in 2025 and presented as of December 31, 2025 in advances for acquisition of vessels in the accompanying consolidated statement of financial position. The Company incurred $94,251 of additional predelivery expenses. The subsidiaries that own these vessels are wholly owned by OET.

8.	Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are analyzed as follows:

​

​	​	​	​	​
As of December 31,	​ ​ ​	2025	​ ​ ​	2024
Accrued payroll related taxes		11,138	​	15,176
Accrued voyage expenses		91,710	​	1,869,834
Accrued loan interest		1,788,128	​	1,818,963
Accrued social insurance contributions		201,383	​	184,341
Accrued operating expenses		1,486,172	​	2,001,847
Accrued EU ETS liabilities	​	5,053,220	​	—
Other accrued expenses		12,042	​	19,155
Total	****	8,643,793	**** ​	5,909,316

​

​

9.	Vessel Operating Expenses

Vessel operating expenses are analyzed as follows:

​

​	​	​	​	​	​	​
For the year ended December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Crew costs		26,130,171	​	23,963,712		25,824,142
Insurances		3,269,961	​	3,213,131		3,273,552
Stores		3,753,532	​	3,798,246		1,874,962
Spares		3,765,560	​	3,139,300		2,556,623
Repairs and surveys		1,983,375	​	1,964,837		2,188,650
Flag expenses		1,057,825	​	875,347		643,661
Lubricants		2,881,776	​	3,225,877		3,250,710
Telecommunication expenses		574,140	​	397,166		450,040
Miscellaneous expenses		1,824,107	​	1,856,642		1,679,945
Total	****	45,240,447	**** ​	42,434,258	****	41,742,285

​

​

​

10.	Voyage Expenses

Voyage expenses are analyzed as follows:

​

​	​	​	​	​	​	​
For the year ended December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Port expenses		32,112,985	​	34,691,410		30,385,334
Bunkers		81,441,896	​	88,717,067		76,215,708
Other voyage expenses		8,315,703	​	3,787,828		2,958,197
Total	****	121,870,584	**** ​	127,196,305	****	109,559,239

​

​

​ F-23

Table of Contents

11.	General and Administrative expenses

General and administrative expenses are analyzed as follows:

​

​	​	​	​	​	​	​
For the year ended December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Employee costs		8,466,935	​	7,665,227		5,816,591
Directors’ fees and expenses		1,029,845	​	1,200,219		906,598
Professional fees		1,909,549	​	1,625,369		2,032,332
Other expenses		198,571	​	420,047		1,177,852
Total	****	11,604,900	**** ​	10,910,862	****	9,933,373

​

Insurance cover, for certain directors and executives of the Group, in respect to their potential liability towards the Group and third parties for the years ended December 31, 2025, 2024 and 2023, amounted to $483,547, $481,696 and $387,864, respectively.

12.	Long-Term Borrowings

The Group has entered into borrowing agreements which are analyzed as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​
Loan Facility	​ ​ ​	Vessel	​ ​ ​	Outstanding Loan Balance as of December 31, 2025	​ ​ ​	Unamortized Deferred Financing Fees	​ ​ ​	Outstanding Net of Loan Financing Fees	​ ​ ​	Applicable Interest Rate (SOFR(S)+ Margin)	****
$34.7 Million Secured Term Loan Facility	​	Milos	​	29,625,000	​	120,023	​	29,504,977	​	S+1.75	%
$31.1 Million Secured Term Loan Facility	​	Poliegos	​	26,443,500	​	216,741	​	26,226,759	​	S+1.60	%
$113.0 Million Secured Term Loan Facility	​	Kimolos	​	26,900,000	​	95,269	​	26,804,731	​	S+1.90	%
​	​	Folegandros	​	26,900,000	​	95,269	​	26,804,731	​	S+1.90	%
​	​	Nissos Keros	​	37,200,000	​	131,755	​	37,068,245	​	S+1.90	%
$84.0 Million Secured Term Loan Facility	​	Nissos Sikinos	​	34,912,500	​	197,352	​	34,715,148	​	S+1.85	%
​	​	Nissos Sifnos	​	34,912,500	​	198,713	​	34,713,787	​	S+1.85	%
$167.5 Million Secured Term Loan Facility	​	Nissos Rhenia	​	48,299,711	​	724,754	​	47,574,957	​	S+5.49	%
​	​	Nissos Despotiko	​	48,687,254	​	738,571	​	47,948,683	​	S+5.49	%
$125.7 Million Secured Term Loan Facility	​	Nissos Donoussa	​	51,735,000	​	874,247	​	50,860,753	​	S+1.65	%
$60.0 Million Secured Term Loan Facility	​	Nissos Kythnos	​	53,755,938	​	171,444	​	53,584,494	​	S+1.40	%
$130.0 Million Secured Term Loan Facility	​	Nissos Nikouria	​	64,200,000	​	378,989	​	63,821,011	​	S+1.40	%
​	​	Nissos Anafi	​	63,000,000	​	380,512	​	62,619,488		S+1.40	%
$65.0 Million Secured Term Loan Facility	​	Nissos Kea	​	63,200,000	​	408,607	​	62,791,393	​	S+1.35	%
​	​	Total	​	609,771,403	​	4,732,246	​	605,039,157	**** ​	S+ 2.22	%
​	​	Other lease liabilities	​	​	​	​	​	60,740	​	​	​
​	​	Total	​	​	​	​	​	605,099,897	​	​	​
*	Post the transition from LIBOR to SOFR as the base rate, these financings include an applicable Credit Adjustment Spread (“CAS”) on top of the SOFR base rate. Relates to the applicable margin as of December 31, 2025.
---	---
**	Please refer to paragraph $60.0 Million Secured Term Loan Facility for more information
---	---

F-24

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Transition from LIBOR to SOFR

While the Group’s loan arrangements previously used LIBOR, including during the fiscal year ended December 31, 2023, in 2023 the Company amended those loan agreements to transition from LIBOR to SOFR. As a result, from July 1, 2023, none of the Group’s financing arrangements currently utilizes LIBOR, and those that have a reference rate use SOFR, in line with current market practice.

Description of Group borrowing and other financing arrangements

$125.7 Million Secured Term Loan Facility -Nissos Kythnos and Nissos Donoussa

On May 23, 2022, Anassa Navigation S.A. and Nellmare Marine Ltd. entered into an approximately $125.7 million secured term loan facility with the National Bank of Greece to refinance the then-existing indebtedness on the vessels Nissos Kythnos and Nissos Donoussa, which agreement was amended on June 29, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to Term SOFR, subject to the borrowers’ option to switch the interest rate to the cumulative compounded SOFR. The facility has a final maturity date of May 25, 2029 and bears interest at SOFR (previously LIBOR) plus a margin of 2.50% per annum. The margin may be increased following discussions between the lender and the borrowers if it is determined that, pursuant to the sustainability certificate provided by the borrowers to the lender annually, (1) the weighted average of the efficiency ratio of all fleet vessels (using the parameters of fuel consumption, distance travelled and deadweight at maximum summer draught, reported in unit grams of CO^2^ per ton per mile) for that calendar year, as certified by an approved classification society, is equal to or above the target set for the relevant year and (2) the weighted average percentage of the total waste incinerated on board for all fleet vessels in that calendar year (calculated in line with Class Approved Plans & Record Books, MARPOL Annex I — “Oil Record Book” (endorsed by Flag Administration) & “Fuel Management Plan” (approved by class) and MARPOL Annex V — “Garbage Record Book” & “Garbage Management Plan” (approved by class)) is equal to or above the target set for the relevant year. The amount of any increase in the margin will be based on discussions between the lender and the borrowers. Other than as set out above, there will be no other assessment of the information contained in any sustainability certificate and the sustainability certificates themselves will not be made publicly available unless the Company deemed them to be material. Each of the two tranches of the facility is repayable in 28 quarterly installments, the first 8 of which are $750,000 and the next 20 of which are $850,000, with a balloon payment of $39,835,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on the Nissos Donoussa and is guaranteed by the Company. The tranche relating to the Nissos Kythnos was repaid by Anassa Navigation S.A. on May 24, 2024.

On May 21, 2024, Nellmare Marine Ltd. entered into a supplemental agreement to the existing senior secured credit facility financing the VLCC vessel Nissos Donoussa. The supplemental agreement provides for a reduction of the margin to 165 basis points over the applicable Term SOFR, through the duration of the facility.

$113.0 Million Secured Term Loan Facility – Kimolos, Folegandros and Nissos Keros

On June 27, 2023, Omega Three Marine Corp., Omega Four Marine Corp. and Arethusa Shipping Corp. entered into a $113.0 million senior secured credit facility with ABN AMRO Bank N.V. to refinance the then-existing indebtedness on the vessels Kimolos, Folegandros and Nissos Keros. The facility bears interest at Term SOFR, subject to a mandatory switch mechanism to Compounded SOFR, plus a margin of 1.90% per annum and has a final maturity date of June 30, 2028. The facility is repayable in 20 equal consecutive quarterly installments of $2,200,000, with a balloon payment of $69,000,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on each of Kimolos, Folegandros and Nissos Keros and is guaranteed by the Company.

$84.0 Million Secured Term Loan Facility – Nissos Sikinos and Nissos Sifnos

On September 8, 2023, Omega Six Marine Corp. and Omega Ten Marine Corp. entered into an $84.0 million senior secured credit facility with Crédit Agricole Corporate and Investment Bank (“CACIB”) to refinance the then-existing indebtedness on the vessels Nissos Sikinos and Nissos Sifnos. The facility bears interest at Term SOFR, plus a margin of 1.85% per annum, and has a final maturity date in September 2029. Each of the two tranches is repayable in 24 equal consecutive quarterly installments of $787,500, with a balloon payment of $23,100,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on each of Nissos Sikinos and Nissos Sifnos and is guaranteed by the Company. F-25

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$34.7 Million Secured Term Loan Facility - Milos

On January 31, 2024, Omega One Marine Corp. entered into a $34.7 million senior secured term loan facility with Kexim Asia Limited and Kexim Bank (UK) Limited to refinance the then-existing indebtedness on the vessel Milos. The facility bears interest at the applicable Term SOFR, plus a margin of 1.75% per annum, and has a final maturity date in February 2030. The facility is repayable in 24 equal consecutive quarterly installments of $725,000, with a balloon payment of $17,300,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on Milos and is guaranteed by the Company.

$31.1 Million Secured Term Loan Facility - Poliegos

On June 20, 2024, Omega Two Marine Corp. entered into a new $31.11 million senior secured credit facility to finance the option to purchase back the Suezmax vessel Poliegos from its sale and leaseback financier, Ocean Yield (the “Poliegos New Facility”). The Poliegos New Facility is provided by Bank SinoPac Co., Ltd, and the transaction closed on July 1, 2024. The Poliegos New Facility contains an interest rate of Term SOFR plus 160 basis points, matures in six years, and will be repaid in quarterly instalments of approximately $0.78 million each, together with a balloon instalment of approximately $12.44 million payable at maturity. The Poliegos New Facility is secured by, among other things, security (mortgage) over the Poliegos and a pledge of the shares of the borrower, and is guaranteed by the Company.

$167.5 Million Sale and Leaseback Agreements — Nissos Rhenia and Nissos Despotiko

On February 10, 2018, Omega Five Marine Corp. and Omega Seven Marine Corp. entered into approximate $150.52 million sale and leaseback agreements with Ocean Yield with respect to the vessels Nissos Rhenia and Nissos Despotiko.

The charter period for each of the Nissos Rhenia and Nissos Despotiko is 180 months from respective delivery and the charter hire for each such ship is paid monthly, in advance, in a cash amount equal to $18,600 per day per ship for the first five years from the delivery date and $18,350 per day per ship from year six until the end of the charter period, subsequently amended to $18,600 per day per ship for the first two years, $25,200 per day for Nissos Rhenia and $23,336 for Nissos Despotiko for years three and four and $17,200 per day per ship for year five until the end of the charter, plus a non-cash amount of $1,734 per day per ship (which is set off against the $9.5 million prepaid hire that Omega Five Marine Corp. and Omega Seven Marine Corp. made for each ship, respectively). On April 27, 2023, Omega Five Marine Corp. and Omega Seven Marine Corp. entered into an addendum to each bareboat charter to amend the provisions of such bareboat charters in relation to the calculation of charter hire from LIBOR to Term SOFR. The charter hire is subject to an adjustment based on Term SOFR (previously LIBOR) and a CAS of 0.26161% per annum (for three-month periods) or 0.71513% per annum (for twelve-month periods), as applicable, relating to the transition from LIBOR. Each charter is guaranteed by us, and Omega Five Marine Corp. and Omega Seven Marine Corp. permitted a mortgage to be filed regarding the finance lease. Ocean Yield has registered mortgages on both vessels, with amounts not exceeding the lease outstanding amounts.

Additionally, the Company, Omega Five Marine Corp. and Omega Seven Marine Corp., as applicable, have entered into assignment of insurances, assignment of management agreement, charter guarantee, pledge of account, pledge of shares of the bareboat charterer, a manager’s undertaking and a time charter general assignment. Omega Five Marine Corp. and Omega Seven Marine Corp. also have the option to repurchase each or both vessels at the end of years 7, 10, 12 and 14, in varying amounts per ship from $49.8 million to $14.2 million. The Nissos Rhenia was delivered in May 2019 and the Nissos Despotiko was delivered in June 2019. The Company declared the options to purchase the Nissos Rhenia on May 4, 2026 for $47.1 million and the Nissos Despotiko on June 10, 2026 for $47.1 million. F-26

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$194.0 Million Sale and Leaseback Agreements — Nissos Kea and Nissos Nikouria

On March 21, 2022, Ark Marine S.A. and Theta Navigation Ltd entered into an approximate $145.5 million sale and leaseback agreement with CMB Financial Leasing Co., Ltd. (“CMBFL”), with respect to the vessels Nissos Kea and Nissos Nikouria. On June 29, 2023 and on January 26, 2024, respectively, Ark Marine S.A. and Theta Navigation Ltd entered into amendment and restatement agreements of each bareboat charter to amend certain provisions of the bareboat charters. The charter period for each of the vessels is 84 months from December 31, 2023 (with respect to Nissos Kea) and March 3, 2024 (with respect to Nissos Nikouria) and charter hire is payable quarterly as follows: (a) from the delivery date of each vessel and up to and including December 31, 2023 (with respect to Nissos Kea) and March 3, 2024 (with respect to the Nissos Nikouria), a fixed amount equal to $909,375 plus a variable amount priced at 260 basis points (being 2.45% as margin and 0.15% as CAS) over the applicable three-month Term SOFR, and (b) following December 31, 2023, with respect to Nissos Kea, and March 3, 2024, with respect to the Nissos Nikouria, a fixed amount equal to $909,375 plus a variable amount priced at 200 basis points over the applicable three-month Term SOFR. The first part of the sale and leaseback relating to the delivery of Nissos Kea was drawn on March 31, 2022 and matures on the date falling 84 months from December 31, 2023 and the second part of the sale and leaseback relating to the delivery of Nissos Nikouria was drawn on June 3, 2022 and matures on the date falling 84 months from March 3, 2024. According to each bareboat charter, the Company has a purchase option that it can exercise annually as from December 31, 2024 (with respect to Nissos Kea) and March 3, 2025 (with respect to Nissos Nikouria). If the purchase option date falls after the first but prior to the seventh anniversary of December 31, 2023 (with respect to Nissos Kea) and March 3, 2024 (with respect to Nissos Nikouria), the purchase option price for the relevant vessel is an amount equal to the opening capital balance i.e., $72,750,000 amount drawn per vessel (75% of the purchase price) minus charter hire paid (the “owner’s costs”), plus (a) accrued but unpaid charter hire, (b) break funding costs including any swap costs, (c) legal and other documented costs of the owner to sell the relevant vessel, and any other additional amounts due under the sale and leaseback documentation. If the purchase option date falls on the seventh anniversary of December 31, 2023 (with respect to Nissos Kea) and March 3, 2024 (with respect to Nissos Nikouria), the purchase option price for the relevant vessel is an amount equal to $40,921,875 (the “amended owner’s costs”), plus (a) accrued but unpaid charter hire, (b) and other documented costs of the owner to sell the relevant vessel, and (c) any other additional amounts due under the sale and leaseback documentation. Each charter is guaranteed by the Company. Ark Marine S.A. and Theta Navigation Ltd, as applicable, permitted a mortgage to be filed regarding the finance lease as well as entered into an account charge, general assignment, pledge of shares of the bareboat charterer, a builder’s warranties assignment, and a manager’s undertaking. Ark Marine S.A. and Theta Navigation Ltd repurchased the Nissos Kea and Nissos Nikouria, respectively, in June 2025, and therefore these sale and leaseback arrangements are no longer in effect.

$73.5 Million Sale and Leaseback Agreement — Nissos Anafi

On January 29, 2024, Moonsprite Shipping Corp. entered into an approximately $73.5 million sale and leaseback agreements with CMBFL, with respect to the vessel Nissos Anafi. The charter period is 84 months from the vessel’s delivery date and charter hire is payable quarterly in a fixed amount equal to approximately $1.2 million plus a variable amount priced at 190 basis points over the applicable three-month Term SOFR. Moonsprite Shipping Corp. has the option to repurchase the vessel, such option being exercisable quarterly following the one-year anniversary of the vessel’s delivery. If the purchase option date falls prior to the seventh anniversary of the date of the vessel’s delivery, the purchase option price is an amount equal to the opening capital balance (i.e. $73,450,000 (being 65% of the purchase price) minus the fixed amount of charter hire paid on the purchase date (the “owners’ costs”), plus (a) accrued but unpaid charter hire, (b) legal and other documented costs of the owner to sell the vessel, (c) any break-funding costs, and (d) any other additional amounts due under the sale and leaseback documentation. The charter is guaranteed by the Company, and Moonsprite Shipping Corp. has permitted a mortgage to be filed regarding the finance lease and Moonsprite Shipping Corp. has also entered into an account charge and the Company has pledged the shares of the bareboat charterer. Moonsprite Shipping Corp. repurchased the Nissos Anafi in August 2025, and therefore this sale and leaseback arrangement is no longer in effect.

$35.1 Million Unsecured Sponsor Loan

On April 18, 2022, the Company (on behalf of two of the Company’s subsidiaries, Ark Marine S.A. and Theta Navigation Ltd), entered into an unsecured loan facility with Okeanis Marine Holdings S.A., an entity controlled by Mr. Ioannis Alafouzos (on behalf of its subsidiaries Felton Enterprises S.A. and Sandre Enterprises S.A.), relating to the acquisition of the vessels Nissos Kea and Nissos Nikouria. Under the agreement, the loaned amount of approximately $17.6 million for each vessel bears a fixed interest cost of 3.5% per annum and was repayable at the Company’s sole discretion without penalty, up to the maturity date of two years from the relevant vessel’s delivery. During the years ended December 31, 2024 and December 31, 2023 respectively, the Company incurred interest expense amounting to $413,952 and $1,198,168 in respect of loan obtained from an entity controlled by Mr. Ioannis Alafouzos. The Company repaid this facility in March and May 2024. F-27

Table of Contents

$65.0 Million Secured Term Loan Facility - Nissos Kea

On June 17, 2025, Ark Marine S.A. entered into a new $65.0 million senior secured credit facility to finance the option to purchase back the VLCC vessel Nissos Kea. The Nissos Kea Facility is provided by a syndicate of banks, led and arranged by E.SUN Commercial Bank, Ltd. The Nissos Kea Facility is priced at 135 basis points over the applicable Term SOFR, matures in seven years, and will be repaid in 28 equal consecutive quarterly instalments of approximately $0.9 million each, together with a balloon instalment of approximately $39.8 million payable at maturity. The Nissos Kea New Facility is secured by, among other things, security over the Nissos Kea, and is guaranteed by the Company. The Nissos Kea Facility was drawn on June 26, 2025.

$130.0 Million Secured Term Loan Facility – Nissos Nikouria and Nissos Anafi

On May 8, 2025, Theta Navigation Ltd. and Moonsprite Shipping Corp. entered into a new $130 million senior secured credit facility with Alpha Bank S.A. to finance the option to purchase back the VLCC vessels Nissos Nikouria and Nissos Anafi (“Nikouria and Anafi Facility”). The Nikouria and Anafi Facility consists of two Advances, Advance A of $66.0 million for the vessel Nissos Nikouria and Advance B of $64.0 million for the vessel Nissos Anafi. The Nikouria and Anafi Facility is priced at 140 basis points over the applicable Term SOFR (or 60 basis points for any outstanding part of the loan in respect of which an amount of at least $1 million has been deposited and blocked for the whole of the relevant interest period in a cash collateral account) and matures in seven years. Advance A and Advance B will be repaid in 28 equal consecutive quarterly instalments of approximately $0.9 million and $1.0 million, respectively, together with a balloon instalment of approximately $40.8 million and $36.0 million, respectively, payable at maturity. Advance A was drawn on May 29, 2025, and Advance B was drawn on July 31, 2025. The Nikouria and Anafi Facility is secured by, among other things, security over the Nissos Nikouria and Nissos Anafi, and is guaranteed by the Company.

$60.0 Million Secured Term Loan Facility -Nissos Kythnos

On May 21, 2024, Anassa Navigation S.A. entered into a new $60.0 million senior secured credit facility for the VLCC vessel Nissos Kythnos with Danish Ship Finance A/S (“Nissos Kythnos New Facility”) to refinance the Group’s existing facility and for general corporate purposes. The Nissos Kythnos New Facility is priced at 140 basis points over the applicable Term SOFR, until December 2026. Thereafter, a new applicable margin will be mutually agreed between the parties, for the remaining duration of the facility, which matures in six years. If the parties do not agree to a new applicable margin, Anassa Navigation S.A. will have the ability to prepay the facility at no additional cost. The facility will be repaid in quarterly instalments of approximately $1.041 million each, together with a balloon installment of approximately $35.024 million payable at maturity, is secured by, among other things, security (mortgage) over the Nissos Kythnos, and is guaranteed by the Company. The facility also includes a sustainability linked margin adjustment provision, starting in 2025, whereby the applicable margin may decrease or increase by 5 basis points per year, subject to the Group meeting certain sustainability linked targets.

$45.0 Million Secured Term Loan Facility – Nissos Piperi

On December 19, 2025, Omega Twelve Marine Corp. entered into a $45.0 million facility agreement, to finance a portion of the acquisition price of the Nissos Piperi, with Alpha Bank S.A. The Nissos Piperi Facility is priced at 130 basis points over the applicable Term SOFR (or 50 basis points for any outstanding part of the loan in respect of which an amount of at least $1.0 million has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in seven years, and will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $30.3 million at maturity. It is secured by, among other things, a mortgage over the Nissos Piperi, and is guaranteed by the Company. The Nissos Piperi Facility was drawn on January 5, 2026.

$45.0 Million Secured Term Loan Facility – Nissos Serifopoula

On December 19, 2025, Omega Fourteen Marine Corp. entered into a $45.0 million facility agreement, to finance a portion of the acquisition price of the Nissos Serifopoula, with the National Bank of Greece S.A. The Nissos Serifopoula Facility is priced at 130 basis points over the applicable Term SOFR (or 50 basis points for any outstanding part of the loan in respect of which the equivalent amount has been deposited and blocked for the whole of the relevant interest period in a cash collateral account), matures in eight years, and will be repaid in quarterly installments of $0.525 million, together with a balloon installment of $28.2 million at maturity. It is secured by, among other things, a mortgage over the Nissos Serifopoula, and is guaranteed by the Company. The Nissos Serifopoula Facility was drawn on January 12, 2026. F-28

Table of Contents According to IFRS 9 “Financial Instruments”, the CMBFL lease amendment for vessel Nissos Kea and vessel Nissos Nikouria, as well as the National Bank of Greece supplemental agreement for vessel Nissos Donoussa, were assessed as modifications of existing financial liabilities. The carrying amount of the modified financial liabilities before the modification was $191.3 million. The remeasurement of the financial liabilities resulted in a modification gain of $1.8 million, which has been recognized as Gain from modification of loans in the statement of profit or loss and other comprehensive income for the year ended December 31, 2024.

The modification gain was calculated based on the present value of the revised future cash flows discounted at the original effective interest rate (EIR).

The sale and leaseback agreements with CMBFL relating to the Nissos Kea, Nissos Nikouria and Nissos Anafi have been refinanced and as a result the unamortized balance of modification gain of $1.1 million relating to Nissos Kea and Nissos Nikouria and the unamortized financing fees of $0.3 million relating to Nissos Anafi were written off and included in Loss on debt extinguishment in the statement of profit or loss and other comprehensive income.

OET is the corporate guarantor for all bank loans as at December 31, 2025.

Lease liabilities connected to Right-of-Use assets

OET Chartering Inc. leases office space in Piraeus from SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON, an entity owned by Themistoklis Alafouzos. On August 1, 2018, OET Chartering Inc. entered into a lease agreement for 165.28 square meters of office space for the Company’s operations with SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON at a monthly rate of Euro 890. The lease initially was to expire on July 31, 2024 and on July 1, 2024, OET Chartering Inc. entered into an amendment to such lease to extend the term until July 31, 2028. The total expense recognized in the consolidated statements of profit or loss and other comprehensive income for the years ended December 31, 2025, 2024 and 2023 amounted to $28,908, $23,151 and $22,040, respectively.

The Group has recognized the following lease liabilities with respect to the Right-of-Use assets:

​	​	​	​	​
As of December 31,	​ ​ ​	2025	​ ​ ​	2024
Office space		60,740	​	80,838
Total	****	60,740	**** ​	80,838

​

The maturities of lease liabilities are the following:

​

​	​	​	​	​
For the year ended December 31,	​ ​ ​	2025	​ ​ ​	2024
No later than one year		24,965		24,965
Later than one year and not later than five years		41,607		66,573
Total undiscounted cash flows	****	66,572	**** ​	91,538
Less: Imputed interest	​	(5,832)	​	(10,700)
Carrying value of operating lease liabilities	​	60,740	​	80,838

​

Long-term borrowings net of current portion and current portion of long-term borrowings are analyzed as follows:

​	​	​	​	​	​	​
​	​ ​ ​	Long-term borrowings,	​ ​ ​	Current portion of	​ ​ ​	​
As of December 31, 2024	​	net of current portion	​	long-term borrowings	​	Total
Outstanding loan balance		603,686,403	​	47,942,084	​	651,628,487
Financing fees		(4,789,810)	​	(1,272,468)	​	(6,062,278)
Total	****	598,896,593	​	46,669,616	​	645,566,209

​

​	​	​	​	​	​	​
​	​ ​ ​	Long-term borrowings,	​ ​ ​	Current portion of	​ ​ ​	​ ​ ​
As of December 31, 2025	​	net of current portion	​	long-term borrowings	​	Total
Outstanding loan balance		472,910,730	​	136,860,673	​	609,771,403
Financing fees		(2,365,986)	​	(2,366,260)	​	(4,732,246)
Total	****	470,544,744	​	134,494,413	​	605,039,157

​ F-29

Table of Contents

The borrowings are repayable as follows:

​	​	​	​	​
As of December 31,	​ ​ ​	2025	​ ​ ​	2024
No later than one year		136,860,673	​	47,942,084
Later than one year and not later than five years		338,510,730	​	335,178,782
Thereafter		134,400,000	​	268,507,621
Total	****	609,771,403	**** ​	651,628,487
Less: Amounts due for settlement within 12 months		(136,860,673)	​	(47,942,084)
Long-term borrowings, net of current portion	****	472,910,730	**** ​	603,686,403

​

Cash flow reconciliation of liabilities arising from financing activities

A reconciliation of the Group’s financing activities for the years ended December 31, 2025, 2024 and 2023 are presented in the tables below:

​	​	​
Long-term borrowings – January 1, 2023	​ ​ ​	739,035,681
Cash flows – drawdowns		197,000,000
Cash flows – repayments		(243,355,165)
Loan financing fees		(1,350,000)
Other lease liabilities		(42,021)
Non-cash flows – amortization of loan financing fees		1,994,191
Long-term borrowings – December 31, 2023	​	693,282,686
Cash flows – drawdowns		199,260,000
Cash flows – repayments	​	(246,117,877)
Loan financing fees	​	(1,259,319)
Other lease liabilities		47,100
Non-cash flows – amortization of loan financing fees		2,263,416
Non-cash flows – gain from modification of loans	​	(1,828,959)
Long-term borrowings – December 31, 2024	****	645,647,047
Cash flows – drawdowns		195,000,000
Cash flows – repayments	​	(236,857,084)
Loan financing fees	​	(1,300,000)
Other lease liabilities		(20,099)
Non-cash flows – amortization of loan financing fees and modification gain		1,246,265
Non-cash flows – loss on debt extinguishment		1,383,768
Long-term borrowings – December 31, 2025	****	605,099,897

​

All borrowings are secured by first preferred mortgages of the Companies’ vessels and assignment of earnings and insurances.

The borrowing agreements include several covenants, including restrictions as to changes in management and ownership of the vessels, payment of dividends in the event of default, further incurring indebtedness, mortgaging of vessels without the bank’s prior consent and several financial covenants including:

●	minimum corporate liquidity, being the higher of $10,000,000 and $750,000 per vessel, in the form of free and unencumbered cash and cash equivalents;
●	a consolidated net worth of more than $100,000,000;
---	---
●	a leverage ratio of total liabilities to the carrying value of total assets (adjusted for the vessel’s fair market value) of no more than 75%;and
---	---
●	the listed status of the Company’s common shares on an exchange operated by the Oslo Børs, the NYSE or on such other acceptable stock exchange.
---	---

F-30

Table of Contents A number of the Group’s financing agreements require that the Company maintain a minimum fair value of the collateral for each credit facility, so that the aggregate fair value of the vessels collateralizing the credit facility is at least between 120% and 170% — depending on the credit facility — of the aggregate principal amount outstanding under such credit facility. Alternatively, if the relevant borrower does not meet these thresholds, the relevant borrower must prepay a portion of the loan or provide additional security to eliminate the shortfall.

A number of the financing agreements limit the Company’s ability to declare, make or pay any dividends or other distributions (whether in cash or in kind) or repay or distribute any dividend or share premium reserve following the occurrence of an event of default under the relevant financing agreement or if such action would result in the occurrence of an event of default under the relevant financing agreement.

All of the Group’s facility agreements require that the Alafouzos family maintain a minimum 35% ownership interest in the Group’s, except for one instance whereby the change in the Group’s ultimate beneficial ownership (i.e., a private individual acquires legal or beneficial ownership of 35% or more of the Group’s share capital or power to cast or control 35% or more of the Group’s voting power or gains effective control over us) is a prepayment event. Some of the Group’s facility agreements provide that a breach of the agreement will occur if Mr. Ioannis Alafouzos and Mr. Themistoklis Alafouzos cease to control the Group (with control being defined as holding at least 35% of the Group’s voting power or the power to appoint or remove a majority of the Group’s directors or officers or the power to give directions regarding the Group’s financial policies or holding at least 35% of our issued share capital), in two instances if Mr. Ioannis Alafouzos, solely or together with any members of the Alafouzos family, ceases to be our major shareholder or ceases to control us (with control being defined as holding at least 35% of the Group’s voting power or the power to appoint or remove a majority of the Group’s directors or officers), and in four instances, if Mr. Ioannis Alafouzos (or a member of the Alafouzos family in three of the four instances) ceases to be the Group’s chairman. Two of the Group’s facility agreements provide that the acquisition by a person or group of persons acting in concert (directly or indirectly) of more than 34.9% of the ultimate legal or beneficial ownership is an event of default under such facility agreements. Finally, the Group’s bareboat charters and the guarantees on the Group’s bareboat charters provide that we may not permit a new party or parties acting in concert to become owners of, or control, more than 50% of our shares and/or voting rights.

As at December 31, 2025 and 2024, the Group was in compliance with its covenants.

13.	Transactions and Balances with Related Parties

The Group has entered into technical management agreements with Kyklades Maritime Corporation (“Kyklades,” “KMC” or the “Management Company”) as technical manager. Kyklades provides the vessels with a wide range of shipping services such as technical support, maintenance and insurance consulting in exchange for a daily fee of $900 per vessel, which is reflected under management fees in the consolidated statements of profit or loss and other comprehensive income.

Related party balances’ analysis

The below table presents the Group’s outstanding balances due from/(to) related parties:

​

​	​	​	​	​
As of December 31,	​ ​ ​	2025	​ ​ ​	2024
Kyklades Maritime Corporation		6,286,469		(530,030)
Total	****	6,286,469	****	(530,030)

​

Amounts due from the Management Company as of December 31, 2025 of $6,286,469 as compared to amounts due to the Management Company as of December 31, 2024 of $530,030 represent advances from the Company to the Management Company /expenses paid by the Management Company on behalf of the Company, per the terms of the respective vessel technical management agreements.

All balances noted above are unsecured, interest-free, with no fixed terms of payment and repayable on demand. F-31

Table of Contents

Related party transactions’ analysis

The below table presents the Group’s transactions with its related parties:

​

​	​	​	​	​	​	​
For the years ended December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Kyklades Maritime Corporation- management fees		4,599,000		4,611,600		4,599,000
Total	****	4,599,000	****	4,611,600	****	4,599,000

​

KMC solely administers the transactions on behalf of OET’s subsidiaries, without recharging any expenditure back to the ship owning companies. All operating expenses are being incurred and charged directly to OET’s subsidiary companies.

On March 1, 2024, each of the Company’s vessel owning subsidiaries entered into an ETS Services Agreement with KMC, which agreement is effective as of January 1, 2024, pursuant to which KMC obtains, transfers and surrenders emission allowances under the EU Emissions Trading Scheme that came into effect on January 1, 2024, and KMC provides the vessel with emission data in a timely manner to enable compliance with any emission scheme(s) applicable to the vessel. No additional fee is payable under these agreements as the services are part of the technical management fee under the existing technical management agreements. These agreements may be terminated by either party (i) for cause, immediately upon written notice or (ii) for any other reason, upon two months’ written notice. These agreements shall also be deemed automatically terminated on the date of termination of the relevant technical management agreements.

The below table presents an analysis of all payments executed by KMC on behalf of the Group:

​

​	​	​	​	​	​	​
For the years ended December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Crew wages		22,843,744		21,231,570		21,043,047
Other crew expenses		3,320,488		3,043,288		3,639,086
Stores		3,782,244		4,433,689		3,864,683
Technical expenses		7,902,869		9,641,650		8,647,728
Insurance		3,103,266		2,969,841		2,717,938
Health, Safety, Quality, Environmental (HSQE) expenses		652,236		614,855		592,246
Other		1,790,057		1,550,392		801,196
Total	****	43,394,904	****	43,485,285	****	41,305,924

​

Key management and Directors’ remuneration (included in General and administrative expenses)

As of June 1, 2025, the Company introduced a revised compensation policy for the members of its Board of Directors, following a review of the existing structure. Under the new policy, effective June 1, 2025, the annual base fee per director was adjusted from $75,000 to $45,000. In addition, effective June 1, 2025, directors who serve as committee chairs or members of a committee receive annual fees of $15,000 and $10,000 per committee, respectively. The Chairman of the Board does not receive any compensation. In addition, each director is entitled to reimbursement for travelling and other minor out-of-pocket expenses.

Furthermore, OET Chartering Inc. and OET provide compensation to members of key management personnel, which currently comprise of its Chief Executive Officer, Chief Financial Officer, and Chief Commercial Officer. The remuneration expenses comprise salaries, bonuses, directors and officers liability insurance cover, telecommunications, travel and other expenses. For the years ended December 31, 2025, 2024 and 2023, key management personnel remuneration, covering all the above amounted to $4,955,071, $4,810,180 and $3,588,185. There was no amount payable related to key management remuneration as of December 31, 2025, 2024 and 2023.

None of the members of the administrative, management or supervisory bodies of the Group have any service contracts with Okeanis Eco Tankers Corp. or any of its subsidiaries in the Group providing for benefits upon termination of employment. F-32

Table of Contents

Amendments to management agreements

Technical Management agreements

On November 1, 2023, the Company amended and restated its technical management agreements with KMC. The amended and restated technical management agreements, among others, retain the right to terminate for convenience, subject to a 36-month advance written notice, in addition to either party being able to terminate for cause. Furthermore, KMC has the right to terminate each technical management agreement, subject to 30-days advance written notice, in the event of a change of control of the relevant shipowning entity without KMC’s consent. In each case, unless the cause for termination is KMC’s failure to meet its obligations under the relevant technical management agreement, the Company is required to continue payment of the management fees thereunder for 36 months from the termination date (or, if a notice of termination for convenience has preceded such for cause termination, 36 months from the date of such notice). If required by KMC, the daily fee may be increased in line with the relevant annual inflation rates.

Shared Services Agreement

On November 1, 2023, OET Chartering Inc. entered into a shared services agreement with KMC to document the mutual exchange of business support in respect of the management of the Group’s vessels by way of corporate, accounting, financial and other operational and administrative services. The shared services agreement does not provide for any additional fee payable. The agreement may be terminated by either party thereto (i) for cause, immediately upon written notice or (ii) for any other reason, upon two months’ written notice.

14.	Share Capital and Additional Paid-in Capital

In March 2023, the Company distributed approximately $40.2 million or $1.25 per share via a dividend that was classified as a return of paid-in-capital.

In June 2023, the Company distributed approximately $51.5 million or $1.60 per share via a dividend that was classified as a return of paid-in-capital.

In September 2023, the Company distributed an amount of approximately $48.3 million or $1.50 per share via a dividend that was classified as a return of paid-in-capital.

In November 2023, the Company paid approximately $19.3 million or $0.60 per share via a dividend that was classified as a return of paid-in-capital.

In March 2024, the Company paid approximately $21.3 million or $0.66 per share via a dividend that was classified as a return of paid-in-capital.

In June 2024, the Company paid approximately $35.4 million or $1.10 per share via a dividend that was classified as a return of paid-in-capital.

In September 2024, the Company paid approximately $35.4 million or $1.10 per share via a dividend that was classified as a return of paid-in-capital.

In December 2024, the Company paid approximately $14.5 million or $0.45 per share via a dividend that was classified as a return of paid-in-capital.

In March 2025, the Company paid a dividend of approximately $11.3 million or $0.35 per share.

In June 2025, the Company paid a dividend of approximately $10.3 million or $0.32 per share.

In September 2025, the Company paid a dividend of approximately $22.5 million or $0.70 per share.

In November, 2025, the Company completed a registered direct offering of 3,239,436 new common shares, at a gross price of $35.50 per share, raising net proceeds of approximately $110.4 million. F-33

Table of Contents In December 2025, the Company paid a dividend of approximately $26.6 million or $0.75 per share.

As of December 31, 2025, the Company had 35,433,544 common shares outstanding (such amount does not include 695,892 treasury shares).

Neither the Company nor any of its subsidiaries have issued any restricted shares, share options, warrants, convertible loans or other instruments that would entitle a holder of any such instrument to subscribe for any shares in the Company or its subsidiaries. Neither the Company nor any of its subsidiaries have issued subordinated debt or transferable securities other than the shares in the Company and the shares in the Company’s subsidiaries which are held directly or indirectly by the Company.

​

​

15.	Financial Risk Management

The Group’s principal financial instruments comprise long-term borrowings, forward freight agreements, foreign exchange forward swaps, cash and cash equivalents and restricted cash. The main purpose of these financial instruments is to finance the Group’s operations and mitigate its exposure to market and foreign exchange fluctuations. The Group has various other financial assets and liabilities such as trade receivables, current accounts with related parties and payables which arise directly from its operations.

The main risks arising from the Group’s financial instruments are foreign currency risk, interest rate risk, credit risk, market risk and liquidity risk. The Group’s policies for addressing these risks are set out below:

●	Foreign currency risk

The Group’s vessels operate in international shipping markets, which utilize the U.S. dollar as the functional currency. Although certain operating expenses are incurred in foreign currencies, the Group does not consider the risk to be significant. The Group has no hedging mechanisms in place, however, when opportunity arises, it converts significant cash balances from U.S. dollars to Euros, to hedge against adverse fluctuations.

●	Interest rate risk

The Group is exposed to the impact of interest rate changes primarily through its floating-rate borrowings that require the Group to make interest payments based on SOFR. Significant increases in interest rates could adversely affect operating margins, results of operations and ability to service debt. From time to time, the Group uses interest rate swaps to reduce its exposure to market risk from changes in interest rates. The principal objective of these interest rate swaps is to manage the risks and costs associated with its floating-rate borrowings.

As an indication of the sensitivity from changes in interest rates, an increase by 100 basis points in interest rates would increase interest expense for the year ended December 31, 2025 by $6,435,330 (2024: $6,704,025 and 2023: $6,894,010) assuming all other variables held constant. As of December 31, 2024, and December 31, 2025, the Group has not economically hedged its variable rate interest exposure relating to its existing credit facilities and sale and leasebacks.

●	Credit risk

The Group only trades with charterers who have been subject to satisfactory credit screening procedures. Furthermore, outstanding balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant.

With respect to the credit risk arising from the Group’s cash and cash equivalents and restricted cash, the Group’s exposure arises from default by the counterparties, with a maximum exposure equivalent to the carrying amount of these instruments. The Group mitigates such risks by dealing only with high credit quality financial institutions. F-34

Table of Contents

●	Market risk

The tanker shipping industry is cyclical with high volatility in charter rates and profitability. The Group charters its vessels principally in the spot market, being exposed to various unpredictable factors such as: supply and demand of energy resources, global economic and political conditions, natural or other disasters, disruptions in international trade, environmental and other legal regulatory developments and so on. During 2024 and 2025, the Group entered into FFAs in order to minimize losses from charter rate fluctuations and manage any adverse effect charter rate fluctuations may have in the Group’s operating cash flows and dividend distributions.

●	Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group minimizes liquidity risk by maintaining sufficient cash and cash equivalents.

The following table details the Group’s expected cash outflows for its financial liabilities. The table has been drawn up based on the undiscounted cash flows of financial liabilities, on the earliest date on which the Group would be required to pay to settle. The table includes both interest and principal cash flows. Variable future interest payments were determined based on the one-month SOFR, as of December 31, 2025, of 3.76% (2024: 3.97%), plus the margin applicable to the Group’s loans at the end of the year presented.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	Weighted average effective interest rate	​ ​ ​	Less than 1 month	​ ​ ​	1 – 3 months	​ ​ ​	3 – 12 months	​ ​ ​	1 – 5 years	​ ​ ​	5+ years	​ ​ ​	Total
December 31, 2025	​	​		​		​		​		​		​		​
Non-Derivative Liabilities	​	​		​		​		​		​		​		​
Trade payables	​	​		—		—		13,748,183		—		—		13,748,183
Accrued expenses and other current liabilities	​	​		—		—		8,643,793		—		—		8,643,793
Variable interest borrowings	​	4.51	%	2,202,299	​	14,373,054	​	49,726,607	​	406,363,585	​	144,192,540	​	616,858,085
Variable interest for debt financing (Sale and Leaseback Agreements)		8.84	%	989,692		1,918,194		95,688,125		—		—		98,596,011
Total	****	​	****	3,191,991	****	16,291,248	****	167,806,708	****	406,363,585	****	144,192,540	****	737,846,072

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	Weighted average effective interest rate	​ ​ ​	Less than 1 month	​ ​ ​	1 – 3 months	​ ​ ​	3 – 12 months	​ ​ ​	1 – 5 years	​ ​ ​	5+ years	​ ​ ​	Total
December 31, 2024	​	​		​		​		​		​		​		​
Non-Derivative Liabilities	​	​		​		​		​		​		​		​
Trade payables	​	​		—		—		19,479,005		—		—		19,479,005
Accrued expenses and other current liabilities	​	​		—		—		5,909,316		—		—		5,909,316
Current accounts due to related parties	​	​	​	—	​	—	​	530,030	​	—	​	—	​	530,030
Variable interest borrowings		4.86	%	2,541,609	​	15,250,870	​	53,374,498	​	391,940,693	​	216,343,324	​	679,450,994
Variable interest for debt financing (Sale and Leaseback Agreements)		9.12	%	1,358,910		2,660,316		12,428,837		63,359,366		77,158,586		156,966,015
Total	****	​	****	3,900,519	****	17,911,186	****	91,721,686	****	455,300,059	****	293,501,910	****	862,335,360

​

​

16.	Commitments and Contingencies

Commitments under time charter agreements (Lessor)

As of December 31, 2025, future minimum contractual time charter revenue, based on the Group’s vessels’ committed, non-cancellable time charter agreements, net of address commissions were nil. F-35

Table of Contents Vessel acquisition commitments

As of December 31, 2025, the Company had total obligations under Memorandum of Agreements (Note 7) amounting to $155.2 million.

As of December 31, 2025 and December 31, 2024, the Company did not have any material capital expenditure commitments, except as described below.

As of December 31, 2025, the Company had exercised purchase options for two VLCC tankers, the Nissos Rhenia and Nissos Despotiko, currently on lease from OCY Knight 1 Limited and OCY Knight 2 Limited, respectively, which are expected to be delivered during the second quarter of 2026, for an aggregate consideration of $94.2 million. In addition, the Company had agreed to purchase the Nissos Piperi and Nissos Serifopoula, which were delivered in January 2026.

​

​

17.	Earnings per Share

The profit/(loss) and weighted average number of common shares used in the calculation of basic and diluted earnings/(loss) per share are as follows:

​

​	​	​	​	​	​	​
As of December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Profit attributable to the owners of the Group		122,951,543		108,863,270	​	145,251,024
Weighted average number of shares outstanding in the period		32,575,740		32,194,108		32,194,108
Earnings per share, basic and diluted		3.77		3.38		4.51

​

During the years ended December 31, 2025, 2024 and 2023, there were no potentially dilutive instruments affecting weighted average number of shares, and hence diluted earnings per share equals basic earnings per share for the years presented.

​

18.	Claims Receivable

As of December 31, 2025, the Group has recognized and presented under “Claims receivable” in the consolidated statements of financial position, receivable amounts from vessels’ insurers totaling $320,097 (2024: $242,576) regarding various claims. The respective receivable claims were recognized in the consolidated statements of financial position since the Group has an unconditional right to receive the claimable amounts from the insurers.

19.	Capital Risk Management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders value.

The Group monitors capital using gearing ratio, defined as total debt (gross) divided by total equity plus total debt, and its calculation is presented below:

​

​	​	​	​	​	​
As of December 31,	​ ​ ​	2025	​ ​ ​	2024	​
Total borrowings		609,771,403		651,628,487
Total shareholders’ equity		573,091,238		410,426,916
Gearing ratio	****	52	%	61	%

​

​

20.	Lease and Non-Lease Components of Revenue

IFRS 16 requires the identification of lease and non-lease components of revenue and account for each component in accordance with the applicable accounting standard. Regarding time charter arrangements, the Company has concluded that the direct lease component concerns the vessel and indirectly, the non-lease component comprises vessel operating services provided in connection with the operation of the vessel. F-36

Table of Contents As the contracts do not separately specify the consideration for the lease and non-lease components, the consideration is allocated based on the relative stand-alone price of each component. The stand-alone price of the non-lease component is estimated using a cost-plus margin approach, based on the vessel operating expenses incurred during the period.

The below table analyses revenue generated under time charter arrangements:

​

​	​	​	​	​	​	​
December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Lease component		6,060,914		16,551,871		30,584,686
Non-lease component		1,533,701		2,090,148		8,817,934
Total	****	7,594,615	****	18,642,019	****	39,402,620

​

​

​

21.	Interest income, Interest expense and Other Finance Costs

Interest and finance related costs are presented below:

​

​	​	​	​	​	​	​
For the years ended December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Interest expense		42,153,588		53,628,356		58,680,985
Amortization of loan financing and modification gain		1,246,265		2,263,416		1,994,191
Bank charges and loan commitment fees		365,000		364,929		33,939
Other finance costs		475,660		795,979		469,951
Total	****	44,240,513	****	57,052,680	****	61,179,066

​

Interest income is presented below:

​

​	​	​	​	​	​	​
For the years ended December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Interest income from time deposits		1,733,064		2,575,741		3,428,321
Other interest income		458,676		869,462		676,243
Total	****	2,191,740	****	3,445,203	****	4,104,564

​

​

​

22.	Derivative Financial Instruments

Forward freight agreements and Foreign Exchange Forward Swaps

The fair value of the Group’s derivative financial (liabilities)/ assets as of December 31, 2025 and 2024 related to FFAs and FXSs are presented below:

​

​	​	​	​	​
Derivatives’ Fair values	​ ​ ​	2025	​ ​ ​	2024
FXSs		1,590,964		(62,500)
Total	****	1,590,964	****	(62,500)

​

FFAs and FXSs are considered to be Level 2 items in accordance with the fair value hierarchy as defined in IFRS 13 Fair Value Measurement.

Effect on the Consolidated Statements of Profit or Loss and Other Comprehensive Income

​	​	​	​	​	​	​
For the year ended December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Unrealized gain/ (loss), net on derivatives		1,653,464		(291,873)		229,373
Total unrealized gain/ (loss), net on derivatives	****	1,653,464	****	(291,873)	****	229,373

​

​	​	​	​	​	​	​
For the year ended December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Realized gain/ (loss), net on derivatives		1,327,397		(1,264,750)		300,262
Total realized gain/ (loss), net on derivatives	****	1,327,397	****	(1,264,750)	****	300,262

​

​ F-37

Table of Contents

23.	Revenue

The table below presents an analysis of revenue generated from voyage and time charter agreements:

​

​	​	​	​	​	​	​
For the years ended December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Voyage Charter		383,954,204		374,587,812		373,693,986
Time Charter (see Note 20)		7,594,615		18,642,019		39,402,620
Total	****	391,548,819	****	393,229,831	****	413,096,606

​

IFRS 15 Revenue from Contracts with Customers

As of December 31, 2025, 2024 and 2023, the undelivered performance obligation relating to the Group’s voyage charters amounted to $50,939,047, $14,416,473 and $5,590,403 and will be/was recognized in the first quarter of 2026, 2025 and 2024, respectively.

Further, as of December 31, 2025 and 2024, capitalized contract fulfilment costs amounted to $2,345,580 and $3,065,772, respectively, and are presented within prepaid expenses and other current assets in the consolidated statement of financial position.

The table below presents an analysis of earned revenue under voyage charters:

​

​	​	​	​	​	​	​
For the years ended December 31,	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Freight		346,743,651		336,057,387		338,979,059
Demurrages		37,210,553		38,530,425		34,714,927
Total		383,954,204	****	374,587,812	****	373,693,986

​

As at December 31, 2025 and 2024, the Group’s trade receivables amounted to $83,032,373 and $38,202,231, respectively and related to unbilled revenue from charter agreements relating to voyages in progress at year - end where payment right is conditional.

Charterers, whose outstanding balance, exceed 10% of the total trade receivable amount are presented below:

​

​	​	​	​	​	​
Customer	​ ​ ​	2025	​ ​ ​	2024	​
Charterer A		22	%	20	%
Charterer B		17	%	19	%
Charterer C		10	%	12	%
Charterer D		10	%	10	%
Charterer E		10	%	—	​

​

Credit concentration

Customers individually accounting for more than 10% of the Group’s revenues during the years ended December 31, 2025, 2024 and 2023 were:

​

​	​	​	​	​	​	​	​
Customer	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023	****
A		12	%	14	%	—	%
B		10	%	13	%	—	%
Total	****	22	%	27	%	—	%

​ F-38

Table of Contents Revenue by continent

The below table presents revenue generated per continent, based on the Company’s customers’ headquarters, for the years ended December 31, 2025, 2024 and 2023:

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​	​	​	​	​	​	​
Continent	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Europe		246,832,835	​	172,520,562		167,047,840
Asia		110,909,708		162,109,986		156,744,760
South America	​	9,605,921	​	19,159,005	​	40,515,310
North America	​	24,200,355	​	37,989,863	​	48,788,696
Africa		—		1,450,415		—
Total	****	391,548,819	****	393,229,831	****	413,096,606

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All of the revenues above are reported under the Group’s single segment, the crude oil tanker segment.

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24.	Subsequent Events

In March 2026, the Company paid an amount of approximately $60.5 million, or $1.55 per share, via a dividend.

In January 2026, the Company entered into two memoranda of agreement to purchase two newbuilding Suezmax vessels (approx. 157,000 dwt) from unrelated third-party sellers for $99.3 million each. Both vessels are expected to be delivered to the Company in the second quarter of 2026.

On January 21, 2026, the Company successfully priced an offering of 3,611,111 new shares of the Company’s common stock, par value $0.001 per share, at a price of $36.00 per share, raising gross proceeds of approximately $130.0 million.

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On February 28, 2026, the security situation in the Middle East escalated significantly following the commencement of a military conflict involving the United States, Israel, and Iran. The Company continues to monitor developments in the region and potential impacts on its operations. It is possible that such tensions and hostilities could disrupt global crude transportation routes, destabilize the global economy, and adversely affect the Company’s business, financial condition, results of operations, and cash flows.

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​ F-39

​ Exhibit 2.2

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of December 31, 2025, Okeanis Eco Tankers Corp. (the “Company”, “we”, “us” and “our”) had the following single class of securities registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Title of each class	Trading Symbol(s)	​ ​ ​	Name of exchange on which registered
Shares of Common Stock, par value 0.001	ECO		New York Stock Exchange

All values are in US Dollars.

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Our common shares also trade on the Oslo Stock Exchange (also known as the Oslo Børs) under the symbol “OET.”

Capitalized terms used but not defined herein have the meanings given to them in the Company’s annual report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”).

The following is a summary of the description of the Company’s capital stock and the material terms of the Company’s second amended and restated articles of incorporation and the Company’s third amended and restated bylaws. The following summary does not purport to be complete and is subject to, and is qualified in its entirety, by reference to the applicable provisions of our second amended and restated articles of incorporation and our third amended and restated bylaws, which are filed as exhibits to the Annual Report. We encourage you to refer to our second amended and restated articles of incorporation and our third amended and restated bylaws for additional information. The Business Corporations Act (“BCA”) of the Republic of the Marshall Islands may also affect the terms of our capital stock. We were incorporated with the Marshall Islands Registrar of Corporations with entity number 96382.

Purpose

Our objects and purposes, as provided in Section B of our second amended and restated our articles of incorporation, are to engage in any lawful act or activity for which corporations may now or hereafter be organized under the BCA. Our second amended and restated articles of incorporation and third amended and restated bylaws do not impose any limitations on the ownership rights of our shareholders.

Authorized Capitalization

Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share. All of our shares of stock are in registered form. Our second amended and restated articles of incorporation do not permit the issuance of bearer shares. As of December 31, 2025 and March 18, 2026, we had 35,433,544 common shares and 39,044,655 common shares outstanding, respectively, and no preferred shares outstanding. All common shares that are issued are fully paid. We hold 695,892 common shares in treasury (which are not deemed outstanding) amounting to $4,583,929, measured at cost.

Description of Common Stock

Each outstanding share of common stock generally entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive, ratably based on the number of shares held, all dividends, if any, declared by our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata based on the number of shares held our remaining assets available for distribution. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of our preferred stock. Our board of directors may determine to repurchase our own shares that have already been issued, which decision does not require shareholder approval. Any such purchase can be made out of surplus (as such term is used in the BCA). We are not permitted to repurchase our shares when we are insolvent or would thereby be made insolvent.

Broadridge Corporate Issuer Solutions, LLC is the transfer agent and registrar for our common shares.

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​ To facilitate transfers of our common shares between the New York Stock Exchange and the Oslo Stock Exchange, all our common shares are primarily held and settled within DTC and secondarily held and settled in Euronext Securities Oslo (the “VPS”) through a Central Securities Depository, or CSD, link. A CSD link structure allows the VPS to give shareholders of our already issued common shares access to such common shares maintained in DTC and vice versa. Consequently, our common shares can be moved between the DTC and VPS to enable shares moving between the New York Stock Exchange and the Oslo Stock Exchange.

Each person beneficially owning common shares registered through DTC must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of the common shares.

Shares of common stock that have been entered into the DTC book-entry system will be registered in the name of Cede & Co., as nominee for DTC and transfers of beneficial ownership of shares held through DTC will be effected by electronic transfer made by DTC participants. Transfers of shares held outside of DTC or another direct registration system maintained by our transfer agent, and not represented by certificates, are effected by a stock transfer instrument. Transfer of registered certificates is effected by presenting and surrendering the certificates to us or our transfer agent. A valid transfer requires the registered certificates to be properly endorsed for transfer as provided for in the certificates and accompanied by proper instruments of transfer.

Our second amended and restated articles of incorporation, third amended and restated bylaws and the BCA do not contain transfer restrictions on our shares of common stock or shares of preferred stock.

The rights, preferences and privileges of holders of our common shares are subject to the rights of the holders of any preferred shares which we may issue in the future.

Our common shares have been listed on the NYSE under the trading symbol “ECO” since December 11, 2023, and on the Oslo Stock Exchange under the trading symbol “OET” since January 29, 2021. In conjunction with the NYSE listing of our common shares, we changed the listing status of our common shares on the Oslo Stock Exchange from a primary listing to a secondary listing. We incurred a trading suspension of two trading days on December 7 and 8, 2023 on the Oslo Stock Exchange in connection with the changes to our share registration structure in order to facilitate the dual listing of our common shares. We also incurred a trading suspension on the Oslo Stock Exchange on November 19, 2025, from opening of trade until 13:15 CET, in order to facilitate an efficient bookbuilding process in connection with our 2025 Registered Direct Offering, and on January 21, 2026, from opening of trade until 13:10 CET, in order to facilitate an efficient bookbuilding process in connection with our 2026 Registered Direct Offering. Our common shares began trading on Euronext Growth (ex-Merkur Market) on July 3, 2018. On March 8, 2019, our shares began trading on Euronext Expand (ex-Oslo Axess) and ceased trading on Euronext Growth. On January 29, 2021, our shares began trading on the Oslo Stock Exchange and ceased trading on Euronext Expand (ex-Oslo Axess).

Description of Preferred Stock

Our board of directors is authorized to provide for the issuance of preferred stock in one or more series with designations as may be stated in the resolution or resolutions providing for the issue of such preferred stock. The board of directors may issue preferred shares on terms calculated to discourage, delay or prevent a change of control or the removal of our management. At the time that any series of our preferred stock is authorized, our board of directors will fix the dividend rights, any conversion rights, any voting rights, redemption provisions, liquidation preferences and any other rights, preferences, privileges and restrictions of that series, as well as the number of shares constituting that series and their designation. Our board of directors could, without shareholder approval, cause us to issue preferred stock which has voting, conversion and other rights and preferences that could adversely affect the voting power and other rights of holders of our common shares and preferred shares, or make it more difficult to effect a change in control. In addition, preferred stock could be used to dilute the share ownership of persons seeking to obtain control of us and thereby hinder a possible takeover attempt which, if our shareholders were offered a premium over the market value of their shares, might be viewed as being beneficial to our shareholders.

Shareholder Meetings

Under our third amended and restated bylaws, annual shareholder meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside of the Marshall Islands. Special meetings of the shareholders, unless otherwise prescribed by law, may be called for any purpose or purposes at any time by the

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​ chairman of the board of directors, the Chief Executive Officer, the board of directors, or the holders of not less than 20% of the voting power of the shares entitled to vote on the matter to be voted at such special meeting. Notice of every annual and special meeting of shareholders shall be given at least 15 but not more than 60 days before such meeting to each shareholder of record entitled to vote thereat. There must be present, in person or by proxy, shareholders of record holding at least one-third of the voting power of shares issued and outstanding and entitled to vote in order to constitute quorum at a shareholders meeting. The board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligible to receive notice and vote at the meeting. When a quorum is once present to organize a meeting, it shall not be broken by the subsequent withdrawal of any shareholders. In the absence of a quorum, the holders of a majority of the voting power of the outstanding shares present at the meeting in person or by proxy may adjourn the meeting. Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders.

Limitations on Ownership

There is no limitation on the right to own securities or the rights of non-resident or foreign shareholders to hold or exercise voting rights on our securities under Marshall Islands law or our second amended and restated articles of incorporation and our third amended and restated bylaws.

Directors

Our directors are elected by the affirmative vote of a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Our second amended and restated articles of incorporation and third amended and restated bylaws do not provide for cumulative voting in the election of directors.

The board of directors must consist of at least one member. Each director shall be elected to serve until the next annual meeting of shareholders and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. The board of directors has the authority to fix the amounts which shall be payable to the members of our board of directors, and to members of any committee, for attendance at any meeting or for services rendered to us. The number of directors constituting the entire board of directors shall be fixed from time to time by the shareholders or by the board of directors; provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office. We do not have any mandatory retirement age for our directors.

The BCA authorized corporations to, in their articles of incorporation, limit or eliminate personal liability of directors to corporations or their shareholders for monetary damages for breaches of directors’ fiduciary duties; provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not undertaken in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which the director derived an improper personal benefit. Our second amended and restated articles of incorporation provide that no director shall be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as a director, except as such exemption from liability or any limitation thereof is not permitted under the BCA. Our third amended and restated bylaws require us, in certain instances, to indemnify our directors and officers.

The limitation of liability and indemnification provisions in our second amended and restated articles of incorporation and third amended and restated bylaws may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, may otherwise benefit us and our shareholders. In addition, an investor in our common shares may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

No contract or transaction between us and one or more of our directors will be void or voidable solely for the following reason, or solely because the director is present at or participates in the meeting of our board of directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if (1) the material facts as to such director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the board of directors or committee, and the board of directors or committee approves such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested director, or, if the votes of the disinterested directors are

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​ insufficient to constitute an act of the board, by unanimous vote of the disinterested directors; or (2) the material facts as to such director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of such shareholders.

Election and Removal

Our third amended and restated bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors. The entire board of directors or any individual director may be removed, with or without cause by the vote of shareholders. The entire board of directors or any individual director may be removed, with cause, by the vote of the board of directors. Any vacancies in the board of directors for any reason, and any created directorships resulting from any increase in number of directors, may be filled by the vote of the majority of the board of directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next election of directors.

Dissenters’ Rights of Appraisal and Payment

Under the BCA, our shareholders generally have the right to dissent from certain mergers and consolidations and the sale or exchange of all or substantially all of our assets not made in the usual and regular course of our business and receive payment of the fair value of their shares. However, the right of a dissenting shareholder to receive payment of the appraised fair value of his shares is not available under the BCA for the shares of any class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation or any sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual course of its business, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. In the event of any further amendment of our second amended and restated articles of incorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the High Court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which the Company’s shares are primarily traded on a local or national securities exchange.

Dividends

Declaration and payment of any dividend is subject to the discretion of the board of directors. The timing and amount of dividend payments to holders of our shares will depend on a series of factors and risks described under “Risk Factors” in the Annual Report, and includes risks relating to earnings, financial condition, cash requirements and availability, restrictions in our current and future loan arrangements, the provisions of the Marshall Islands law affecting the payment of dividends and other factors. The BCA generally prohibits the payment of dividends other than from surplus (but in case there is no surplus, dividends may be declared or paid out of the net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year) or while we are insolvent or if we would be rendered insolvent upon paying the dividend, or if the declaration or payment would be contrary to any restrictions contained in the articles of incorporation.

Shareholders’ Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the person bringing the action is a shareholder or a holder of a beneficial interest of shares both at the time the derivative action is brought and at the time of the transaction to which the action relates, or that the shares or his interest therein devolved upon him by operation of law.

Exchange Controls

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​ Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls, or restrictions that affect the remittance of dividends, interest or other payments to holders of our common shares that are neither Marshall Islands residents nor Marshall Islands citizens.

Amendment of our Articles of Incorporation

In general, amendments to articles of incorporation must be authorized by vote of the holders of a majority of all outstanding shares entitled to vote thereon. In addition to the authorization of an amendment to articles of incorporation by vote of the holders of a majority of all outstanding shares entitled to vote thereon, the amendment to articles of incorporation shall also be authorized by vote of the holders of a majority of all outstanding shares of a class of shares if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely.

Anti-takeover Provisions of our Organizational Documents

Several provisions of our second amended and restated articles of incorporation and third amended and restated bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

Limited Actions by Shareholders

Our third amended and restated bylaws provide that the chairman of the board of directors, the board of directors, the Chief Executive Officer or the holders of not less than 20% of the voting power of the shares entitled to vote on the matter to be voted at such special meeting may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting for shareholder consideration of a proposal over the opposition of our board of directors and shareholder consideration of a proposal may be delayed until the next annual meeting.

Our third amended and restated bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing. Our third amended and restated bylaws also specify requirements as to the form and content and timeliness of a shareholder’s notice. Generally, to be timely, a shareholder’s notice to our secretary must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of shareholders. These provisions may impede shareholders’ ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

Blank Check Preferred Stock

Under the terms of our second amended and restated articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 100,000,000 shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

Election of Directors

Our second amended and restated articles of incorporation and third amended and restated bylaws prohibit cumulative voting in the election of directors. Our third amended and restated bylaws require parties other than our board of directors to give advance written notice of nominations for the election of directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Certain Marshall Islands Company Considerations

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​ Our corporate affairs are governed by our second amended and restated articles of incorporation, third amended and restated bylaws and the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States, including Delaware. While the BCA also provides, for non-resident corporations like us, that it is to be applied and construed to make the BCA uniform with the laws of the State of Delaware and other states with substantially similar legislative provisions (and adopts their case law to the extent they do not conflict with the BCA), there have been few court cases interpreting the BCA in the Marshall Islands, and we cannot predict whether Marshall Islands courts would reach the same conclusions as Delaware or other courts in the United States. Accordingly, you may have more difficulty in protecting your interests under Marshall Islands law in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction that has developed a substantial body of case law. Furthermore, the Marshall Islands lacks a bankruptcy statute, and in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving the Company, the bankruptcy laws of the United States or of another country having jurisdiction over the Company would apply. The following table provides a comparison between certain statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders’ rights.

Marshall Islands	​ ​ ​	Delaware
Shareholder Meetings
Held at a place as designated in the bylaws. An annual meeting of shareholders shall be held for the election of directors on a date and at a time designated by or in the manner provided in the bylaws.		May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.		Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
May be held in or outside of the Marshall Islands.		May be held in or outside of Delaware.
Notice:		Notice:
Whenever shareholders are required to take any action at a meeting, written notice shall state the place, date and hour of the meeting and, unless it is an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting.		Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
A copy of the notice of any meeting shall be given personally or sent by mail or electronic transmission not less than 15 nor more than 60 days before the date of the meeting. If sent by electronic transmission, notice given shall be deemed given when directed to a number or electronic mail address at which the shareholder has consented to receive notice.		Written notice shall be given not less than 10 nor more than 60 days before the meeting.
Shareholders’ Voting Rights
Unless otherwise provided in the articles of incorporation, any action required by the BCA to be taken at a meeting of shareholders or any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof, or if the articles of incorporation so provide, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.		Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

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Marshall Islands	​ ​ ​	Delaware
Any shareholder entitled to vote may authorize another person to act for him by proxy.		Any person authorized to vote may authorize another person or persons to act for him by proxy.
Unless otherwise provided in the articles of incorporation or the bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting.		For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.		When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
The articles of incorporation may provide for cumulative voting in the election of directors.		The certificate of incorporation may provide for cumulative voting in the election of directors.
Directors
Number of board members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.		Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment to the certificate of incorporation.
The board of directors must consist of at least one member.		The board of directors must consist of at least one member.
If the board of directors is authorized by the bylaws to change the number of directors, it can only do so by a majority of the entire board of directors. No decrease in the number shortens the term of any incumbent director.
Removal:	​	Removal:
If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.<br><br>Any or all of the directors may be removed for cause by vote of the shareholders. The articles of incorporation or the specific provisions of a bylaw may provide for such removal by action of the board, except in the case of any director elected by cumulative voting, or by the holders of the shares of any class or series when so entitled by the provisions of the articles of incorporation.	​	Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote except: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified, shareholders may effect such removal only for cause, or (2) if the corporation has cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part.
Merger or Consolidation
Any two or more domestic corporations may merge into a single corporation if approved by the boards of the participating corporations and if authorized by a majority vote of the holders of outstanding shares at a shareholder meeting of each constituent corporation.	​	Any two or more corporations existing under the laws of the state may merge into a single corporation pursuant to a board resolution and upon the majority vote by shareholders of each constituent corporation at an annual or special meeting.

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Marshall Islands	​ ​ ​		Delaware
Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation’s usual or regular course of business, once approved by the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting.	​		Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board deems expedient and for the best interests of the corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of the corporation entitled to vote.
Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any corporation.	​		Any corporation owning at least 90% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume all of its obligations without the vote or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called shareholder meeting.
Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the shareholders, unless otherwise provided for in the articles of incorporation.	​		Any mortgage or pledge of a corporation’s property and assets may be authorized without the vote or consent of shareholders, except to the extent that the certificate of incorporation otherwise provides.
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Dissenter’s Rights of Appraisal
Marshall Islands	​ ​ ​	Delaware
Shareholders have a right to dissent from any plan of merger, consolidation or sale or exchange of all or substantially all of the property and assets not made in the usual and regular course of business, and receive payment of the fair value of their shares. However, the right of a dissenting shareholder under the BCA to receive payment of the fair value of his shares is not available for the shares of any class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation or any sale or exchange of all or substantially all property and assets not made in the usual course of business, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders.		Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations listed on a national securities exchange in which listed shares are the offered consideration or if such shares are held of record by more than 2,000 holders.
A holder of any adversely affected shares who does not vote in favor of or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment:
●alters or abolishes any preferential right of any outstanding shares having preference; or<br><br>●creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares; or<br><br>●alters or abolishes any preemptive right of such holder to acquire shares or other securities; or<br><br>●excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class.<br><br>​

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Marshall Islands	Delaware
Shareholders’ Derivative Actions
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time the action is brought and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law.A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board of directors or the reasons for not making such effort. Such action in the Marshall Islands shall not be discontinued, compromised or settled without the approval of the High Court of the Republic of the Marshall Islands.Reasonable expenses including attorneys’ fees may be awarded by a Marshall Islands court if the action is successful.In any action in the Marshall Islands, a corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the stock has a value of 50,000 or less.	In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.

All values are in US Dollars.

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Exhibit 4.14 Dated 8 May 2025

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THETA NAVIGATION LTD

MOONSPRITE SHIPPING CORP.

as joint and several Borrowers

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and

​

OKEANIS ECO TANKERS CORP.

as Parent Guarantor

​

and

​

ALPHA BANK S.A.

as Original Lender

​

​

​

​

​

​

​

​

FACILITY AGREEMENT

relating to

(i) the refinancing of the existing indebtedness secured on

m.ts. “NISSOS NIKOURIA” and “NISSOS ANAFI” and (ii) the provision of liquidity to the group for working capital purposes

​

​

​

Index
​
Clause		Page
​		​
Section 1 Interpretation		2
1	Definitions and Interpretation	2
Section 2 The Facility		28
2	The Facility	28
3	Purpose	28
4	Conditions of Utilisation	29
Section 3 Utilisation		30
5	Utilisation	30
Section 4 Repayment, Prepayment and Cancellation		32
6	Repayment	32
7	Prepayment and Cancellation	33
Section 5 Costs of Utilisation		36
8	Interest	36
9	Interest Periods	38
10	Changes to the Calculation of Interest	39
11	Fees	40
Section 6 Additional Payment Obligations		42
12	Tax Gross Up and Indemnities	42
13	Increased Costs	45
14	Other Indemnities	47
15	Mitigation by the Lender	49
16	Costs and Expenses	50
Section 7 Guarantees and joint and several liability of Borrowers		51
17	Guarantee and Indemnity – Parent Guarantor	51
18	Joint and Several Liability of the Borrowers	54
Section 8 Representations, Undertakings and Events of Default		56
19	Representations	56
20	Information Undertakings	63
21	Financial Covenants	66
22	General Undertakings	67
23	Insurance Undertakings	75
24	Ship Undertakings	80
25	Security Cover	89
26	Accounts and application of Earnings and Hedge Receipts	91
27	Events of Default	91
Section 9 Changes to Parties		97
28	Changes to the Lender	97
29	Changes to the Transaction Obligors	98
Section 10 Administration		99
30	Payment Mechanics	99
31	Set-Off	101
32	Conduct of business by the Lender	101
33	Bail-In	101
34	Notices	101
35	Calculations and Certificates	103
36	Partial Invalidity	104
37	Remedies and Waivers	104

​

​ ​

​

​	​	​
38	Entire Agreement	104
39	Settlement or Discharge Conditional	104
40	Irrevocable Payment	105
41	Amendments	105
42	Confidential Information	108
43	Confidentiality of Funding Rates	110
44	Counterparts	112
Section 11 Governing Law and Enforcement		113
45	Governing Law	113
46	Enforcement	113

​

​	​	​
Schedules		​
​	​	​
Schedule 1 The Parties		114
​	Part A The Obligors	114
​	Part B The Original Lender	115
Schedule 2 Conditions Precedent		116
​	Part A Conditions Precedent to Utilisation Request	116
​	Part B Conditions Precedent to Utilisation	117
Schedule 3 Requests		118
​	Part A Utilisation Request	118
​	Part B Selection Notice	119
Schedule 4 Details of The Ships		120
Schedule 5 Form of Compliance Certificate		121
Schedule 6 Timetables		122
​	​	​
Execution		​
​	​	​
Execution Pages		123

​

​ ​

​ THIS AGREEMENT is made on 8 May 2025

Parties

(1)	THETA NAVIGATION LTD, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands as a borrower (“Borrower A”)
(2)	MOONSPRITE SHIPPING CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as a borrower (“Borrower B”)
---	---
(3)	OKEANIS ECO TANKERS CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as guarantor (the “Parent Guarantor”)
---	---
(4)	ALPHA BANK S.A., acting through its office at 93, Akti Miaouli, GR 185 38, Piraeus, Greece as lender (the “Original Lender”)
---	---

Background

(A)	The Lender has agreed to make available to the Borrowers a secured term facility of up to the lesser of (i) $130,000,000 and (ii) 60 per cent. of the aggregate Initial Market Value of the Ships, in two Advances for the purposes of:
(i)	refinancing Existing Indebtedness A by way of a loan in a principal amount of up to the lesser of (i) $66,000,000 and (ii) 60 per cent. of the Initial Market Value of Ship A;
---	---
(ii)	refinancing Existing Indebtedness B by way of a loan in a principal amount of up to the lesser of (i) $64,000,000 and (ii) 60 per cent. of the Initial Market Value of Ship B; and
---	---
(iii)	providing liquidity to the Group for working capital purposes.
---	---
(B)	The Lender has agreed to enter into interest rate swap transactions with the Borrowers from time to time to hedge the Borrowers’ exposure under this Agreement to interest rate fluctuations.
---	---

Operative Provisions

​

​ ​

​ Section 1

Interpretation

1	Definitions and Interpretation
1.1	Definitions
---	---

In this Agreement:

“2002 ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“Account” means each of the Earnings Accounts and the Cash Collateral Accounts.

“Account Bank” means Alpha Bank S.A. acting through its office at 93 Akti Miaouli, 185 38, Piraeus, Greece or any replacement bank or other financial institution as may be approved by the Lender.

“Account Security” means a document creating Security over any Account in agreed form.

“Advance” means Advance A or Advance B.

“Advance A” means an amount up to $66,000,000 for the purpose of (i) refinancing the Existing Indebtedness A and (ii) providing liquidity for working capital purposes.

“Advance B” means an amount up to $64,000,000 for the purposes of (i) refinancing the Existing Indebtedness B and (ii) providing liquidity for working capital purposes.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Annex VI” means Annex VI of the Protocol of 1997 to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto and as further amended from time to time.

“Anti-Bribery and Corruption Laws” means all laws, rules, and regulations from time to time, as amended, concerning or relating to bribery or corruption, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and all other applicable anti-bribery and corruption laws.

“Anti-Money Laundering / Combat Terrorist Financing Laws” means the collective of all applicable customer due diligence, recordkeeping and reporting requirements in light of anti-money laundering and/or counter terrorist financing statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency.

“Approved Brokers” means any firm or firms of insurance brokers approved in writing by the Lender and the Borrowers.

“Approved Classification” means, in relation to a Ship, as at the date of this Agreement, the classification in relation to that Ship specified in Schedule 4 (Details of the Ships) with the

​ 2

​ Approved Classification Society or the equivalent classification with another Approved Classification Society.

“Approved Classification Society” means, in relation to a Ship, as at the date of this Agreement, the classification society in relation to that Ship specified in Schedule 4 (Details of the Ships) or any other classification society approved in writing by the Lender.

“Approved Commercial Manager” means, in relation to a Ship, as at the date of this Agreement, the manager specified as the approved commercial manager in relation to that Ship in Schedule 4 (Details of the Ships) or any other person approved in writing by the Lender, as the commercial manager of that Ship.

“Approved Flag” means, in relation to a Ship, as at the date of this Agreement, the flag in relation to that Ship specified in Schedule 4 (Details of the Ships) or such other flag and, if applicable port of registry, approved in writing by the Lender.

“Approved Manager” means, in relation to a Ship, the Approved Commercial Manager or the Approved Technical Manager of that Ship.

“Approved Technical Manager” means, in relation to a Ship, as at the date of this Agreement, the manager specified as the approved technical manager in relation to that Ship in Schedule 4 (Details of the Ships) or any other person approved in writing by the Lender, as the technical manager of that Ship.

“Approved Valuer” means each of Fearnleys A.S., Clarksons-Platou Security AS, Arrow Shipbroking Group, Braemar ACM Valuations, Simpson Spence Young (SSY), Allied Shipbrokers, Associated Shipbroking Monaco, Cass Technava, Galbraith, Howe Robinson, Maersk Shipbrokers and Optima Shipbrokers (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Lender.

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Assignable Charter” means, in relation to a Ship, any Charter in respect of that Ship of a duration (or by virtue of any extensions, capable of exceeding a duration) of 12 months or more or any bareboat charter in respect of that Ship entered into in accordance with Clauses 24.17 (Restrictions on chartering, appointment of managers etc.) and 24.20 (Charterparty Assignment).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including:

(a)	in relation to Advance A, 30 June 2025; and
(b)	in relation to Advance B, 30 August 2025.
---	---

“Available Facility” means the Commitment minus:

(a)	the amount of the outstanding Loan; and

​ 3

​

(b)	in relation to any proposed Utilisation, the amount of any Advance that is due to be made on or before the proposed Utilisation Date.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

(a)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;
(b)	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
---	---
(c)	in relation to the United Kingdom, the UK Bail-In Legislation.
---	---

“Borrower” means each of Borrower A or Borrower B.

“Break Costs” means any cost or amount which is incurred or suffered by the Lender (as reasonably determined by the Lender and certified to the Borrowers pursuant to Clause 10.4 (Break Costs)) arising as a direct consequence of a payment by the Borrowers to the Lender of any amount of the Loan other than on the last day of the relevant Interest Period in respect of the Loan (or the relevant part of it).

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in:

(a)	New York, Piraeus and Athens; and
(b)	(in relation to the fixing of an interest rate) which is a US Government Securities Business Day.
---	---

“Cash Collateral Account” means in relation to each Borrower:

(a)	on and from the date of this Agreement and until the Lender notifies the Borrowers that paragraph (b) below is applicable, an interest bearing USD current account; or
(b)	at all other times, a non-interest bearing USD current account opened or (as the context may require) to be opened by the Borrowers in the name of that Borrower with the Lender,
---	---

and includes any sub-accounts thereof and any other account designated in writing by the Lender to be a Cash Collateral Account for the purposes of this Agreement.

“Charter” means, in relation to a Ship, any charter relating to that Ship, or other contract for its employment, whether or not already in existence.

“Charter Guarantee” means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

​ 4

​ “Charterparty Assignment” means, in respect of any Assignable Charter, an assignment of the rights of the Borrower which is a party to that Assignable Charter (and any Charter Guarantee) in favour of the Lender in agreed form.

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

“Commercial Management Agreement” means the agreement entered into between a Borrower and the Approved Commercial Manager regarding the commercial management of a Ship.

“Commitment” means $130,000,000, to the extent not cancelled, reduced under this Agreement.

“Compliance Certificate” means a certificate in the form set out in Schedule 5 (Form of Compliance Certificate) or in any other form agreed between the Parent Guarantor, the Borrowers and the Lender.

“Confidential Information” means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which the Lender becomes aware in its capacity as, or for the purpose of becoming, the Lender or which is received by the Lender in relation to, or for the purpose of becoming the Lender under, the Finance Documents or the Facility from any member of the Group or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(a)	information that:
(i)	is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 42 (Confidential Information); or
---	---
(ii)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
---	---
(iii)	is known by the Lender before the date the information is disclosed to it by any member of the Group or any of its advisers or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
---	---
(b)	any Funding Rate.
---	---

“Confidentiality Undertaking” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrowers and the Lender.

“Deed of Covenant” means, in relation to a Ship, if required by the laws of the Approved Flag, a deed of covenant collateral to the Mortgage over that Ship and creating Security over that Ship in agreed form.

“Deed of Release” means a deed releasing any Existing Security in a form acceptable to the Lender.

​ 5

​ “Default” means an Event of Default or a Potential Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Lender.

“Delivery Date” means, in relation to a Ship, the date on which that Ship is delivered by the Lessor to that Borrower under that MOA.

“Disruption Event” means either or both of:

(a)	a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the 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, if applicable, any Transaction Obligor; or
(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Transaction Obligor preventing that, or any other, Party or, if applicable, any Transaction Obligor:
---	---
(i)	from performing its payment obligations under the Finance Documents; or
---	---
(ii)	from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,
---	---

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

“Document of Compliance” has the meaning given to it in the ISM Code.

“dollars” and “$” mean the lawful currency, for the time being, of the United States of America.

“Earnings” means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the Lender and which arise out of or in connection with or relate to the use or operation of that Ship, including (but not limited to):

(a)	the following, save to the extent that any of them is, with the prior written consent of the Lender, pooled or shared with any other person:
(i)	all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;
---	---
(ii)	the proceeds of the exercise of any lien on sub-freights;
---	---
(iii)	compensation payable to a Borrower or the Lender in the event of requisition of that Ship for hire or use;
---	---
(iv)	remuneration for salvage and towage services;
---	---
(v)	demurrage and detention moneys;
---	---

​ 6

​

(vi)	without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship;
(vii)	all moneys which are at any time payable under any Insurances in relation to loss of hire;
---	---
(viii)	all monies which are at any time payable to a Borrower in relation to general average contribution; and
---	---
(b)	if and whenever that Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (viii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship.
---	---

“Earnings Account” means, in relation to a Borrower:

(a)	an account in the name of that Borrower with the Account Bank designated “[name of Borrower] - Earnings Account”;
(b)	any other account in the name of that Borrower with the Account Bank which may, with the prior written consent of the Lender, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or
---	---
(c)	any sub-account of any account referred to in paragraphs (a) or (b) above.
---	---

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Environmental Approval” means any present or future permit, ruling, variance or other Authorisation required under Environmental Law.

“Environmental Claim” means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, “claim” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

“Environmental Incident” means:

(a)	any release, emission, spill or discharge of Environmentally Sensitive Material whether within a Ship or from a Ship into any other vessel or into or upon the air, water, land or soils (including the seabed) or surface water; or
(b)	any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than any Ship and which involves a collision between any Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or potentially liable to be arrested,
---	---

​ 7

​ attached, detained or injuncted and/or a Ship and/or any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)

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

“Environmental Law” means any present or future law relating to vessel disposal, energy efficiency, carbon reduction, emissions, emissions trading, pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

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

“Escrow Agent” means Watson, Farley and Williams LLP of Suites 4610-4619, Jardine House, 1 Connaught Place, Hong Kong.

“Escrow Agreement” means Escrow Agreement A or Escrow Agreement B.

“Escrow Agreement A” means the escrow agreement made or to be made between (i) the Escrow Agent, (ii) Borrower A, (iv) the Lessor and (v) the Lender in respect of the payment of Existing Indebtedness A, as the same may be amended and/or supplemented from time to time.

“Escrow Agreement B” means the escrow agreement made or to be made between (i) the Escrow Agent, (ii) Borrower B, (iv) the Lessor and (v) the Lender in respect of the payment of Existing Indebtedness B, as the same may be amended and/or supplemented from time to time.

“EU Bail-In Legislation Schedule” means the document described as such and published by the LMA from time to time.

“EU Ship Recycling Regulation” means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC.

“Event of Default” means any event or circumstance specified as such in Clause 27 (Events of Default).

“Existing Bareboat Charter A” means, in relation to Ship A, the bareboat charter agreement originally dated 21 March 2022 as amended by the Amended and Restated Deeds dated 29 June 2023 and 26 January 2024 respectively and made between (i) Borrower A as charterers and (ii) the Lessor, as owner pursuant to which Borrower A exercised its purchase option on 1 April 2025.

​ 8

​ “Existing Bareboat Charter B” means, in relation to Ship B, the bareboat charter agreement dated 29 January 2024 and made between (i) Borrower B as charterers and (ii) the Lessor, as owner pursuant to which Borrower B exercised its purchase option on 24 April 2025.

“Existing Indebtedness” means Existing Indebtedness A or Existing Indebtedness B.

“Existing Indebtedness A” means, in relation to Borrower A, the outstanding Financial Indebtedness of Borrower A under the Existing Bareboat Charter A amounting to $63,760,067.82, which shall be fully prepaid through the exercise of the purchase option of Ship A from Borrower A.

“Existing Indebtedness B” means, in relation to Borrower B, the outstanding Financial Indebtedness of Borrower B under the Existing Bareboat Charter B amounting to approximately $68,650,000 which shall be fully prepaid through the exercise of the purchase option of Ship B from Borrower B.

“Existing Security” means any Security created to secure any Existing Indebtedness.

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices through which the Lender will perform its obligations under this Agreement.

“FATCA” means:

(a)	sections 1471 to 1474 of the Code or any associated regulations;
(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
---	---
(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
---	---

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

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

“Finance Document” means:

(a)	this Agreement;
(b)	the Nominated Family Side Letter;
---	---
(c)	each Utilisation Request;
---	---
(d)	any Security Document;
---	---
(e)	any Hedging Agreement;
---	---

​ 9

​

(f)	any Subordination Agreement;
(g)	any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or
---	---
(h)	any other document designated as such by the Lender and the Borrowers.
---	---

“Financial Indebtedness” means any indebtedness for or in relation to:

(a)	moneys borrowed;
(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
---	---
(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
---	---
(d)	the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with IFRS, be treated as a balance sheet liability;
---	---
(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
---	---
(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;
---	---
(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative 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 derivative transaction, that amount) shall be taken into account);
---	---
(h)	any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
---	---
(i)	the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraph (a) to (h) above.
---	---

“Funding Rate” means any rate notified by the Lender to the Borrowers pursuant to sub-paragraph (ii) of paragraph (a) of Clause 10.3 (Cost of funds).

“General Assignment” means, in relation to a Ship, the general assignment creating Security over:

(a)	that Ship’s Earnings, its Insurances and any Requisition Compensation in relation to that Ship; and
(b)	any Charter and any Charter Guarantee in relation to that Ship,
---	---

in agreed form.

​ 10

​ “Group” means the Parent Guarantor and its Subsidiaries from time to time during the Security Period (whether direct or indirect and including but not limited to, the Borrowers) and “member of the Group” shall be construed accordingly.

“Hedge Receipts” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower under a Hedging Agreement.

“Hedging Agreement” means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by the Borrowers for the purpose of hedging interest payable under this Agreement.

“Hedging Agreement Security” means, in relation to a Borrower, a hedging agreement security creating Security over that Borrower’s rights and interests in any Hedging Agreement, in agreed form.

“Hedging Close-Out Liabilities” means as at any relevant date the net aggregate amount in dollars which would be payable by a Borrower under a Hedging Agreement at the relevant determination date as a result of termination or closing out under that Hedging Agreement.

“Hedging Prepayment Proceeds” means any Hedge Receipts arising as a result of termination or closing out under a Hedging Agreement.

“Historic Term SOFR” means, in relation to the Loan or any part of the Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan and which is as of a day which is no more than three US Government Securities Business Days before the Quotation Day.

“Holding Company” means, in relation to a person, any other person in relation to which it is a Subsidiary.

“IACS” means the International Association of Classification Societies.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Indemnified Person” has the meaning given to it in Clause 14.2 (Other indemnities).

“Initial Market Value” means, in relation to a Ship, the Market Value of that Ship determined in accordance with the valuation relative thereto referred to in paragraph 3.5 of Part B of Schedule 2 (Conditions Precedent).

“Insurances” means, in relation to a Ship:

(a)	all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, effected in relation to that Ship, its Earnings or otherwise in relation to that Ship whether before, on or after the date of this Agreement; and
(b)	all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.
---	---

​ 11

​ “Interest Payment Date” has the meaning given to it in paragraph (a) of Clause 8.2 (Payment of interest).

“Interest Period” means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Interpolated Historic Term SOFR” means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either:
(i)	the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that part of the Loan; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, the most recent SOFR for a day which is no more than five US Government Securities Business Days (and no less than two US Government Securities Business Days) before the Quotation Day; and
---	---
(b)	the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan.
---	---

“Interpolated Term SOFR” means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either
(i)	the applicable Term SOFR (as of the Specified Time) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that part of the Loan; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, SOFR for the day which is two US Government Securities Business Days before the Quotation Day; and
---	---
(b)	the applicable Term SOFR (as of the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan.
---	---

“Inventory of Hazardous Materials” means, in relation to a Ship, an inventory certificate or statement of compliance (as applicable) issued by the relevant classification society or shipyard authority which is supplemented by a list of any and all materials known to be potentially hazardous utilised in the construction of, or otherwise installed on, that Ship pursuant to the requirements of the EU Ship Recycling Regulation.

​ 12

​ “ISDA Master Agreement” means a 2002 ISDA Master Agreement.

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

“ISPS Code” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

“ISSC” means an International Ship Security Certificate issued under the ISPS Code.

“Lender” means:

(a)	the Original Lender; and
(b)	any bank, financial institution, trust, fund or other entity which has become the Lender in accordance with Clause 28 (Changes to the Lender),
---	---

which in each case has not ceased to be a Party in accordance with this Agreement.

“Lessor” means:

(a)	in respect of Borrower A, SEA 290 LEASING CO. LIMITED, whose registered office is at 27/F, Three Exchange Square, 8 Connaught Place, Hong Kong in its capacity as seller under MOA A; and
(b)	in respect of Borrower A, SEA 112 LEASING CO. LIMITED, whose registered office is at 46/F, Champion Tower, 3 Garden Road, Central, Hong Kong in its capacity as seller under MOA B.
---	---

“LMA” means the Loan Market Association or any successor organisation.

“Loan” means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a “part of the Loan” means an Advance or any other part of the Loan as the context may require.

“Major Casualty” means, in relation to a Ship, any casualty to that Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency.

“Management Agreement” means a Technical Management Agreement or a Commercial Management Agreement.

“Manager’s Undertaking” means, in relation to a Ship, the letter of undertaking from the Approved Technical Manager and the letter of undertaking from the Approved Commercial Manager respectively subordinating its rights against that Ship and the relevant Borrower to the rights of the Lender in agreed form.

“Margin” means:

(a)	subject to paragraph (b) below, 1.40 per cent. per annum; and

​ 13

​

(b)	for the duration of any relevant Interest Period, 0.60 per cent. per annum for any part of the Loan in respect of which an amount of at least $1,000,000 is deposited and blocked for the whole of such Interest Period in any of the Cash Collateral Accounts in accordance with Clause 8.5 (Cash Collateral).

“Market Disruption Rate” means the Term SOFR Reference Rate.

“Market Value” means, in relation to a Ship or any other vessel, at any date, an amount determined by the Lender as being an amount equal to:

(a)	the market value of that Ship or vessel shown by a valuation prepared:
(i)	in relation to the Initial Market Value, as at a date not more than 30 days previously;
---	---
(ii)	at all other times 30 days previously;
---	---
(iii)	by an Approved Valuer selected and appointed by the Borrower and acceptable to the Lender;
---	---
(iv)	with or without physical inspection of that Ship or vessel (as the Lender may require); and
---	---
(v)	on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any Charter.
---	---

Less

(b)	an amount determined by the Lender as being an amount equal to the amount of the usual and reasonable expenses which would be reasonably likely to be incurred in connection with a sale described in sub-paragraph (v) of paragraph (a) above.

“Material Adverse Effect” means in the reasonable opinion of the Lender a material adverse effect on:

(a)	the business, operations, property or condition (financial or otherwise) or prospects of any member of the Group or the Group as a whole; or
(b)	the ability of any Obligor to perform its obligations under any Finance Document; or
---	---
(c)	the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of the Lender under any of the Finance Documents.
---	---

“Minimum Liquidity” has the meaning given to it in Clause 21.1 (Minimum Liquidity).

“MOA” means MOA A or MOA B.

“MOA A” means the memorandum of agreement made between (i) Borrower A as buyer of Ship A and (ii) the Lessor as seller for the purchase of Ship A.

“MOA B” means the memorandum of agreement made between (i) Borrower B as buyer of Ship B and (ii) the Lessor as seller for the purchase of Ship B.

​ 14

​ “Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)	(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
---	---
(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
---	---

The above rules will only apply to the last Month of any period.

“Mortgage” means, in relation to a Ship, the first priority or, as the case may be, preferred ship mortgage on that Ship in agreed form.

“Nominated Family” means the family disclosed in writing to the Lender prior to the date of this Agreement and “members of the Nominated Family” shall be construed accordingly.

“Nominated Family Side Letter” means a side letter in respect of the member of the Nominated Family, in agreed form.

“Obligor” means the Borrower or the Parent Guarantor.

“OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury.

“Original Financial Statements” means:

(a)	in relation to each Borrower, the unaudited financial statements for its financial year ended 31 December 2024; and
(b)	in relation to the Parent Guarantor, the audited consolidated financial statements for its financial year ended 31 December 2024.
---	---

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

“Overseas Regulations” means the Overseas Companies Regulations 2009 (SI 2009/1801).

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Permitted Charter” means, in relation to a Ship:

(a)	a Charter:
(i)	which is a time, a voyage or consecutive voyage charter;
---	---

​ 15

​

(ii)	the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months plus a redelivery allowance of not more than 30 days;
(iii)	which is entered into on bona fide arm’s length terms at the time at which that Ship is fixed; and
---	---
(iv)	in relation to which not more than two months’ hire is payable in advance; and
---	---
(b)	and any other Charter which is approved in writing by the Lender.
---	---

“Permitted Financial Indebtedness” means:

(a)	until a Utilisation Date, the relevant Existing Indebtedness;
(b)	any Financial Indebtedness incurred under the Finance Documents; and
---	---
(c)	any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to a Subordination Agreement or otherwise and which is, in the case of any such Financial Indebtedness of a Borrower, the subject of Subordinated Debt Security.
---	---

“Permitted Security” means:

(a)	Security created by the Finance Documents;
(b)	in relation to each Borrower, until the Utilisation Date of the Advance relating to the Ship to be owned by that Borrower, the Existing Security;
---	---
(c)	liens for unpaid master’s and crew’s wages in accordance with first class ship ownership and management practice and not being enforced through arrest;
---	---
(d)	liens for salvage;
---	---
(e)	liens for master’s disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and management practice and not being enforced through arrest; and
---	---
(f)	any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship:
---	---
(i)	not as a result of any default or omission by any Borrower;
---	---
(ii)	not being enforced through arrest; and
---	---
(iii)	subject, in the case of liens for repair or maintenance, to Clause 24.17 (Restrictions on chartering, appointment of managers etc.),
---	---

provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps and for the payment of which adequate reserves are held and provided further that such proceedings do not give rise to a material risk of the relevant Ship or any interest in it being seized, sold, forfeited or lost).

​ 16

​ “Potential Event of Default” means any event or circumstance specified in Clause 27 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Prohibited Person” means a person, entity or party:

(a)	listed on, or owned or controlled by a person, entity or party listed on any Sanctions List; or
(b)	located in, incorporated under the laws of, or owned or controlled by or acting on behalf of a person, entity or party located in or organised under the laws of a Sanctioned Country; or
---	---
(c)	being otherwise a target of Sanctions; or
---	---
(d)	with which the Lender is prohibited from dealing or otherwise engaging in any transaction pursuant to OFAC, United Nations, European Union or His Majesty’s Treasury Sanctions; or
---	---
(e)	acting or purporting to act on behalf of any of the parties listed in paragraphs (a) through (e) above.
---	---

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two US Government Securities Business Days before the first day of that period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Lender in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Date” has the meaning given to it in Clause 7.4 (Mandatory prepayment on sale or Total Loss).

“Relevant Jurisdiction” means, in relation to a Transaction Obligor:

(a)	its Original Jurisdiction;
(b)	any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;
---	---
(c)	any jurisdiction where it conducts its business; and
---	---
(d)	the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.
---	---

​ 17

​ “Relevant Market” means the market for overnight cash borrowing collateralised by US Government Securities.

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

“Repayment Date” means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).

“Repayment Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“Repeating Representation” means each of the representations set out in Clause 19 (Representations) except Clause 19.10 (Insolvency), Clause 19.11 (No filing or stamp taxes) and Clause 19.12 (Deduction of Tax) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Requisition” means, in relation to a Ship:

(a)	any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and
(b)	any capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever.
---	---

“Requisition Compensation” includes all compensation or other moneys payable to a Borrower by reason of any Requisition or any arrest or detention of a Ship in the exercise or purported exercise of any lien or claim.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Russian Oil Price Cap Measures” means the Russian oil price cap restrictions and requirements imposed by law or regulation of the United Kingdom, the Council of the European Union and the United States of America and any other similar restrictions on the supply or delivery or maritime transportation of Russian Oil Products applicable to any Obligor.

“Russian Oil Products” means oil and oil products falling within commodity codes 2709 or 2710 which originate in or are consigned from Russia.

“Safety Management Certificate” has the meaning given to it in the ISM Code.

“Safety Management System” has the meaning given to it in the ISM Code.

​ 18

​ “Sanctioned Country” means a country or territory that is subject to comprehensive country-wide or territory-wide Sanctions (including, without limitation, as regards US Sanctions, Cuba, Syria, Iran, North Korea and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine).

“Sanctioned Ship” means a ship which is the subject of Sanctions.

“Sanctions” means any sanctions (including US “secondary 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):

(a)	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; or
(b)	otherwise imposed by any law or regulation binding on a Transaction Obligor or to which a Transaction Obligor is subject.
---	---

“Sanctions List” means the Specially Designated Nations and Blocked Persons list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by His Majesty’s Treasury, or any similar list maintained by, or public announcement of a Sanctions designation made by the United Kingdom, the Council of the European Union, the United Nations or its Security Council, the United States of America or any law or regulation binding on a Transaction Obligor or to which a Transaction Obligor is subject.

“Secured Liabilities” means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to the Lender under or in connection with each Finance Document.

“Security” means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

“Security Assets” means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Security Cover Ratio” means, at any relevant time:

(a)	the aggregate Market Value of the Ships then subject to a Mortgage; plus
(b)	the Minimum Liquidity; plus
---	---
(c)	the net realisable value of additional Security previously provided under Clause 25 (Security Cover) expressed as a percentage of the Loan and any Hedging Close-Out Liabilities.
---	---

“Security Document” means:

(a)	any Mortgage;
(b)	any Deed of Covenant;
---	---
(c)	any General Assignment;
---	---

​ 19

​

(d)	any Account Security;
(e)	any Manager’s Undertaking;
---	---
(f)	any Charterparty Assignment;
---	---
(g)	any Hedging Agreement Security;
---	---
(h)	any Subordinated Debt Security;
---	---
(i)	any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or
---	---
(j)	any other document designated as such by the Lender and the Borrowers.
---	---

“Security Period” means the period starting on the date of this Agreement and ending on the date on which the Lender is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

“Security Property” means:

(a)	the Transaction Security expressed to be granted in favour of the Lender and all proceeds of that Transaction Security;
(b)	all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the Lender and secured by the Transaction Security together with all representations and warranties expressed to be given by a Transaction Obligor or any other person in favour of the Lender; and
---	---
(c)	the Lender’s interest in any turnover trust created under the Finance Documents,
---	---

“Selection Notice” means a notice substantially in the form set out in Part B (Selection Notice) of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

“Ship” means Ship A or Ship B.

“Ship A” means the 2022-built tanker vessel “NISSOS NIKOURIA”, details of which are set out opposite its name in Schedule 4 (Details of the Ship) which is to be registered on its Delivery Date, in the ownership of Borrower A under an Approved Flag.

“Ship B” means the 2020-built tanker vessel “NISSOS ANAFI”, details of which are set out opposite its name in Schedule 4 (Details of the Ship) which is to be registered on its Delivery Date, in the ownership of Borrower B under an Approved Flag.

“SOFR” means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

“Specified Time” means a day or time determined in accordance with Schedule 6 (Timetables).

“Statement of Compliance” means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

​ 20

​ “Subordinated Creditor” means:

(a)	a Transaction Obligor; or
(b)	any other person who becomes a Subordinated Creditor in accordance with this Agreement.
---	---

“Subordinated Debt Security” means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Lender in an agreed form.

“Subordinated Finance Document” means:

(a)	a Subordinated Loan Agreement; and
(b)	any other document relating to or evidencing Subordinated Liabilities.
---	---

“Subordinated Liabilities” means all indebtedness owed or expressed to be owed by a Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

“Subordinated Loan Agreement” means any loan agreement made or to be made between (i) a Borrower and (ii) a Subordinated Creditor.

“Subordination Agreement” means a subordination agreement entered into or to be entered into by each Subordinated Creditor and the Lender in agreed form.

“Subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Credit” has the meaning given to it in Clause 12.1 (Definitions).

“Tax Deduction” has the meaning given to it in Clause 12.1 (Definitions).

“Tax Payment” has the meaning given to it in Clause 12.1 (Definitions).

“Technical Management Agreement” means the agreement entered into between a Borrower and the Approved Technical Manager regarding the technical management of a Ship.

“Term SOFR” means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

“Term SOFR Reference Rate” means, in relation to the Loan or any part of the Loan:

(a)	the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or
(b)	as otherwise determined pursuant to Clause 10.1 (Unavailability of Term SOFR),
---	---

​ 21

​ and if, in either case, that rate is less than zero, the Term SOFR Reference Rate shall be deemed to be zero.

“Termination Date” means, in relation to:

(a)	Advance A, the date falling seven years from the Utilisation Date of Advance A; and
(b)	Advance Bm the date falling seven years from the Utilisation Date of Advance B.
---	---

“Third Parties Act” has the meaning given to it in Clause 1.5 (Third party rights).

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

(a)	actual, constructive, compromised, agreed or arranged total loss of that Ship; or
(b)	any Requisition of that Ship unless that Ship is returned to the full control of the relevant Borrower within 45 days of such Requisition.
---	---

“Total Loss Date” means, in relation to the Total Loss of a Ship:

(a)	in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;
(b)	in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earlier of:
---	---
(i)	the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and
---	---
(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the relevant Borrower with that Ship’s insurers in which the insurers agree to treat that Ship as a total loss;
---	---
(c)	in the case of a Requisition, the date on which that Requisition occurs; and
---	---
(d)	in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Lender that the event constituting the total loss occurred.
---	---

“Transaction Document” means:

(a)	a Finance Document;
(b)	a Subordinated Finance Document;
---	---
(c)	any MOA;
---	---
(d)	any Deed of Release;
---	---
(e)	any Charter; or
---	---
(f)	any other document designated as such by the Lender and a Borrower.
---	---

​ 22

​ “Transaction Obligor” means an Obligor, any Approved Manager (who is controlled or owned by members of the Nominated Family) or any other member of the Group who executes a Transaction Document.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

“UK Bail-In Legislation” means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Establishment” means a UK establishment as defined in the Overseas Regulations.

“Unpaid Sum” means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

“US” means the United States of America.

“US Government Securities Business Day” means any day other than:

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

“US Tax Obligor” means:

(a)	a person which is resident for tax purposes in the US; or
(b)	a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.
---	---

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Advance is to be made.

“Utilisation Request” means a notice substantially in the form set out in Part A (Utilisation Request) of Schedule 3 (Requests).

“VAT” means:

(a)	any value added tax imposed by the Value Added Tax Act 1994;
(b)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
---	---
(c)	any other tax of a similar nature, whether imposed in the United Kingdom or a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) above, or imposed elsewhere.
---	---

​ 23

​ “Write-down and Conversion Powers” means:

(a)	in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;
(b)	in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and
---	---
(c)	in relation to any other applicable Bail-In Legislation:
---	---
(i)	any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and
---	---
(ii)	any similar or analogous powers under that Bail-In Legislation.
---	---
1.2	Construction
---	---
(a)	Unless a contrary indication appears, a reference in this Agreement to:
---	---
(i)	the “Account Bank”, the “Lender”, any “Obligor”, any “Party”, any “Transaction Obligor” or any other person shall be construed so as to include its successors in title and permitted assigns;
---	---
(ii)	“applicable Sanctions” includes (but is not limited to):
---	---
(A)	any Sanctions applicable to any of the Obligors or any other member of the Group or any of their Affiliates, directors, officers or employees; and
---	---
(B)	any Sanctions which would otherwise apply either directly or indirectly to the performance of any of the Parties’ rights and obligations under this Agreement;
---	---
(iii)	“assets” includes present and future properties, revenues and rights of every description;
---	---

​ 24

​

(iv)	a liability which is “contingent” means a liability which is not certain to arise and/or the amount of which remains unascertained;
(v)	the Lender’s “cost of funds” in relation to the funding of the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a notional basis) which the Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of the Loan or that part of the Loan for a period equal in length to the Interest Period of the Loan or that part of the Loan;
---	---
(vi)	“document” includes a deed and also a letter, fax, email or telex;
---	---
(vii)	“expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;
---	---
(viii)	a “Finance Document”, a “Security Document” or “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, replaced, novated, supplemented, extended or restated;
---	---
(ix)	“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
---	---
(x)	“law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;
---	---
(xi)	“proceedings” means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;
---	---
(xii)	a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
---	---
(xiii)	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;
---	---
(xiv)	a reference to a “Ship”, its name, its flag and, if applicable, its port of registry shall include any replacement name, flag and, if applicable, replacement port of registry, in each case, as may be approved in writing from time to time by the Lender;
---	---
(xv)	a provision of law is a reference to that provision as amended or re-enacted from time to time;
---	---
(xvi)	a time of day is a reference to London time;
---	---
(xvii)	any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;
---	---

​ 25

​

(xviii)	words denoting the singular number shall include the plural and vice versa; and
(xix)	“including” and “in particular” (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.
---	---
(b)	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.
---	---
(c)	Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.
---	---
(d)	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.
---	---
(e)	A Potential 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.
---	---
1.3	Construction of insurance terms
---	---

In this Agreement:

“approved” means, for the purposes of Clause 23 (Insurance Undertakings), approved in writing by the Lender.

“excess risks” means, in respect of a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of that Ship in consequence of its insured value being less than the value at which that Ship is assessed for the purpose of such claims.

“obligatory insurances” means all insurances effected, or which any Borrower is obliged to effect, under Clause 23 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.

“policy” includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association being a member of the International Group of Protection and Indemnity Associations, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

“war risks” includes the risk of mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 of the International Hull Clauses (1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute Time Clauses (Hulls) (1/10/83) or any equivalent provision.

​ 26

​

1.4	Agreed forms of Finance Documents

References in Clause 1.1 (Definitions) to any Finance Document being in “agreed form” are to that Finance Document:

(a)	in a form attached to a certificate dated the same date as this Agreement (and signed by each Borrower and the Lender); or
(b)	in any other form agreed in writing between each Borrower and the Lender.
---	---
1.5	Third party rights
---	---
(a)	Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.
---	---
(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.
---	---
(c)	Any Affiliate, Receiver or Delegate or any other person described in paragraph (d) of Clause 14.2 (Other indemnities), may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.
---	---

​ 27

​ Section 2

The Facility

2	The Facility
2.1	The Facility
---	---

Subject to the terms of this Agreement, the Lender makes available to the Borrowers a dollar term loan facility in two Advances in an aggregate amount not exceeding the Commitment.

2.2	Borrowers’ Agent
(a)	Each Borrower by its execution of this Agreement irrevocably appoints the Parent Guarantor to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:
---	---
(i)	the Parent Guarantor on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender and to give all notices and instructions (including Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Borrower notwithstanding that they may affect the Borrower, without further reference to or the consent of that Borrower; and
---	---
(ii)	the Lender to give any notice, demand or other communication to that Borrower pursuant to the Finance Documents to the Parent Guarantor,
---	---

and in each case the Borrower shall be bound as though the Borrower itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)	Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent Guarantor or given to the Parent Guarantor under any Finance Document on behalf of a Borrower or in connection with any Finance Document (whether or not known to any Borrower) shall be binding for all purposes on that Borrower as if that Borrower had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Guarantor and any Borrower, those of the Parent Guarantor shall prevail.
3	Purpose
---	---
3.1	Purpose
---	---

Each Borrower shall apply all amounts borrowed by it under the Facility only for the purpose stated in the preamble (Background) to this Agreement.

3.2	Monitoring

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

​ 28

​

4	Conditions of Utilisation
4.1	Initial conditions precedent
---	---

The Borrowers may not deliver a Utilisation Request unless the Lender has received all of the documents and other evidence listed in Part A (Conditions precedent to Utilisation Request) of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.

4.2	Further conditions precedent

The Lender will only be obliged to comply with Clause 5.4 (Advances) if:

(a)	on the date of the Utilisation Request and on the proposed Utilisation Date and before the Advance is made available:
(i)	no Default is continuing or would result from the proposed Advance;
---	---
(ii)	the Repeating Representations to be made by each Transaction Obligor are true in all material respects;
---	---
(iii)	in the case of an Advance, the Ship in respect of which such Advance is to be made has neither been sold nor become a Total Loss; and
---	---
(iv)	no material adverse change in any Obligor’s assets, business or financial condition has occurred since the date of this Agreement; and
---	---
(b)	the Lender has received on the Delivery Date of each Ship, or is satisfied that it will receive when the proposed Advance is released to the Lessor in accordance with the terms of each Escrow Agreement respectively, all of the documents and other evidence listed in Part B (Conditions precedent to Utilisation) of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.
---	---
4.3	Notification of satisfaction of conditions precedent
---	---

The Lender shall notify the Borrowers promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent).

4.4	Waiver of conditions precedent

If the Lender, at its discretion, permits an Advance to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrowers shall ensure that that condition is satisfied within five Business Days after the relevant Utilisation Date or such later date as the Lender may agree in writing with the Borrowers.

​ 29

​ Section 3

Utilisation

5	Utilisation
5.1	Delivery of a Utilisation Request
---	---
(a)	The Borrowers may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request not later than the Specified Time.
---	---
(b)	The Borrowers may not deliver more than one Utilisation Request under each Advance.
---	---
5.2	Completion of a Utilisation Request
---	---
(a)	Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
---	---
(i)	the proposed Utilisation Date is a Business Day within the relevant Availability Period;
---	---
(ii)	the currency and amount of each Utilisation comply with Clause 5.3 (Currency and amount);
---	---
(iii)	all applicable deductible items have been completed; and
---	---
(iv)	the proposed Interest Period complies with Clause 9 (Interest Periods).
---	---
(b)	Only one Advance may be requested in each Utilisation Request.
---	---
5.3	Currency and amount
---	---
(a)	The currency specified in a Utilisation Request must be dollars.
---	---
(b)	The amount of the proposed Advance must be an amount which is not more than:
---	---
(i)	in respect of Advance A, the lower of (i) $66,000,000 and (ii) 60 per cent. of the Initial Market Value of Ship A; and
---	---
(ii)	in respect of Advance B, the lower of (i) $64,000,000 and (ii) 60 per cent. of the Initial Market Value of Ship B.
---	---
(c)	The amount of the proposed Advance must be an amount which is not more than the Available Facility.
---	---
5.4	Advances
---	---

If the conditions set out in this Agreement have been met, the Lender shall make each Advance available by the relevant Utilisation Date through its Facility Office.

5.5	Cancellation of Commitment

The Commitment in respect of any Advance which is unutilised at the end of the Availability Period for such Advance shall then be cancelled.

​ 30

​

5.6	Retentions and payment to third parties

The Borrowers irrevocably authorise the Lender:

(a)	to deduct from the proceeds of any Advance any fees then payable to the Lender in accordance with Clause 11 (Fees), any solicitors fees and disbursements together with any applicable VAT and any other items listed as deductible items in the relevant Utilisation Request and to apply them in payment of the items to which they relate; and
(b)	on each Utilisation Date to pay to, or for the account of, the relevant Borrower which is to utilise the relevant Advance, the balance (after any deduction made in accordance with paragraph (a) above of such Advance. That payment shall be made:
---	---
(i)	subject to Clause 5.8 (Prepositioning of funds) in case of Advance A, to the account of the Escrow Agent which the Borrowers specify in the relevant Utilisation Request to be held to the order of the Lender in accordance with the terms of Escrow Agreement A; and
---	---
(ii)	subject to Clause 5.8 (Prepositioning of funds) in case of Advance B, to the account of the Escrow Agent which the Borrowers specify in the relevant Utilisation Request to be held to the order of the Lender in accordance with the terms of Escrow Agreement B.
---	---
5.7	Disbursement of Advance to third party
---	---

Payment by the Lender under this Clause 5.7 (Disbursement of Advance to third party) to a person other than a Borrower shall constitute the making of the relevant Advance and the Borrowers shall at that time become indebted, as principal and direct obligor, to the Lender in an amount equal to that Advance.

5.8	Prepositioning of funds

If, in respect of any proposed Advance, the Lender, at the request of the Borrowers and on terms acceptable to the Lender and in its absolute discretion, prepositions an Advance (the “Prepositioned Funds”) with the Escrow Agent’s bank, as the Borrowers may have agreed with the Lender in advance of the proposed Utilisation Date and as specified in the relevant Utilisation Request, the following terms shall apply:

(a)	the Prepositioned Funds shall be held to the order of the Lender until such time as the Lender confirms in writing that the Prepositioned Funds may be released to the Lessor in accordance with Clause 5.6 (Retentions and payments to third parties);
(b)	the date on which the Prepositioned Funds are prepositioned shall be constituted the Utilisation Date;
---	---
(c)	the Obligors agree to pay interest on the amount of the Prepositioned Funds and if the funds so prepositioned are not released, that interest shall be paid within three Business Days of demand by the Lender; and
---	---
(d)	the Obligors shall, without duplication, indemnify the Lender against any costs, loss or liability it may incur in connection with such arrangement.
---	---

​ 31

​ Section 4

Repayment, Prepayment and Cancellation

6	Repayment
6.1	Repayment of each Advance
---	---

The Borrowers shall repay the Loan as follows:

(a)	Advance A shall be repaid by:
(i)	28 equal consecutive quarterly instalments, in the amount of $900,000 each (each an “Instalment A” and collectively, the “Instalments A”), the first of which shall be repaid on the date falling 3 Months after the Utilisation Date of Advance A, each subsequent Instalment shall be repaid at quarterly intervals thereafter and the last Instalment shall be repaid on the relevant Termination Date; and
---	---
(ii)	a balloon payment in an amount equal to $40,800,000 (the “Balloon Instalment A” and together with the Instalments A, “Repayment Instalments A”) which shall be repaid on the relevant Termination Date.
---	---
(b)	Advance B shall be repaid by:
---	---
(i)	28 equal consecutive quarterly instalments, in the amount of $1,000,000 each (each an “Instalment B” and collectively, the “Instalments B” and together with the Instalments A, the “Instalments” ), the first of which shall be repaid on the date falling 3 Months after the Utilisation Date of Advance B, each subsequent Instalment shall be repaid at quarterly intervals thereafter and the last Instalment shall be repaid on the relevant Termination Date; and
---	---
(ii)	a balloon payment in an amount equal to $36,000,000 (the “Balloon Instalment B” and together with the Instalments B, each a “Repayment Instalment B” and together with the Repayment Instalments A, the “Repayment Instalments”) which shall be repaid on the relevant Termination Date.
---	---
6.2	Effect of cancellation and prepayment on scheduled repayments
---	---
(a)	If the whole or any part of the Commitment is cancelled under Clause 7.1 (Illegality) then the Repayment Instalments falling after that cancellation will reduce pro rata by the amount of the Commitment so cancelled.
---	---
(b)	If the whole or part of any Commitment is cancelled pursuant to Clause 5.5 (Cancellation of Commitment) or Clause 7.2 (Voluntary and automatic cancellation), the amount of each Advance then unutilised shall be reduced rateably and the Repayment Instalments for each Repayment Date falling after that cancellation will be reduced pro rata by the amount of the Commitment so cancelled.
---	---
(c)	If any part of the Loan is repaid or prepaid in accordance with Clause 7.1 (Illegality) then the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will be reduced pro rata by the amount of the Loan repaid or prepaid.
---	---

​ 32

​

(d)	If any part of the Loan is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Loan) then the amount of the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will be reduced pro rata by the amount of the Loan repaid or prepaid.
(e)	Any partial prepayment of the Loan under Clause 7.4 (Mandatory prepayment on sale or Total Loss) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.
---	---
6.3	Termination Date
---	---

On each Termination Date, the Borrowers shall additionally pay to the Lender all other sums then accrued and owing under the Finance Documents.

6.4	Reborrowing

No Borrower may reborrow any part of the Facility which is repaid.

7	Prepayment and Cancellation
7.1	Illegality and Sanctions affecting the Lender
---	---
(a)	If it becomes unlawful and/or contrary to Sanctions, in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in the Utilisation or to determine or charge interest rates based upon Term SOFR, or it becomes unlawful for any Affiliate of the Lender for the Lender to do so, or
---	---
(b)	in the opinion of the Lender acting reasonably anything whatsoever is done or omitted to be done by a Transaction Obligor which would result in the Lender being in breach of or made subject to Sanctions:
---	---
(i)	the Lender shall promptly notify the Borrowers upon becoming aware of that event and the Available Facility will be immediately cancelled; and
---	---
(ii)	the Borrowers shall prepay the Loan on the last day of the Interest Period for the Loan occurring after the Lender has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Borrowers (being no earlier than the last day of any applicable grace period permitted by law) and the Commitment shall be cancelled; and
---	---
(iii)	accrued interest and all other amounts accrued for the Lender under the Finance Documents shall be immediately due and payable.
---	---
7.2	Voluntary and automatic cancellation
---	---
(a)	The Borrowers may, if they give the Lender not less than three Business Days’ (or such shorter period as the Lender may agree) prior notice, cancel the whole or any part (being a minimum amount of $500,000) of the Available Facility.
---	---
(b)	The unutilised Commitment (if any) shall be automatically cancelled at close of business on the relevant Utilisation Date.
---	---

​ 33

​

7.3	Voluntary prepayment of Loan

The Borrowers may, if they give the Lender not less than three Business Days’ (or such shorter period as the Lender may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being a minimum amount of $500,000).

7.4	Mandatory prepayment on sale or Total Loss
(a)	If a Ship is sold or becomes a Total Loss, the Borrowers shall on the Relevant Date prepay the Relevant Required Amount.
---	---
(b)	In this Clause 7.4 (Mandatory prepayment on sale or Total Loss):
---	---

“Relevant Date” means:

(i)	in the case of a sale of a Ship, on the date on which the sale is completed by delivery of that Ship to the buyer of that Ship; and
(ii)	in the case of a Total Loss of a Ship, on the earlier of:
---	---
(A)	the date falling 90 days after the Total Loss Date; and
---	---
(B)	the date of receipt by the Lender of the proceeds of insurance relating to such Total Loss.
---	---

“Relevant Required Amount” means the aggregate of:

(i)	an amount equal to the Loan multiplied by a fraction whose:
(A)	numerator is the Market Value of the Ship being sold or which has become a Total Loss determined on the date on which such sale is completed or, as the case may be, the date on which the Total Loss occurred; and
---	---
(B)	denominator is the aggregate Market Value of all Ships then subject to a Mortgage on the date on which that Ship is sold or becomes a Total Loss; and
---	---
(ii)	such part of the Loan which, after the application of the prepayment to be made of the amount referred to in paragraph (i) above, results in the Security Cover Ratio being the greater of (A) 120 per cent. and (B) the percentage which applied immediately prior to the applicable event described in paragraph (a) of this Clause 7.4 (Mandatory prepayment on sale or Total Loss).
---	---
7.5	Mandatory prepayment of Hedging Prepayment Proceeds
---	---

Any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall, following payment into each Earnings Account in accordance with Clause 26.2 (Payment of Earnings), be applied on the last day of the Interest Period which ends after such payment in, in prepayment of the Loan and shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.

7.6	Restrictions
(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this
---	---

​ 34

​ Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made, the amount of that cancellation or prepayment and, if relevant, the part of the Loan to be prepaid or cancelled.

(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and, subject to any Break Costs, without premium or penalty.
(c)	No Borrower may reborrow any part of the Facility which is prepaid.
---	---
(d)	No Borrower shall repay or prepay all or any part of the Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.
---	---
(e)	No amount of the Commitment cancelled under this Agreement may be subsequently reinstated.
---	---

​ 35

​ Section 5

Costs of Utilisation

8	Interest
8.1	Calculation of interest
---	---

The rate of interest on the Loan or any part of the Loan for each Interest Period is:

(a)	at all times throughout the Security Period, subject to paragraph (b) below, the aggregate of the applicable:
(i)	Margin; and
---	---
(ii)	Term SOFR Reference Rate; and
---	---
(b)	on and from the date on which sub-paragraph (b)(ii) of Clause 8.5 (Cash Collateral) applies, 0.60 per cent. per annum, for any part of the Loan in respect of which an amount of $1,000,000 or more is deposited and blocked in any of the Cash Collateral Accounts in accordance with Clause 8.5 (Cash Collateral).
---	---
8.2	Payment of interest
---	---
(a)	The Borrowers shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an “Interest Payment Date”).
---	---
(b)	If an Interest Period is longer than three Months, the Borrowers shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three Monthly intervals after the first day of the Interest Period.
---	---
8.3	Default interest
---	---
(a)	If a Transaction Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Agreement) on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2.00 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Lender. Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Obligor on demand by the Lender.
---	---
(b)	If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:
---	---
(i)	the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and
---	---
(ii)	the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2.00 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.
---	---

​ 36

​

(c)	Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.
8.4	Notification of rates of interest
---	---
(a)	The Lender shall promptly notify the Borrowers of the determination of a rate of interest under this Agreement.
---	---
(b)	The Lender shall promptly notify the Borrowers of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.
---	---
8.5	Cash Collateral
---	---

The Lender and the Borrowers agree that:

(a)	At any time during the Security Period, a Borrower shall have the option to pledge in its Cash Collateral Account, at the beginning of an Interest Period, additional cash deposits in a minimum amount of $1,000,000 (or any increments of $1,000,000) and up to the aggregate amount of the Loan outstanding at the time, which shall remain blocked but may be withdrawn pursuant to paragraph (c) below (any such sums deposited and blocked in the Cash Collateral Account of that Borrower at any relevant time, the “Cash Collateral”). For the avoidance of doubt, the Minimum Liquidity set out in Clause 21.1 (Minimum Liquidity) shall not be considered to be part of the Cash Collateral.
(b)	The Cash Collateral shall be placed:
---	---
(i)	at any time, on and from the date of this Agreement and until the Lender notifies the Borrowers otherwise, in a Cash Collateral Account which is a time deposit and which shall bear interest at a rate equal to the Term SOFR Reference Rate; or
---	---
(ii)	following the Lender’s confirmation that such option is available, in a Cash Collateral Account that shall bear no interest.
---	---
(c)	The Cash Collateral (or any part thereof) may not be withdrawn from a Cash Collateral Account other than at the Borrowers’ request on the last day of an Interest Period provided always that:
---	---
(i)	no Event of Default has occurred which is continuing or would occur as a result of any such withdrawal;
---	---
(ii)	the Borrowers shall have given the Lender notice not later than two Business Days before the beginning of the following Interest Period, of their intention to withdraw in whole or in part the relevant Cash Collateral; and
---	---
(iii)	after such withdrawal, the aggregate amount of the Cash Collateral shall comply with the provisions of paragraphs (a) and (b) above.
---	---
8.6	Hedging
---	---
(a)	The Borrowers shall enter into and shall after that date maintain Hedging Agreements in accordance with this Clause 8.6 (Hedging).
---	---

​ 37

​

(b)	The aggregate notional amount of the transactions in respect of the Hedging Agreement shall be at least 100 per cent. of the aggregate amount of the Loan.
(c)	Each Hedging Agreement shall:
---	---
(i)	be with the Lender;
---	---
(ii)	be for a term ending not later than the last Termination Date;
---	---
(iii)	have settlement dates coinciding with the Interest Payment Dates;
---	---
(iv)	be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Lender; and
---	---
(v)	provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be $.
---	---
(d)	The rights of each Borrower under the Hedging Agreement shall be charged by way of security under a Hedging Agreement Security.
---	---
(e)	If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreement exceeds or, as a result of any repayment or prepayment under this Agreement will exceed the Loan at that time, the Borrowers must, at the request of the Lender, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Lender so that it no longer exceeds or will not exceed the Loan then or that will be outstanding.
---	---
9	Interest Periods
---	---
9.1	Selection of Interest Periods
---	---
(a)	The Borrowers may select the Interest Period for the Loan in the Utilisation Request for the first Advance. Subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), the Borrowers may select each subsequent Interest Period in respect of the Loan in a Selection Notice.
---	---
(b)	Each Selection Notice is irrevocable and must be delivered to the Lender by the Borrowers not later than the Specified Time.
---	---
(c)	If the Borrowers fail to select an Interest Period in the first Utilisation Request or fail to deliver a Selection Notice to the Lender in accordance with paragraphs (a) and (b) above, the relevant Interest Period will, subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), be three Months.
---	---
(d)	Subject to this Clause 9 (Interest Periods), the Borrowers may select an Interest Period of one Month, three Months or any other period agreed between the Borrowers and the Lender.
---	---
(e)	An Interest Period in respect of the Loan or any part of the Loan shall not extend beyond the final Termination Date.
---	---
(f)	In respect of a Repayment Instalment, the Borrowers may request in the relevant Selection Notice that an Interest Period for a part of the Loan equal to such Repayment Instalment shall
---	---

​ 38

​ end on the Repayment Date relating to it and, subject to paragraph (d) above, select a longer Interest Period for the remaining part of the Loan.

(g)	The first Interest Period for the Loan shall start on the first Utilisation Date and, subject to paragraph (h) below, each subsequent Interest Period shall start on the last day of the preceding Interest Period.
(h)	Except for the purposes of paragraph (f) above and Clause 9.2 (Changes to Interest Periods), the Loan shall have one Interest Period only at any time.
---	---
9.2	Changes to Interest Periods
---	---
(a)	In respect of a Repayment Instalment, prior to determining the interest rate for the Loan, the Lender may establish an Interest Period for a part of the Loan equal to such Repayment Instalment to end on the Repayment Date relating to it and the remaining part of the Loan shall have the Interest Period selected in the relevant Selection Notice, subject to paragraph (d) of Clause 9.1 (Selection of Interest Periods).
---	---
(b)	If the Lender makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods), it shall promptly notify the Borrowers.
---	---
9.3	Non-Business Days
---	---

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10	Changes to the Calculation of Interest
10.1	Unavailability of Term SOFR
---	---
(a)	Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Term SOFR Reference Rate shall be the Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.
---	---
(b)	Historic Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Term SOFR the applicable Term SOFR Reference Rate shall be the Historic Term SOFR for the Loan or that part of the Loan.
---	---
(c)	Interpolated Historic Term SOFR: If paragraph (b) above applies but no Historic Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Term SOFR Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.
---	---
(d)	Cost of funds: If paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, there shall be no Term SOFR Reference Rate for the Loan or that part of the Loan (as applicable) and Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.
---	---
10.2	Market disruption
---	---

If on the Quotation Day for the relevant Interest Period the Lender notifies the Borrowers that its cost of funds relating to the Loan or that part of the Loan would be in excess of the Market

​ 39

​ Disruption Rate then Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

10.3	Cost of funds
(a)	If this Clause 10.3 (Cost of funds) applies, the rate of interest on the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:
---	---
(i)	the Margin; and
---	---
(ii)	the rate notified to the Borrowers by the Lender as soon as practicable and in any event within five Business Days before the date on which interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum its cost of funds relating to the Loan or that part of the Loan.
---	---
(b)	If this Clause 10.3 (Cost of funds) applies and the Lender or the Borrowers so require, the Lender and the Borrowers 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 or (as the case may be) an alternative basis for funding.
---	---
(c)	Subject to Clause 41.1 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of the Lender and the Borrowers, be binding on all Parties.
---	---
(d)	If paragraph (f) below does not apply and any rate notified to the Borrowers under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.
---	---
(e)	If this Clause 10.3 (Cost of funds) applies pursuant to Clause ‎10.2 (Market disruption) and the Funding Rate is less than the Market Disruption Rate, the Lender’s cost of funds relating to the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate.
---	---
(f)	If this Clause 10.3 (Cost of funds) applies, the Lender shall, as soon as practicable, notify the Borrowers.
---	---
10.4	Break Costs
---	---

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

11	Fees
11.1	Commitment fee
---	---
(a)	The Borrowers shall pay to the Lender a fee computed at the rate of 0.20 per cent. per annum on Advance B from time to time during the period commencing on the date of this Agreement and ending on the Utilisation Date of Advance B.
---	---

​ 40

​

(b)	The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period of Advance B, on the earlier of (i) the last day of the Availability Period in respect of Advance B and (ii) the Utilisation Date of Advance B and, if cancelled, on the cancelled amount of the Available Facility at the time the cancellation is effective.
11.2	Arrangement fee
---	---

The Borrowers shall pay to the Lender, on the first Utilisation Date, a non-refundable arrangement fee in an amount equal to 0.65 per cent. of the Commitment as at the date of this Agreement.

​ 41

​ Section 6

Additional Payment Obligations

12	Tax Gross Up and Indemnities
12.1	Definitions
---	---
(a)	In this Agreement:
---	---

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to the Lender under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

(b)	Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.
(c)	This Clause 12 (Tax Gross Up and Indemnities) shall not apply to any Hedging Agreement.
---	---
12.2	Tax gross-up
---	---
(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
---	---
(b)	The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrowers and that Obligor on becoming so aware in respect of a payment payable to the Lender.
---	---
(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
---	---
(d)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
---	---
(e)	Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor 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.
---	---
12.3	Tax indemnity
---	---
(a)	The Obligors shall (within three 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
---	---

​ 42

​ (directly or indirectly) suffered for or on account of Tax by the Lender in respect of a Finance Document.

(b)	Paragraph (a) above shall not apply:
(i)	with respect to any Tax assessed on the Lender:
---	---
(A)	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
---	---
(B)	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,
---	---

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender; or

(ii)	to the extent a loss, liability or cost:
(A)	is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or
---	---
(B)	relates to a FATCA Deduction required to be made by a Party.
---	---
(c)	The Lender shall, if making, or intending to make, a claim under paragraph (a) above promptly notify the Obligors of the event which will give, or has given, rise to the claim.
---	---
12.4	Tax Credit
---	---

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

(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and
(b)	the Lender has obtained and utilised that Tax Credit,
---	---

the Lender shall pay an amount to the Obligor which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

12.5	Stamp taxes

The Obligors shall pay and, within three Business Days of demand, indemnify the Lender against any cost, loss or liability which the Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6	VAT
(a)	All amounts expressed to be payable under a Finance Document by any Party to the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by the Lender to any Party under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, that
---	---

​ 43

​ Party must pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and the Lender must promptly provide an appropriate VAT invoice to that Party).

(b)	Where a Finance Document requires any Party to reimburse or indemnify the Lender for any cost or expense, that Party shall reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that the Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(c)	Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).
---	---
(d)	In relation to any supply made by the Lender to any Party under a Finance Document, if requested by the Lender, that Party must promptly provide the Lender with details of that Party’s VAT registration and such other information as is requested in connection with the Lender’s VAT reporting requirements in relation to such supply.
---	---
12.7	FATCA Information
---	---
(a)	Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:
---	---
(i)	confirm to that other Party whether it is:
---	---
(A)	a FATCA Exempt Party; or
---	---
(B)	not a FATCA Exempt Party; and
---	---
(ii)	supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and
---	---
(iii)	supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation or exchange of information regime.
---	---
(b)	If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
---	---
(c)	Paragraph (a) above shall not oblige the Lender to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:
---	---

​ 44

​

(i)	any law or regulation;
(ii)	any fiduciary duty; or
---	---
(iii)	any duty of confidentiality.
---	---
(d)	If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (iii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.
---	---
12.8	FATCA Deduction
---	---
(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
---	---
(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.
---	---
13	Increased Costs
---	---
13.1	Increased costs
---	---
(a)	Subject to Clause 13.3 (Exceptions), the Borrowers shall, within three Business Days of a demand by the Lender, pay for the account of the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of:
---	---
(i)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
---	---
(ii)	compliance with any law or regulation made,
---	---

in each case after the date of this Agreement; or

(iii)	the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.
(b)	In this Agreement:
---	---
(i)	“Basel III” means:
---	---
(A)	the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
---	---

​ 45

​

(B)	the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(C)	any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.
---	---
(ii)	“CRD IV” means:
---	---
(A)	Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as amended by, amongst others, Regulation (EU) 2019/876;
---	---
(B)	Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended by, amongst others, Directive (EU) 2019/878; and
---	---
(C)	any other law or regulation which implements Basel III.
---	---
(iii)	“Increased Costs” means:
---	---
(A)	a reduction in the rate of return from the Facility or on the Lender’s (or its Affiliate’s) overall capital;
---	---
(B)	an additional or increased cost; or
---	---
(C)	a reduction of any amount due and payable under any Finance Document,
---	---

which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the Lender having entered into the Commitment or funding or performing its obligations under any Finance Document.

13.2	Increased cost claims

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

13.3	Exceptions

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

(a)	attributable to a Tax Deduction required by law to be made by an Obligor;
(b)	attributable to a FATCA Deduction required to be made by a Party;
---	---
(c)	compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);
---	---

​ 46

​

(d)	compensated for by any payment made pursuant to Clause 14.3 (Mandatory Cost); or
(e)	attributable to the wilful breach by the Lender or its Affiliates of any law or regulation.
---	---
14	Other Indemnities
---	---
14.1	Currency indemnity
---	---
(a)	If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:
---	---
(i)	making or filing a claim or proof against that Obligor; or
---	---
(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
---	---

that Obligor shall, as an independent obligation, on demand, indemnify the Lender against any documented cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)	Each Obligor 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.
(c)	This Clause 14.1 (Currency indemnity) does not apply to any sum due to the Lender under any Hedging Agreement.
---	---
14.2	Other indemnities
---	---
(a)	Each Obligor shall, on demand, indemnify the Lender and any Receiver and Delegate against:
---	---
(i)	any cost, loss or liability incurred by it as a result of:
---	---
(A)	the occurrence of any Event of Default;
---	---
(B)	a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date;
---	---
(C)	funding, or making arrangements to fund, an Advance requested by the Borrowers 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);
---	---
(D)	the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrowers; or
---	---
(E)	investigating any event which it reasonably believes is a Default; and
---	---
(ii)	any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Lender (otherwise than by reason of
---	---

​ 47

​ the Lender’s gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 30.8 (Disruption to Payment Systems etc.) notwithstanding the Lender’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Lender in acting as Lender under the Finance Documents.

(b)	Each Obligor shall, on demand, indemnify the Lender, each Affiliate of the Lender and any Receiver and Delegate and each officer or employee of the Lender or its Affiliate or any Receiver or Delegate (as applicable) (each such person for the purposes of this Clause 14.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) 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, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.
(c)	No Party other than the Lender or the Receiver or Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Lender or the Receiver or Delegate (as applicable) in respect of any claim it might have against the Lender or the Receiver or Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property.
---	---
(d)	Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:
---	---
(i)	arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or
---	---
(ii)	in connection with any Environmental Claim.; and
---	---
(e)	Each Obligor shall, on demand, indemnify the Lender and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
---	---
(i)	in relation to or as a result of:
---	---
(A)	any failure by a Borrower to comply with its obligations under Clause 16 (Costs and Expenses);
---	---
(B)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
---	---
(C)	the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
---	---
(D)	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;
---	---

​ 48

​

(E)	any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F)	any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
---	---
(G)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents;
---	---
(ii)	which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the Lender’s or Receiver’s or Delegate’s gross negligence or wilful misconduct).
---	---
14.3	Mandatory Cost
---	---

Each Borrower shall, on demand by the Lender, pay to the Lender, such amount which the Lender certifies in a notice to the Borrowers to be its good faith determination of the amount necessary to compensate it for complying with:

(a)	if the Lender is lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank (or any other authority or agency which replaces all or any of its functions) in respect of loans made from that Facility Office; and
(b)	if the Lender is lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions),
---	---

which, in each case, is referable to the Loan.

15	Mitigation by the Lender
15.1	Mitigation
---	---
(a)	The Lender shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities), Clause 13 (Increased Costs) or paragraph (a) of Clause 14.3 (Mandatory Cost) including (but not limited to) assigning its rights under the Finance Documents to another Affiliate or Facility Office.
---	---
(b)	Paragraph (a) above does not in any way limit the obligations of any Transaction Obligor under the Finance Documents.
---	---
15.2	Limitation of liability
---	---
(a)	Each Obligor shall, on demand, indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 15.1 (Mitigation).
---	---
(b)	The Lender is not obliged to take any steps under Clause 15.1 (Mitigation) if either:
---	---

​ 49

​

(i)	a Default has occurred and is continuing; or
(ii)	in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.
---	---
16	Costs and Expenses
---	---
16.1	Transaction expenses
---	---

The Obligors shall, on demand, pay the Lender the amount of all documented costs and expenses (including legal fees) reasonably incurred by it in connection with the negotiation, preparation, printing, execution and perfection of:

(a)	this Agreement and any other documents referred to in this Agreement or in a Security Document; and
(b)	any other Finance Documents executed after the date of this Agreement.
---	---
16.2	Amendment costs
---	---

If:

(a)	a Transaction Obligor requests an amendment, waiver or consent; or
(b)	an amendment is required either pursuant to Clause 30.6 (Change of currency) or as contemplated in Clause 41.1 (Changes to reference rate); or
---	---
(c)	a Transaction Obligor requests, and the Lender agrees to, the release of all or any part of the Security Assets from the Transaction Security,
---	---

the Obligors shall, on demand, reimburse the Lender for the amount of all documented costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

16.3	Enforcement and preservation costs

The Obligors shall, on demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against the Lender as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

​ 50

​ Section 7

Guarantees and joint and several liability of Borrowers

17	Guarantee and Indemnity – Parent Guarantor
17.1	Guarantee and indemnity
---	---

The Parent Guarantor irrevocably and unconditionally:

(a)	guarantees to the Lender punctual performance by each Transaction Obligor other than the Parent Guarantor of all such other Transaction Obligor’s obligations, under the Finance Documents;
(b)	undertakes with the Lender that whenever a Transaction Obligor (other than the Parent Guarantor) does not pay any amount when due under or in connection with any Finance Document, the Parent Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and
---	---
(c)	agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of a Transaction Obligor (other than the Parent Guarantor) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity – Parent Guarantor) if the amount claimed had been recoverable on the basis of a guarantee.
---	---
17.2	Continuing guarantee
---	---

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

17.3	Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Parent Guarantor under this Clause 17 (Guarantee and Indemnity – Parent Guarantor) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4	Waiver of defences

The obligations of the Parent Guarantor under this Clause 17 (Guarantee and Indemnity – Parent Guarantor) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee and Indemnity – Parent Guarantor) or in respect of any Transaction Security (without limitation and whether or not known to it or the Lender) including:

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​

(a)	any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;
(b)	the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
---	---
(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
---	---
(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;
---	---
(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
---	---
(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
---	---
(g)	any insolvency or similar proceedings.
---	---
17.5	Immediate recourse
---	---

The Parent Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 17 (Guarantee and Indemnity – Parent Guarantor). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6	Appropriations

Until all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may:

(a)	refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Parent Guarantor shall not be entitled to the benefit of the same; and
(b)	hold in an interest-bearing suspense account any moneys received from the Parent Guarantor or on account of the Parent Guarantor’s liability under this Clause 17 (Guarantee and Indemnity – Parent Guarantor).
---	---

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​

17.7	Deferral of Parent Guarantor’s rights

All rights which the Parent Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Lender under the Finance Documents and until the end of the Security Period and unless the Lender otherwise directs, the Parent Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 (Guarantee and Indemnity – Parent Guarantor):

(a)	to be indemnified by a Transaction Obligor;
(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor’s obligations under the Finance Documents;
---	---
(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Lender;
---	---
(d)	to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Parent Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity);
---	---
(e)	to exercise any right of set-off against any Transaction Obligor; and/or
---	---
(f)	to claim or prove as a creditor of any Transaction Obligor in competition with the Lender.
---	---

If the Parent Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Clause 30 (Payment Mechanics).

17.8	Additional security

This guarantee and any other Security given by the Parent Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by the Lender or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

17.9	Applicability of provisions of Guarantee to other Security

Clauses 17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver of defences), 17.5 (Immediate recourse), 17.6 (Appropriations), 17.7 (Deferral of Parent Guarantor’s rights) and 17.8 (Additional security) shall apply, with any necessary modifications, to any Security which the Parent Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

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18	Joint and Several Liability of the Borrowers
18.1	Joint and several liability
---	---

All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.

18.2	Waiver of defences

The liabilities and obligations of a Borrower shall not be impaired by:

(a)	this Agreement being or later becoming void, unenforceable or illegal as regards any other Borrower;
(b)	the Lender entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower;
---	---
(c)	the Lender releasing any other Borrower or any Security created by a Finance Document;
---	---
(d)	any time, waiver or consent granted to, or composition with any other Borrower or other person;
---	---
(e)	the release of any other Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
---	---
(f)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
---	---
(g)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Borrower or any other person;
---	---
(h)	any amendment, novation, supplement, extension, restatement (however fundamental, and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
---	---
(i)	any unenforceability, illegality or invalidity of any obligation or any person under any Finance Document or any other document or security; or
---	---
(j)	any insolvency or similar proceedings.
---	---
18.3	Principal Debtor
---	---

Each Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and the Finance Documents and no Borrower shall, in any circumstances, be construed to be a surety for the obligations of any other Borrower under this Agreement.

18.4	Borrower restrictions
(a)	Subject to paragraph (b) below, during the Security Period no Borrower shall:
---	---

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(i)	claim any amount which may be due to it from any other Borrower whether in respect of a payment made under, or matter arising out of, this Agreement or any Finance Document, or any matter unconnected with this Agreement or any Finance Document;
(ii)	take or enforce any form of security from any other Borrower for such an amount, or in any way seek to have recourse in respect of such an amount against any asset of any other Borrower;
---	---
(iii)	set off such an amount against any sum due from it to any other Borrower;
---	---
(iv)	prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving any other Borrower; or
---	---
(v)	exercise or assert any combination of the foregoing.
---	---
(b)	If during the Security Period, the Lender, by notice to a Borrower, requires it to take any action referred to in paragraph (a) above in relation to any other Borrower, that Borrower shall take that action as soon as practicable after receiving the Lender’s notice.
---	---
18.5	Deferral of Borrowers’ rights
---	---

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Lender otherwise directs, no Borrower will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a)	to be indemnified by any other Borrower; or
(b)	to claim any contribution from any other Borrower in relation to any payment made by it under the Finance Documents.
---	---

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​ Section 8

Representations, Undertakings and Events of Default

19	Representations
19.1	General
---	---

Each Obligor makes the representations and warranties set out in this Clause 19 (Representations) to the Lender on the date of this Agreement.

19.2	Status
(a)	Each Obligor is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.
---	---
(b)	It and each Transaction Obligor has the power to own its assets and carry on its business as it is being conducted.
---	---
19.3	Share capital and ownership
---	---
(a)	Each Borrower is authorised to issue 500 registered and/or bearer shares of no par value common stock, all of which shares have been issued and are fully paid and non-assessable.
---	---
(b)	The legal title to and beneficial interest in the shares in each Borrower is held by the Parent Guarantor free of any Security (other than Permitted Security) or any other claim.
---	---
(c)	None of the shares in any Borrower is subject to any option to purchase, pre-emption rights or similar rights.
---	---
(d)	The aggregate number of shares of stock that the Parent Guarantor is authorised to issue 600,000,000 registered shares of capital stock with a par value of $0.001 each, of which (i) 500,000,000 registered shares of common stock, each with a par value US$0.001 per share (the “Common Shares”) and (ii) 100,000,000 registered shares of preferred stock, each with a par value of US$0.001, of which 32,890,000 Common Shares have been issued.
---	---
(e)	The Approved Commercial Manager is authorised to issue 500 registered and/or bearer shares of no par value common stock, all of which shares have been issued in registered form fully paid.
---	---
(f)	The legal title to and beneficial interest in the shares in the Approved Commercial Manager is held by the Parent Guarantor.
---	---
(g)	The Approved Technical Manager is authorised to issue 600 registered shares of no par value common stock, all of which shares have been issued in registered form fully paid.
---	---
(h)	The legal title to and beneficial interest in the shares in the Approved Technical Manager is held by the members of the Nominated Family.
---	---
19.4	Binding obligations
---	---

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

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​

19.5	Validity, effectiveness and ranking of Security
(a)	Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.
---	---
(b)	No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.
---	---
(c)	The Transaction Security granted by it to the Lender has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking Security.
---	---
(d)	No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.
---	---
19.6	Non-conflict with other obligations
---	---

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

(a)	any law or regulation applicable to it;
(b)	the constitutional documents of any member of the Group; or
---	---
(c)	any agreement or instrument binding upon it or any member of the Group or any member of the Group’s assets or constitute a default or termination event (however described) under any such agreement or instrument.
---	---
19.7	Power and authority
---	---

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:

(a)	its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents:
(i)	in the case of Borrower A, its registration of Ship A under its Approved Flag; and
---	---
(ii)	in the case of Borrower B, its registration of Ship B under its Approved Flag.
---	---
(b)	No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.
---	---
19.8	Validity and admissibility in evidence
---	---

All Authorisations required or desirable:

(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

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​

(b)	to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect.

19.9	Governing law and enforcement
(a)	The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.
---	---
(b)	Any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.
---	---
19.10	Insolvency
---	---

No:

(a)	corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 27.8 (Insolvency proceedings); or
(b)	creditors’ process described in Clause 27.9 (Creditors’ process),
---	---

has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 27.7 (Insolvency) applies to a member of the Group.

19.11	No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Transaction Document which is referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) and which will be made or paid promptly after the date of the relevant Finance Document.

19.12	Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

19.13	No default
(a)	No Event of Default and, on the date of this Agreement and on each Utilisation Date, no Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.
---	---
(b)	No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or
---	---

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​ any of its Subsidiaries or to which its (or any of its Subsidiaries) assets are subject which might have a Material Adverse Effect.

19.14	No misleading information
(a)	Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
---	---
(b)	The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
---	---
(c)	Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.
---	---
19.15	Financial Statements
---	---
(a)	Its Original Financial Statements were prepared in accordance with IFRS consistently applied.
---	---
(b)	Its Original Financial Statements fairly present its financial condition as at the end of the relevant financial year and its results of operations during the relevant financial year (consolidated in the case of the Parent Guarantor).
---	---
(c)	There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent Guarantor) since 31 December 2024 .
---	---
(d)	Its most recent financial statements delivered pursuant to Clause 20.2 (Financial statements):
---	---
(i)	have been prepared in accordance with Clause 20.4 (Requirements as to financial statements); and
---	---
(ii)	give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of the Parent Guarantor).
---	---
(e)	Since the date of the most recent financial statements delivered pursuant to Clause 20.2 (Financial statements) there has been no material adverse change in its or any Transaction Obligor’s business, assets or financial condition.
---	---
19.16	Pari passu ranking
---	---

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

19.17	No proceedings pending or threatened
(a)	No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its
---	---

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​ knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any other Transaction Obligor or any member of the Group.

(b)	No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it or any other Transaction Obligor or any member of the Group.
19.18	Validity and completeness of each Deed of Release and each MOA
---	---
(a)	Each Deed of Release and each MOA constitutes legal, valid, binding and enforceable obligations of the Lessor.
---	---
(b)	The copies of each Deed of Release and each MOA delivered on the Delivery Date of each Ship accordingly are true and complete copies.
---	---
(c)	No amendments or additions to each Deed of Release and each MOA have been agreed nor have any rights under each Deed of Release and each MOA been waived.
---	---
19.19	No rebates etc.
---	---

There is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to any Borrower or any other member of the Group, a Lessor or a third party (except any sale and purchase brokers) in connection with the purchase by a Borrower of a Ship, other than as disclosed to the Lender in writing on or before the date of this Agreement.

19.20	Valuations
(a)	All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Lender in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.
---	---
(b)	It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.
---	---
(c)	There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.
---	---
19.21	No breach of laws
---	---

It has not (and no other member of the Group has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

19.22	No Charter

No Ship is subject to any Charter other than a Permitted Charter.

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​

19.23	Compliance with Environmental Laws

All Environmental Laws relating to the ownership, operation and management of each Ship and the business of each member of the Group (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

19.24	No Environmental Claim

No Environmental Claim has been made or threatened against any member of the Group or any Ship which might be expected to have a Material Adverse Effect.

19.25	No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

19.26	ISM and ISPS Code compliance

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

19.27	Taxes paid
(a)	It is not and no other member of the Group is materially overdue in the filing of any Tax returns and it is not (and no other member of the Group is) overdue in the payment of any amount in respect of Tax.
---	---
(b)	No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any other member of the Group) with respect to Taxes.
---	---
19.28	Financial Indebtedness
---	---

No Obligor has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

19.29	Overseas companies

No Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Lender sufficient details to enable an accurate search against it to be undertaken by the Lender at the Companies Registry.

19.30	Good title to assets

It and each other member of the Group has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

19.31	Ownership
(a)	With effect on and from the Delivery Date of Ship A, Borrower A is the sole legal and beneficial owner of Ship A, its Earnings and its Insurances.
---	---

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(b)	With effect on and from the Delivery Date of Ship B, Borrower B is the sole legal and beneficial owner of Ship B, its Earnings and its Insurances.
(c)	With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Transaction Obligor.
---	---
(d)	The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrowers on creation or enforcement of the security conferred by the Security Documents.
---	---
19.32	Centre of main interests and establishments
---	---

For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast)(the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in the Hellenic Republic and it has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

19.33	Place of business

No Transaction Obligor has a place of business in any country other than Greece and its head office functions are carried out at Ethnarchou Makariou Ave., & 2 D., Falireos Street, 185 47 New Faliro, Piraeus, Greece.

19.34	No employee or pension arrangements

No Transaction Obligor has any employees or any liabilities under any pension scheme.

19.35	Sanctions
(a)	No Transaction Obligor, and none of its Subsidiaries and none of their respective directors, officers or employees or, to the best of the knowledge of each such Transaction Obligor, its agents:
---	---
(i)	is a Prohibited Person or is otherwise owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
---	---
(ii)	owns or controls or is an Affiliate of a Prohibited Person;
---	---
(iii)	is in breach of applicable Sanctions; or
---	---
(iv)	has received notice of or is aware of any claim, action, suit, proceedings or investigation against it with respect to Sanctions.
---	---
(b)	Each Transaction Obligor, its Subsidiaries and their respective directors, officers and employees and, to the best of the knowledge of each such Transaction Obligor its agents, are in compliance with applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in such Transaction Obligor being designated as a Prohibited Person.
---	---
(c)	None of the Ships is a Sanctioned Ship.
---	---

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​

19.36	US Tax Obligor

No Transaction Obligor is a US Tax Obligor.

19.37	Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws
(a)	Each Obligor and every other member of the Group has conducted its businesses in compliance with any Anti Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws applicable to it, and has instituted and maintains as at the date of this Agreement adequate policies and procedures, designed to promote and achieve compliance with such laws.
---	---
(b)	Neither any member of the Group, nor any agent, director, employee or officer of any member of the Group has, to the best of its knowledge and belief (having made due and careful enquiry), made or received, or directed or authorised any other person to make or receive, any offer, payment or promise to pay, of any money, gift or other thing of value, directly or indirectly, to or for the use or benefit of any person, where this violates or would violate, or creates or would create liability for it or any other person under, any Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.
---	---
(c)	Neither any Obligor nor any member of the Group, nor any agent, director, employee or officer of any Obligor or member of the Group is, to the best of its knowledge and belief (having made due and careful enquiry), being investigated by any agency, or party to any proceedings, in each case in relation to any Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.
---	---
(d)	Each Obligor further represents and warrants that no funds or other consideration that each such Obligor or any member of the Group contributes in connection with any transaction under this Agreement will have been derived from or related to any activity that is deemed criminal under Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.
---	---
19.38	Repetition
---	---

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request, on each Utilisation Date and the first day of each Interest Period.

20	Information Undertakings
20.1	General
---	---

The undertakings in this Clause 20 (Information Undertakings) remain in force throughout the Security Period unless the Lender otherwise permits.

20.2	Financial statements

The Borrowers shall supply to the Lender:

(a)	as soon as they become available, but in any event within 180 days after the end of each of their respective financial years:

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(i)	their respective unaudited financial statements for that financial year; and
(ii)	the audited consolidated financial statements of the Parent Guarantor for that financial year; and
---	---
(b)	as soon as the same become available, but in any event within 90 days after the end of each quarter of the financial year of the Parent Guarantor the consolidated unaudited financial statements of the Parent Guarantor for that financial quarter (commencing with the financial statements for the 3-month period, ending on 31 August 2025).
---	---
20.3	Compliance Certificate
---	---
(a)	The Parent Guarantor shall supply to the Lender, with each set of financial statements delivered pursuant to Clause 20.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial Covenants) as at the date as at which those financial statements were drawn up.
---	---
(b)	Each Compliance Certificate shall be signed by either the Chief Financial Officer or the Treasurer of the Parent Guarantor.
---	---
20.4	Requirements as to financial statements
---	---
(a)	Each set of financial statements delivered by an Obligor pursuant to Clause 20.2 (Financial statements) shall be certified by an officer of the relevant company as fairly presenting (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up.
---	---
(b)	The Obligors shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.2 (Financial statements) is prepared using IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in IFRS, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Lender:
---	---
(i)	a description of any change necessary for those financial statements to reflect the IFRS, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and
---	---
(ii)	sufficient information, in form and substance as may be required by the Lender, to enable the Lender to determine whether Clause 21 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.
---	---

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

20.5	DAC6
(a)	In this Clause 20.5 (DAC6), “DAC6” means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any replacement legislation applicable in the United Kingdom.
---	---

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(b)	The Borrowers shall supply to the Lender:
(i)	promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Transaction Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6 or is required to be disclosed pursuant to The International Tax Enforcement (Disclosable Arrangements) Regulations 2023; and
---	---
(ii)	promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 or under The International Tax Enforcement (Disclosable Arrangements) Regulations 2023 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available).
---	---
20.6	Information: miscellaneous
---	---

Each Obligor shall and shall procure that each other Transaction Obligor shall supply to the Lender:

(a)	all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;
(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current threatened or pending against any member of the Group (including pursuant to any applicable Sanctions), and which might, if adversely determined, have a Material Adverse Effect;
---	---
(c)	promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member of the Group and which might have a Material Adverse Effect;
---	---
(d)	promptly, its constitutional documents where these have been amended or varied;
---	---
(e)	promptly, such further information and/or documents regarding:
---	---
(i)	each Ship, goods transported on each Ship, its Earnings and its Insurances;
---	---
(ii)	the Security Assets;
---	---
(iii)	compliance of the Transaction Obligors with the terms of the Finance Documents; and
---	---
(iv)	the financial condition, business and operations of any member of the Group,
---	---

as the Lender may reasonably request; and

(f)	promptly, such further information and/or documents as the Lender may reasonably request so as to enable the Lender to comply with any laws applicable to it or as may be required by any regulatory authority.

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20.7	Notification of Default
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor shall, notify the Lender of any Default (and the steps, if any, being taken to remedy it) (i) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor) and (ii) promptly upon becoming aware of the same, of any breach of any Sanctions applicable to any Ship, any Transaction Obligor or any other party to any agreement relating to any Ship.
---	---
(b)	Promptly upon a request by the Lender, each Borrower shall supply to the Lender a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).
---	---
20.8	“Know your customer” checks
---	---
(a)	If:
---	---
(i)	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;
---	---
(ii)	any change in the status of a Transaction Obligor (or the Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor or the Holding Company of a Transaction Obligor) after the date of this Agreement; or
---	---
(iii)	a proposed assignment by the Lender of any of its rights and obligations under this Agreement,
---	---

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

21	Financial Covenants
21.1	Minimum Liquidity
---	---

Each Borrower shall maintain in its Earnings Accounts, from the Utilisation Date in respect of the Ship to be owned by it and at all times thereafter during the Security Period, credit balances in an aggregate amount of not less than $500,000 per Ship (the “Minimum Liquidity”) which shall be blocked therein and pledged in favour of the Lender pursuant to the relevant Account Security.

21.2	Parent Guarantor’s financial covenants
(a)	The Parent Guarantor shall ensure that at all times that:
---	---

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(i)	it shall maintain unencumbered Cash and Cash Equivalents in an amount of not less than $10,000,000; and
(ii)	the Consolidated Leverage Ratio shall not exceed 80 per cent.
---	---
(b)	The financial covenants set out in this Clause 21.2 (Parent Guarantor’s financial covenants) shall be tested semi-annually and the Parent Guarantor shall deliver to the Lender a duly completed Compliance Certificate signed by either the chief financial officer or the treasurer of the Parent Guarantor confirming compliance with the financial covenant ratios set out in this Clause 21.2 (Parent Guarantor’s financial covenants).
---	---
(c)	In this Clause 21.2 (Parent Guarantor’s financial covenants):
---	---

“Cash and Cash Equivalents” means, at any date, the aggregate amount of cash and cash equivalents which would be shown as “Cash and Cash Equivalents” under the heading “ASSETS” in the balance sheet of the most recent Financial Statements delivered by the Parent Guarantor pursuant to Clause 20.2 (Financial Statements).

“Consolidated Leverage Ratio” means, at any date, the ratio (expressed as a percentage) of:

(i)	Total Liabilities minus unencumbered Cash and Cash Equivalents; and
(ii)	the Market Value Adjusted Total Assets.
---	---

“Market Value Adjusted Total Assets” means at any relevant time, the total assets as shown in the latest relevant financial statements of the Parent Guarantor delivered in accordance with Clause 20.2 (Financial statements) adjusted to reflect the Market Value of the Ships.

“Tangible Net Worth” means, at any date of determination under this Agreement, the difference at such time between the Market Value Adjusted Total Assets minus the Total Liabilities.

“Total Liabilities” means at any relevant time, the aggregate of total non-current liabilities and total current liabilities (including financial leases) of the Parent Guarantor on a consolidated basis as at that date or for that period as shown in the most recent Financial Statements delivered by the Parent Guarantor pursuant to Clause 20.2 (Financial Statements).

22	General Undertakings
22.1	General
---	---

The undertakings in this Clause 22 (General Undertakings) remain in force throughout the Security Period except as the Lender may otherwise permit (such permission not to be unreasonably withheld).

22.2	Authorisations

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and
(b)	supply certified copies to the Lender of,
---	---

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​ any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of each Ship to enable it to:

(i)	perform its obligations under the Transaction Documents to which it is a party;
(ii)	ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction or in the state of the Approved Flag at any time of each Ship, of any Transaction Document to which it is a party; and
---	---
(iii)	own and operate each Ship (in the case of the Borrowers).
---	---
22.3	Compliance with laws
---	---

Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations to which it may be subject.

22.4	Environmental compliance

Each Obligor shall, and shall procure that each other Transaction Obligor will, and the Parent Guarantor shall ensure that each other member of the Group will:

(a)	comply with all Environmental Laws;
(b)	obtain, maintain and ensure compliance with all requisite Environmental Approvals;
---	---
(c)	implement procedures to monitor compliance with and to prevent liability under any Environmental Law,
---	---

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

22.5	Environmental Claims

Each Obligor shall, and shall procure that each other Transaction Obligor will, (through the Parent Guarantor) promptly upon becoming aware of the same, inform the Lender in writing of:

(a)	any Environmental Claim against any member of the Group which is current, pending or threatened; and
(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,
---	---

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

22.6	Taxation
(a)	Each Obligor shall, and the Parent Guarantor shall ensure that each other member of the Group will, 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:
---	---
(i)	such payment is being contested in good faith;
---	---

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(ii)	adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Lender under Clause 20.2 (Financial statements); and
(iii)	such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.
---	---
(b)	No Obligor shall and the Obligors shall procure that no other Transaction Obligor will, change its residence for Tax purposes.
---	---
22.7	Overseas companies
---	---

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Lender if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Lender regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

22.8	No change to centre of main interests

No Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 19.32 (Centre of main interests and establishments) and it will create no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

22.9	Pari passu ranking

Each Obligor shall, and shall procure that each other Transaction Obligor will, ensure that at all times any unsecured and unsubordinated claims of the Lender against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

22.10	Title
(a)	From the Delivery Date of Ship A, Borrower A shall hold the legal title to, and own the entire beneficial interest in Ship A, its Earnings and its Insurances.
---	---
(b)	From the Delivery Date of Ship B, Borrower B shall hold the legal title to, and own the entire beneficial interest in Ship B, its Earnings and its Insurances.
---	---
(c)	With effect on and from its creation or intended creation, each Obligor shall hold the legal title to, and own the entire beneficial interest in any other assets the subject of any Transaction Security created or intended to be created by such Obligor.
---	---
22.11	Negative pledge
---	---
(a)	No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, create or permit to subsist any Security over any of its assets which are, in the case of members of the Group other than the Borrowers, the subject of the Security created or intended to be created by the Finance Documents.
---	---

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(b)	No Obligor shall:
(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor or any other member of the Group;
---	---
(ii)	sell, transfer or otherwise dispose of any of its receivables on recourse terms;
---	---
(iii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
---	---
(iv)	enter into any other preferential arrangement having a similar effect,
---	---

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)	Paragraphs (a) and (b) above do not apply to any Permitted Security.
22.12	Disposals
---	---
(a)	No Borrower shall, and the Obligors shall procure that no other Transaction Obligor (except the Parent Guarantor) will, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation any Ship, its Earnings or its Insurances), unless in relation to the sale of a Ship by a Borrower Clauses 7.4 (Mandatory prepayment on sale or Total Loss) and 25.1 (Minimum required security cover) are complied with.
---	---
(b)	The Parent Guarantor shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of substantially all of its assets unless such transaction or series of transactions do not adversely affect the Parent Guarantor’s ability to perform its obligations under the Finance Documents.
---	---
(c)	Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 24.17 (Restrictions on chartering, appointment of managers etc.).
---	---
22.13	Merger
---	---

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

22.14	Change of business
(a)	The Parent Guarantor shall procure that no substantial change is made to the general nature of the business of the Parent Guarantor or the Group from that carried on at the date of this Agreement, being shipping and corporate activities in accordance with its constitutional documents.
---	---
(b)	No Borrower shall engage in any business other than the ownership and operation of its Ship.
---	---

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22.15	Financial Indebtedness

No Borrower shall incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

22.16	Expenditure

No Borrower shall incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing its Ship.

22.17	Share capital
(a)	No Borrower shall:
---	---
(i)	purchase, cancel, redeem or retire any of its issued shares;
---	---
(ii)	increase or reduce the number of shares that it is authorized to issue or change the par value of such shares or create any new class of shares; or
---	---
(iii)	issue any further shares except to the Parent Guarantor.
---	---
22.18	Dividends
---	---

No Borrower shall, (i) following the occurrence of an Event of Default which is continuing, or (ii) where any of the following would result in the occurrence of an Event of Default which is continuing, or (iii) where the making or payment of any of the following would result in the Borrowers not being in compliance with Clause 21 (Financial Covenants):

(a)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its issued shares (or any class of its shares);
(b)	repay or distribute any dividend or share premium reserve;
---	---
(c)	pay any management, advisory or other fee to or to the order of any of its shareholders; or
---	---
(d)	redeem, repurchase, defease, retire or repay any of its issued shares or resolve to do so.
---	---
22.19	Other transactions
---	---

No Borrower shall:

(a)	be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor (and in respect of the Parent Guarantor a member of the Group) and where such loan or form of credit is Permitted Financial Indebtedness;
(b)	give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which that Borrower assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents.
---	---
(c)	enter into any material agreement other than:
---	---
(i)	the Transaction Documents;
---	---

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(ii)	any other agreement expressly allowed under any other term of this Agreement; and
(iii)	any agreement made in the ordinary course of its business,
---	---
(d)	enter into any transaction on terms which are, in any respect, less favourable to that Borrower than those which it could obtain in a bargain made at arms’ length; or
---	---
(e)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks.
---	---
22.20	Unlawfulness, invalidity and ranking; Security imperilled
---	---

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

(a)	make it unlawful or contrary to Sanctions for a Transaction Obligor to perform any of its obligations under the Transaction Documents;
(b)	cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;
---	---
(c)	cause any Transaction Document to cease to be in full force and effect;
---	---
(d)	cause any Transaction Security to rank after, or lose its priority to, any other Security; and
---	---
(e)	imperil or jeopardise the Transaction Security.
---	---
22.21	Further assurance
---	---
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor will, (and the Parent Guarantor shall procure that each member of the Group will) promptly, and in any event within the time period specified by the Lender do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Lender may specify (and in such form as the Lender may require in favour of the Lender or its nominee(s)):
---	---
(i)	to create, perfect, vest in favour of the Lender or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance 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 Transaction Security) or for the exercise of any rights, powers and remedies of the Lender or any Receiver or Delegate provided by or pursuant to the Finance Documents or by law;
---	---
(ii)	to confer on the Lender Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;
---	---
(iii)	to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or
---	---

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(iv)	to enable or assist the Lender to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.
(b)	Each Obligor shall, and shall procure that each other Transaction Obligor will, (and the Parent Guarantor shall procure that each member of the Group will) 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.
---	---
(c)	At the same time as an Obligor delivers to the Lender any document executed by itself or another Transaction Obligor pursuant to this Clause 22.21 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Lender a certificate signed by an officer of that Obligor or Transaction Obligor which shall:
---	---
(i)	set out the text of a resolution of that Obligor’s or Transaction Obligor’s board of directors specifically authorising the execution of the document specified by the Lender; and
---	---
(ii)	state that either the resolution was duly passed at a meeting of the board of directors validly convened and held, throughout which a quorum of directors entitled to vote on the resolution was present, or that the resolution has been signed by all the directors or officers and is valid under that Obligor’s or Transaction Obligor’s articles of incorporation or other constitutional documents.
---	---
22.22	Sanctions undertaking
---	---
(a)	No proceeds of the Loan or any part of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise, directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions, or to fund any activity in a Sanctioned Country or in any manner which would cause the Lender to be in breach of or made subject to Sanctions, or at risk of being in breach of or made subject to Sanctions.
---	---
(b)	No Transaction Obligor shall fund all or any part of any payment or repayment under the Loan out of proceeds directly or indirectly derived from any activity in a Sanctioned Country or any transaction with a Prohibited Person, or out of proceeds directly or indirectly derived from any other transactions which would be prohibited by Sanctions or in any other manner which would cause the Lender to be in breach of or made subject to Sanctions, or at risk of being in breach of or made subject to Sanctions and no such proceeds shall be paid into any Account.
---	---
(c)	Each of the Transaction Obligors has implemented and shall maintain in effect a Sanctions compliance policy which is designed to ensure compliance by each such Transaction Obligor, its Subsidiaries and their respective directors, officers, employees and agents with Sanctions. Without limitation on the foregoing, such Sanctions compliance policy shall procure that each Transaction Obligor, its Subsidiaries and their respective directors, officers, employees and agents shall, where applicable:
---	---
(i)	conduct their activities in a manner consistent with Sanctions;
---	---
(ii)	have sufficient resources in place to ensure execution of and compliance with their own Sanctions policies by their personnel, e.g., direct hires, contractors, and staff;
---	---
(iii)	ensure Subsidiaries and Affiliates comply with the relevant policies, as applicable;
---	---

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(iv)	have relevant controls in place to monitor automatic identification system (AIS) transponders;
(v)	have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk; and
---	---
(vi)	have controls to assess authenticity of bills of lading, as necessary.
---	---
22.23	Anti-bribery and corruption and anti-money laundering / combat Terrorist Financing information
---	---

Unless such disclosure would constitute an apparent breach of any applicable law or regulation made known to the Lender, the Borrowers shall supply to the Lender:

(a)	promptly upon becoming aware of them, the details of any actual violation by, any member of the Group or any agent, director, employee or officer of any member of the Group (or any counterparty of any such person in relation to any transaction contemplated by a Finance Document) of or in relation to any Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws, or of any investigation or proceedings relating to the same;
(b)	copies of any correspondence delivered to, or received from, any regulatory authorities in relation to any matter referred to in paragraph (a) above at the same time as they are dispatched or promptly upon receipt (as the case may be); and
---	---
(c)	promptly upon written request by the Lender, such further information relating to any matter referred to in paragraphs (a) and (b) above as the Lender may reasonably require.
---	---
22.24	Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing laws
---	---
(a)	No Obligor shall (and shall ensure that no other member of the Group will) directly or indirectly use the proceeds of the Facility for any purpose which would breach any Anti-Bribery and Corruption Law and Anti-Money Laundering / Combat Terrorist Financing Law.
---	---
(b)	Each Obligor shall (and shall ensure that each other member of the Group will):
---	---
(i)	conduct its businesses in compliance with Anti-Bribery and Corruption Laws and Anti-Money Laundering Laws;
---	---
(ii)	maintain policies and procedures designed to promote and achieve compliance with such laws; and
---	---
(iii)	take all reasonable and prudent steps to ensure that each of its agents, directors, employees and officers comply with Anti-Bribery and Corruption Laws and Anti-Money Laundering Laws.
---	---
22.25	No variation, release etc. of each MOA
---	---

Each Borrower shall not, whether by a document, by conduct, by acquiescence or in any other way:

(a)	vary a MOA;

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(b)	release, waive, suspend, subordinate or permit to be lost or impaired any interest or right of any kind which that Borrower has at any time, or in connection with, that MOA or in relation to any matter arising out of or in connection with that MOA.
22.26	Provision of information relation to each MOA
---	---

Without prejudice to Clause 20.6 (Information: miscellaneous), each Borrower shall:

(a)	immediately inform the Lender if any breach of a MOA occurs or a serious risk of such breach arises and of any other event or matter affecting a MOA which has or is reasonably likely to have a Material Adverse Effect; and
(b)	upon the reasonable request of the Lender, keep the Lender informed as to any notice of readiness of delivery of each Ship.
---	---
22.27	No assignment etc. of MOA
---	---

Each Borrower shall not assign, novate, transfer or dispose of any of its rights or obligations under each MOA to which it is a party.

23	Insurance Undertakings
23.1	General
---	---

The undertakings in this Clause 23 (Insurance Undertakings) remain in force from the date of this Agreement and throughout the rest of the Security Period except as the Lender may otherwise permit.

23.2	Maintenance of obligatory insurances

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

(a)	fire and usual marine risks (including hull and machinery and excess risks);
(b)	war risks;
---	---
(c)	protection and indemnity risks; and
---	---
(d)	any other risks against which the Lender considers, having regard to practices and other circumstances prevailing at the relevant time, it would be reasonable for that Borrower to insure and which are specified by the Lender by written notice to that Borrower.
---	---
23.3	Terms of obligatory insurances
---	---

Each Borrower shall effect such insurances:

(a)	in dollars;
(b)	in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of:
---	---
(i)	an amount which when aggregated with the insured value of each other Ship then subject to a Mortgage is equal to the aggregate of (A) 120 per cent. of the Loan and (B) any Hedging Close-Out Liabilities; and
---	---

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​

(ii)	the Market Value of that Ship;
(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;
---	---
(d)	in the case of protection and indemnity risks, in respect of the full tonnage of the Ship owned by it;
---	---
(e)	on approved terms; and
---	---
(f)	through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.
---	---
23.4	Further protections for the Lender
---	---

In addition to the terms set out in Clause 23.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances effected by it shall:

(a)	subject always to paragraph (b), name that Borrower or, as the case may be, an Approved Manager as the sole named insured unless the interest of every other named insured is limited:
(i)	in respect of any obligatory insurances for hull and machinery and war risks;
---	---
(A)	to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and
---	---
(B)	to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and
---	---
(ii)	in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;
---	---

and every other named insured has undertaken in writing to the Lender (in such form as it requires) that any deductible shall be apportioned between that Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Lender to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b)	whenever the Lender requires, name (or be amended to name) the Lender as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Lender, but without the Lender being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
(c)	name the Lender as loss payee with such directions for payment as the Lender may specify;
---	---
(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Lender shall be made without set off, counterclaim or deductions or condition whatsoever;
---	---

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​

(e)	provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Lender; and
(f)	provide that the Lender may make proof of loss if that Borrower fails to do so.
---	---

23.5****Renewal of obligatory insurances

Each Borrower shall:

(a)	at least 21 days before the expiry of any obligatory insurance effected by it:
(i)	notify the Lender of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which it proposes to renew that obligatory insurance and of the proposed terms of renewal; and
---	---
(ii)	obtain the Lender’s approval to the matters referred to in sub-paragraph (i) above;
---	---
(b)	at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Lender’s approval pursuant to paragraph (a) above; and
---	---
(c)	procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Lender in writing of the terms and conditions of the renewal.
---	---
23.6	Copies of policies; letters of undertaking
---	---

Each Borrower shall ensure that the Approved Brokers provide the Lender with:

(a)	pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and
(b)	a letter or letters of undertaking in a form required by the Lender and including undertakings by the Approved Brokers that:
---	---
(i)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 23.4 (Further protections for the Lender);
---	---
(ii)	they will hold such policies, and the benefit of such insurances, to the order of the Lender in accordance with such loss payable clause;
---	---
(iii)	they will advise the Lender immediately of any material change to the terms of the obligatory insurances;
---	---
(iv)	they will, if they have not received notice of renewal instructions from the relevant Borrower or its agents, notify the Lender not less than 14 days before the expiry of the obligatory insurances;
---	---
(v)	if they receive instructions to renew the obligatory insurances, they will promptly notify the Lender of the terms of the instructions;
---	---
(vi)	they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Borrower under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise,
---	---

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​ they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts; and

(vii)	they will arrange for a separate policy to be issued in respect of the Ship owned by that Borrower forthwith upon being so requested by the Lender.
23.7	Copies of certificates of entry
---	---

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

(a)	a certified copy of the certificate of entry for that Ship;
(b)	a letter or letters of undertaking in such form as may be required by the Lender; and
---	---
(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.
---	---
23.8	Deposit of original policies
---	---

Each Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through which the insurances are effected or renewed.

23.9	Payment of premiums

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

23.10	Guarantees

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

23.11	Compliance with terms of insurances
(a)	No Borrower shall do or omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part.
---	---
(b)	Without limiting paragraph (a) above and without prejudice to the Borrowers’ obligations under Clause 24 (Ship Undertakings) shall:
---	---
(i)	take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of Clause 23.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Lender has not given its prior approval;
---	---

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​

(ii)	not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it unless they are approved by the underwriters of the obligatory insurances;
(iii)	make (and promptly supply copies to the Lender of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship owned by it is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and
---	---
(iv)	not employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
---	---
23.12	Alteration to terms of insurances
---	---

No Borrower shall make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

23.13	Settlement of claims

Each Borrower shall:

(a)	not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and
(b)	do all things necessary and provide all documents, evidence and information to enable the Lender to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.
---	---
23.14	Provision of copies of communications
---	---

Each Borrower shall provide the Lender, at the time of each such communication, with copies of all written communications between that Borrower and:

(a)	the Approved Brokers;
(b)	the approved protection and indemnity and/or war risks associations; and
---	---
(c)	the approved insurance companies and/or underwriters,
---	---

which relate directly or indirectly to:

(i)	that Borrower’s obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and
(ii)	any credit arrangements made between that Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.
---	---

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​

23.15	Provision of information

Each Borrower shall promptly provide the Lender (or any persons which it may designate) with any information which the Lender (or any such designated person) requests for the purpose of:

(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or
(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 23.16 (Mortgagee’s interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances,
---	---

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

23.16	Mortgagee’s interest and additional perils insurances
(a)	The Lender shall be entitled from time to time to effect, maintain and renew a mortgagee’s interest marine insurance and a mortgagee’s interest additional perils insurance each in an amount of no less than 120 per cent. of the Loan, on such terms, through such insurers and generally in such manner as the Lender may from time to time consider appropriate.
---	---
(b)	The Borrowers shall upon demand fully indemnify the Lender in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance.
---	---
24	Ship Undertakings
---	---
24.1	General
---	---

The undertakings in this Clause 24 (Ship Undertakings) remain in force on and from the Delivery Date of each Ship and throughout the rest of the Security Period except as the Lender may otherwise permit.

24.2	Ships’ names and registration

Each Borrower shall, in respect of the Ship owned by it:

(a)	keep that Ship registered in its name under the Approved Flag from time to time at its port of registration;
(b)	not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled;
---	---
(c)	not enter into any dual flagging arrangement in respect of that Ship; and
---	---
(d)	not change the name of that Ship,
---	---

provided that any agreed change of name or flag a Ship shall be subject to:

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​

(i)	that Ship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on that Ship and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage on that Ship and, if applicable, any related Deed of Covenant and on such other terms and in such other form as the Lender shall approve or require; and
(ii)	the execution of such other documentation amending and supplementing the Finance Documents as the Lender shall approve or require.
---	---
24.3	Repair and classification
---	---

Each Borrower shall keep the Ship owned by it in a good and safe condition and state of repair:

(a)	consistent with first class ship ownership and management practice; and
(b)	so as to maintain the Approved Classification free of overdue recommendations and conditions.
---	---
24.4	Classification society undertaking
---	---

If required by the Lender in writing each Borrower shall, in respect of the Ship owned by it, instruct the relevant Approved Classification Society (and procure that the Approved Classification Society undertakes with the Lender):

(a)	to send to the Lender, following receipt of a written request from the Lender, certified true copies of all original class records held by the Approved Classification Society in relation to that Ship;
(b)	to allow the Lender (or its agents), at any time and from time to time, to inspect the original class and related records of that Borrower and that Ship at the offices of the Approved Classification Society and to take copies of them;
---	---
(c)	to notify the Lender immediately in writing if the Approved Classification Society:
---	---
(i)	receives notification from that Borrower or any person that that Ship’s Approved Classification Society is to be changed; or
---	---
(ii)	becomes aware of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of that Ship’s class under the rules or terms and conditions of that Borrower or that Ship’s membership of the Approved Classification Society;
---	---
(d)	following receipt of a written request from the Lender:
---	---
(i)	to confirm that that Borrower is not in default of any of its contractual obligations or liabilities to the Approved Classification Society, including confirmation that it has paid in full all fees or other charges due and payable to the Approved Classification Society; or
---	---
(ii)	to confirm that that Borrower is in default of any of its contractual obligations or liabilities to the Approved Classification Society, to specify to the Lender in reasonable
---	---

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​ detail the facts and circumstances of such default, the consequences of such default, and any remedy period agreed or allowed by the Approved Classification Society.

24.5	Modifications

No Borrower shall make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of that Ship or materially reduce its value.

24.6	Removal and installation of parts
(a)	Subject to paragraph (b) below, no Borrower shall remove any material part of any Ship, or any item of equipment installed on any Ship unless:
---	---
(i)	the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed;
---	---
(ii)	the replacement part or item is free from any Security in favour of any person other than the Lender; and
---	---
(iii)	the replacement part or item becomes, on installation on that Ship, the property of that Borrower and subject to the security constituted by the Mortgage on that Ship and the related, if applicable, Deed of Covenant.
---	---
(b)	A Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by that Borrower.
---	---
24.7	Surveys
---	---

Each Borrower shall submit the Ship owned by it regularly to all periodic or other surveys

which may be required for classification purposes and, if so required by the Lender, provide the Lender, with copies of all survey reports.

24.8	Inspection

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

24.9	Prevention of and release from arrest
(a)	Each Borrower shall, in respect of the Ship owned by it, promptly discharge:
---	---
(i)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Ship, its Earnings or its Insurances;
---	---
(ii)	all Taxes, dues and other amounts charged in respect of that Ship, its Earnings or its Insurances; and
---	---
(iii)	all other outgoings whatsoever in respect of that Ship, its Earnings or its Insurances.
---	---

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​

(b)	Each Borrower shall immediately upon receiving notice of the arrest of the Ship owned by it or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require.
24.10	Compliance with laws etc.
---	---

Each Borrower shall:

(a)	comply, or procure compliance with all laws or regulations:
(i)	relating to its business generally; and
---	---
(ii)	relating to the Ship owned by it, its ownership, employment, operation, management and registration,
---	---

including, but not limited to:

(A)	the ISM Code;
(B)	the ISPS Code;
---	---
(C)	all Environmental Laws;
---	---
(D)	all Sanctions; and
---	---
(E)	the laws of the Approved Flag;
---	---
(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and
---	---
(c)	without limiting paragraph (a) above, not employ the Ship owned by it nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code and all Environmental Laws.
---	---
24.11	ISPS Code
---	---

Without limiting paragraph (a) of Clause 24.10 (Compliance with laws etc.), each Borrower shall:

(a)	procure that the Ship owned by it and the company responsible for that Ship’s compliance with the ISPS Code comply with the ISPS Code;
(b)	maintain an ISSC for that Ship; and
---	---
(c)	notify the Lender immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.
---	---
24.12	Sanctions and Ship trading
---	---

Without limiting Clause 24.10 (Compliance with laws etc.), each Borrower shall procure:

(a)	that the Ship owned by it shall not be used by or for the benefit of a Prohibited Person or in trading to or from a Sanctioned Country;

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​

(b)	that the Ship owned by it shall not otherwise be used in any manner contrary to Sanctions, or in a manner that creates a risk that a Transaction Obligor will become a Prohibited Person or in any manner which would cause the Lender to be in breach of or made subject to Sanctions, or at risk of being in breach of or made subject to Sanctions;
(c)	that the Ship owned by it shall not be used in trading in any manner that creates a risk that such Ship will become a Sanctioned Ship;
---	---
(d)	that the Ship owned by it shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances; and
---	---
(e)	without prejudice to the above provisions of this Clause 24.12 (Sanctions and Ship trading), that each time charterparty in respect of the Ship owned by it shall contain, for the benefit of that Borrower, language which gives effect to the provisions of paragraph (a) of Clause 24.10 (Compliance with laws etc.) as regards Sanctions and paragraph (b) and (c) of this Clause 25.12 (Sanctions and Ship trading) and which charterparty permits refusal of employment or voyage orders if such employment or compliance with such orders either results, or risks resulting in non-compliance with such provisions or breaches, or risks breaching (in the opinion of that Borrower) Sanctions.
---	---
24.13	Russian oil price cap
---	---
(a)	Each Borrower undertakes that it will, and the Parent Guarantor shall ensure that each Borrower will, at all times comply, and require compliance by:
---	---
(i)	all charterers and sub-charterers of the Ship owned by it; and
---	---
(ii)	all parties with whom an Obligor enters into a contract of carriage in respect of the Ship owned by it,
---	---

with the Russian Oil Price Cap Measures.

(b)	Without prejudice to the generality of paragraph (a) above, each Borrower undertakes that it will, and the Parent Guarantor shall ensure that each Borrower will prior to the Ship owned by it commencing loading (including any ship-to-ship or similar transfer) of Russian Oil Products obtain:
(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(ii)	a signed attestation from its applicable counterparty that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
---	---
(c)	Without prejudice to the generality of paragraph (a) above, each Borrower shall promptly, and in any event no later than 30 days after the Ship owned by it commencing loading (including any ship-to-ship or similar transfer) of Russian Oil Products provide to the Lender (at the Lender’s option and after receiving the written request by the Lender):
---	---

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​

(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; and/or
(ii)	an attestation signed by an authorised signatory in such form as may be agreed by the Lender confirming that it has complied in all respects with the Russian Oil Price Cap Measures; and/or
---	---
(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
---	---
(d)	Without prejudice to the generality of paragraph (a) above, each Borrower undertakes to the Lender that it will, and the Parent Guarantor shall ensure that each Borrower will, ensure that each charterparty or contract of carriage in respect of the Ship owned by it will include for the benefit of that Borrower provisions requiring the charterer, sub-charterer or person with whom that Borrower has entered into a contract of carriage to comply with the Russian Oil Price Cap Measures and to provide such information and documentation at such times as is necessary for that Borrower and the Parent Guarantor to comply with this Clause 24.13 (Russian oil price cap).
---	---
(e)	Each Borrower undertakes that it will, and the Parent Guarantor shall ensure that each Borrower will:
---	---
(i)	provide the Lender with such information upon the Lender’s written request, and at such times, as it may require for the purposes of the Lender satisfying any record keeping obligations applicable to it under the Russian Oil Price Cap Measures;
---	---
(ii)	promptly upon request and in any event within 30 days of any request provide the Lender with such other information in relation to compliance with the Russian Oil Price Cap Measures as the Lender may from time to time reasonably request including without limitation any information relating to ancillary costs as may be specified from time to time pursuant to the Russian Oil Price Cap Measures; and
---	---
(iii)	comply with such further or additional requirements as the Lender may from time to time require in writing, acting reasonably, in response to changes to any of the Russian Oil Price Cap Measures, or the introduction of similar measures relating to Russian Oil Products, or changes to any guidance, application, interpretation or market practice in respect of the Russian Oil Price Cap Measures.
---	---

The obligations in this paragraph (e) are continuing and, in particular, shall survive and remain binding on each Borrower and the Parent Guarantor until all attestations and such other information as may be requested pursuant to this paragraph (e) have been received in satisfactory form by the Lender.

(f)	Each Borrower shall, and the Parent Guarantor shall ensure that each Borrower will, undertake appropriate due diligence on its counterparties to satisfy itself, based on the information available, of the reliability and accuracy of any information provided by such counterparties for the purposes of or relating to satisfying the requirements of paragraph (b) above.
(g)	Each Borrower agrees that the Lender may forward all attestations and other documents which that Borrower may from time to time deliver to the Lender pursuant to paragraphs (c) and (e) above to any applicable regulators or to any other party to which the Lender may be required to forward or disclose such attestations or other documents in accordance with the Russian
---	---

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​ Oil Price Cap Measures. The Lender shall immediately inform each Borrower about the disclosure of the attestations and other documents pursuant to paragraphs (c) and (e) to any party.

24.14	Trading in war zones or excluded areas

No Borrower shall cause or permit any Ship to enter or trade to any zone which is declared a war zone by any government or by that Ship’s war risks insurers or which is listed as an area of perceived enhanced risk by that Ship’s war risks insurers unless that Borrower:

(a)	has given prior notification to the insurers;
(b)	has (at its expense) effected any special, additional or modified insurance cover required for it to enter or trade to any such war zone or area; and
---	---
(c)	notifies the Lender accordingly.
---	---
24.15	Provision of information
---	---

Without prejudice to Clause 20.6 (Information: miscellaneous) each Borrower shall, in respect of the Ship owned by it, promptly provide the Lender with any information which it requests regarding:

(a)	that Ship, its employment, position and engagements;
(b)	the Earnings and payments and amounts due to its master and crew;
---	---
(c)	any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Ship and any payments made by it in respect of that Ship;
---	---
(d)	any towages and salvages; and
---	---
(e)	its compliance, the Approved Manager’s compliance and the compliance of that Ship with the ISM Code and the ISPS Code,
---	---

and, upon the Lender’s request, promptly provide copies of any current Charter relating to that Ship, of any current guarantee of any such Charter, the Ship’s Safety Management Certificate and any relevant Document of Compliance.

24.16	Notification of certain events

Each Borrower shall, in respect of the Ship owned by it, immediately notify the Lender by email (in accordance with Clause 34.4 (Electronic Communication)) or letter of:

(a)	any casualty to that Ship which is or is likely to be or to become a Major Casualty;
(b)	any occurrence as a result of which that Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;
---	---
(c)	any requisition of that Ship for hire;
---	---
(d)	any requirement or recommendation made in relation to that Ship by any insurer or classification society or by any competent authority which is not immediately complied with
---	---

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​ unless this has been dealt with by the deadline specified in the relevant requirement or recommendation;

(e)	any arrest or detention of that Ship or any exercise or purported exercise of any lien on that Ship or the Earnings;
(f)	any intended dry docking of that Ship;
---	---
(g)	any Environmental Claim made against that Borrower or in connection with that Ship, or any Environmental Incident;
---	---
(h)	any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, an Approved Manager or otherwise in connection with that Ship,
---	---
(i)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,
---	---
(j)	any notice, or such Borrower becoming aware, of any claim, action, suit, proceeding or investigation against any Transaction Obligor, any of its Subsidiaries or any of their respective directors, officers, employees or agents with respect to Sanctions; or
---	---
(k)	any circumstances which could give rise to a breach of any representation or undertaking in this Agreement, or any Event of Default, relating to Sanctions,
---	---

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

24.17	Restrictions on chartering, appointment of managers etc.

No Borrower shall, in relation to the Ship owned by it:

(a)	let that Ship on demise charter for any period;
(b)	enter into any time, voyage or consecutive voyage charter in respect of that Ship other than a Permitted Charter;
---	---
(c)	materially amend, supplement ,or terminate a Management Agreement without the prior written consent of the Lender, such consent not to be unreasonably withheld or delayed (and for the avoidance of doubt, any amendment to a Management Agreement which (i) increases the management fee by more than 15 per cent. of the management fee payable under the Management Agreement, (ii) alters the duration of the Management Agreement, (iii) changes the governing law provisions, (iv) changes the parties to it or (v) changes the termination provisions and termination fees shall be considered material);
---	---
(d)	appoint a manager of that Ship other than the Approved Commercial Manager and the Approved Technical Manager or agree to any material alteration to the terms of an Approved Manager’s appointment;
---	---
(e)	de activate or lay up that Ship; or
---	---
(f)	put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $1,000,000 (or the equivalent in any other currency)
---	---

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​ unless that person has first given to the Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason.

24.18	Notice of Mortgage

Each Borrower shall keep the relevant Mortgage registered against the Ship owned by it as a valid first priority or, as the case may be preferred, mortgage, carry, to the extent required by the Approved Flag state, on board that Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master’s cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the Lender.

24.19	Sharing of Earnings

No Borrower shall enter into any agreement or arrangement for the sharing of any Earnings.

24.20	Charterparty Assignment
(a)	If a Borrower enters into any Assignable Charter (subject to obtaining the prior consent of the Lender (such consent not to be unreasonably withheld) in accordance with paragraphs (a) and (b) of Clause 24.17 (Restrictions on chartering, appointment of managers etc.)), that Borrower shall promptly after the date of entry into of such Assignable Charter, enter into a Charterparty Assignment and the assignment contemplated thereunder shall be notified to the relevant charterer and any charter guarantor, and that Borrower shall procure that such charterer and such charter guarantor acknowledges such assignment in accordance with the terms of such Charterparty Assignment; and
---	---
(b)	Without limiting the generality of the above, if such Assignable Charter is a bareboat charter, that Borrower shall procure that the relevant charterer executes in favour of the Lender an assignment of (inter alia) all its rights, title and interest in and to the Insurances in respect of the Ship effected either by that Borrower or by the relevant charterer and a customary letter of undertaking in favour of the Lender whereby (inter alia) the interests of that charterer under the Charter are subordinated to the interests of the Lender under the Finance Documents; and
---	---
(c)	additionally deliver to the Lender without delay such other documents equivalent to those referred to at paragraphs 1.2, 1.3, 1.5, 3.4, 5, 6.1, 6.2, 6.5 and 6.6 of Part A of Schedule 2 (Conditions Precedent) as the Lender may reasonably require from that Borrower in connection with such Charterparty Assignment or as the case may be tripartite agreement.
---	---
24.21	Inventory of Hazardous Materials
---	---

Each Borrower shall maintain an Inventory of Hazardous Materials, in respect of the Ship owned by it.

24.22	Sustainable and socially responsible dismantling of Ships

Each Borrower shall not knowingly sell Ship owned by it for recycling purposes without having ascertained that that Ship will:

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(a)	in the case of it being EU flagged, be recycled at an approved yard under the EU Ship Recycling Regulation; or
(b)	in the case of it being non-EU flagged, be recycled at a yard certified to operate under The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and/or EU Ship Recycling Regulation by a classification society acceptable to the Lender and who is a member of the IACS (International Association of Classification Societies).
---	---
24.23	Notification of compliance
---	---

Each Borrower shall promptly provide the Lender from time to time with evidence (in such form as the Lender requires) that it is complying with this Clause 24 (Ship Undertakings).

25	Security Cover
25.1	Minimum required security cover
---	---

Clause 25.2 (Provision of additional security; prepayment) applies if, the Lender notifies the Borrowers that, on or after the first Delivery Date, the Security Cover Ratio is below 120 per cent.

25.2	Provision of additional security; prepayment
(a)	If the Lender serves a notice on the Borrowers under Clause 25.1 (Minimum required security cover), the Borrowers shall, on or before the date falling one Month after the date on which the Lender’s notice is served (the “Prepayment Date”), prepay such part of the Loan as shall eliminate the shortfall.
---	---
(b)	A Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that a third party has provided, additional security which, in the opinion of the Lender:
---	---
(i)	has a net realisable value at least equal to the shortfall; and
---	---
(ii)	is documented in such terms as the Lender may approve or require,
---	---

before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.

25.3	Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 25.2 (Provision of additional security; prepayment) which constitutes a first preferred or first priority mortgage over a vessel shall be the Market Value of the vessel concerned.

25.4	Valuations binding

Any valuation under this Clause 25 (Security Cover) shall be binding and conclusive as regards each Borrower.

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25.5	Provision of information
(a)	Each Borrower shall promptly provide the Lender and any Approved Valuer acting under this Clause 25 (Security Cover) with any information which the Lender or the Approved Valuer may request for the purposes of the valuation.
---	---
(b)	If a Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved Valuer or the Lender considers prudent.
---	---
25.6	Prepayment mechanism
---	---

Any prepayment pursuant to Clause 25.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause 7.3 (Voluntary prepayment of Loan).

25.7	Provision of valuations
(a)	Each Borrower shall provide the Lender annually with a valuation of the Ship owned by it and any other vessel over which additional Security has been created in accordance with Clause 25.3 (Value of additional vessel security), from an Approved Valuer, addressed to the Lender, to enable the Lender to determine the Market Value of that Ship throughout the Security Period (in addition to the valuations referred to in paragraph 3.5 of Part B of Schedule 2 (Conditions Precedent)).
---	---
(b)	If and when the Lender believes (acting reasonably) that the Market Value of a Ship and any other vessel over which additional security has been created in accordance with Clause 25.2 (Provision of additional security; prepayment) have reduced to such extent that the security requirements under Clause 25.1 (Minimum required security cover) may have been breached, then the Lender may at any time obtain additional sets of valuations of that Ship and any such other vessels from Approved Valuers to enable the Lender to determine the Market Value of that Ship and any such other vessels.
---	---
(c)	The cost and expense of:
---	---
(i)	any valuations obtained pursuant to paragraph (a) above;
---	---
(ii)	the first additional set of valuations referred to in paragraph (b) above; and
---	---
(iii)	in the event of an Event of Default having occurred and continuing, any additional such sets of valuations referred to in paragraph (b) above,
---	---

shall be borne by the Borrowers and the Borrowers shall within 10 Business Days of demand by the Lender pay to the Lender all costs and expenses incurred by it in obtaining such valuations.

25.8	Release of additional security

If at any time the Lender holds additional security provided under this Clause 25 (Security Cover) for a consecutive period of no less than 60 days, the Borrowers may request, at their own cost and expense, the release of such additional security provided that:

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(a)	the Borrowers can demonstrate to the Lender’s satisfaction that the aggregate Market Value of the Ships then subject to a Mortgage, disregarding the value of that additional security, is above the minimum percentage required pursuant to Clause 25.1 (Minimum required security cover); and
(b)	no Event of Default has occurred and is continuing or would result from the release of such additional security.
---	---
26	Accounts and application of Earnings and Hedge Receipts
---	---
26.1	Accounts
---	---
(a)	No Borrower may, without the prior consent of the Lender, maintain any bank account other than its Earnings Account and its Cash Collateral Account.
---	---
(b)	If and when an Event of Default is continuing, the Borrowers shall not withdraw, transfer or in any other way deal with all or any part of, or any interest in, or attempt to withdraw, transfer or in any other way deal with all or any part of, or any interest in, any amount standing to the credit of any Earnings Account.
---	---
26.2	Payment of Earnings
---	---

Each Borrower shall ensure that:

(a)	subject only to the provisions of the General Assignment to which it is a party, all the Earnings in respect of the Ship owned by it are paid in to its Earnings Account; and
(b)	all Hedge Receipts are paid in to its Earnings Account.
---	---
26.3	Location of Accounts
---	---

Each Borrower shall promptly:

(a)	comply with any requirement of the Lender as to the location or relocation of its Earnings Account; and
(b)	execute any documents which the Lender specifies to create or maintain in favour of the Lender Security over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Accounts.
---	---
27	Events of Default
---	---
27.1	General
---	---

Each of the events or circumstances set out in this Clause 27 (Events of Default) is an Event of Default except for Clause 27.19 (Acceleration) and Clause 27.20 (Enforcement of security).

27.2	Non-payment

A Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a)	its failure to pay is caused by:

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(i)	administrative or technical error; or
(ii)	a Disruption Event; and
---	---
(b)	payment is made within three Business Days of its due date.
---	---
27.3	Specific obligations
---	---

A breach occurs of Clause 4.4 (Waiver of conditions precedent), Clause 19.35 (Sanctions), Clause 21 (Financial Covenants), Clause 22.10 (Title), Clause 22.11 (Negative pledge), Clause 22.20 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 22.22 (Sanctions), Clause 23.2 (Maintenance of obligatory insurances), Clause 23.3 (Terms of obligatory insurances), Clause 23.5 (Renewal of obligatory insurances), Clause 24.12 (Sanctions and Ship Trading), Clause 24.13 (Russian oil price cap) or, save to the extent such breach is a failure to pay and therefore subject to Clause 27.2 (Non-payment), Clause 25 (Security Cover).

27.4	Other obligations
(a)	A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 27.2 (Non-payment) and Clause 27.3 (Specific obligations)).
---	---
(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 10 Business Days of the Lender giving notice to the Borrowers or (if earlier) any Transaction Obligor becoming aware of the failure to comply.
---	---
27.5	Misrepresentation
---	---

Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

27.6	Cross default
(a)	Any Financial Indebtedness of any Transaction Obligor is not paid when due nor within any originally applicable grace period.
---	---
(b)	Any Financial Indebtedness of any Transaction Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
---	---
(c)	Any commitment for any Financial Indebtedness of any Transaction Obligor is cancelled or suspended by a creditor of any Transaction Obligor as a result of an event of default (however described).
---	---
(d)	Any creditor of any Transaction Obligor becomes entitled to declare any Financial Indebtedness of any Transaction Obligor due and payable prior to its specified maturity as a result of an event of default (however described).
---	---
27.7	Insolvency
---	---
(a)	A Transaction Obligor or a member of the Group:
---	---

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(i)	is unable or admits inability to pay its debts as they fall due;
(ii)	is deemed to, or is declared to, be unable to pay its debts under applicable law;
---	---
(iii)	suspends or threatens to suspend making payments on any of its debts; or
---	---
(iv)	by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding the Lender in its capacity as such) with a view to rescheduling any of its indebtedness.
---	---
(b)	The value of the assets of any Transaction Obligor or any member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).
---	---
(c)	A moratorium is declared in respect of any indebtedness of any Transaction Obligor or other member of the Group. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.
---	---
27.8	Insolvency proceedings
---	---
(a)	Any corporate action, legal proceedings or other procedure or step is taken in relation to:
---	---
(i)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor or other member of the Group;
---	---
(ii)	a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor or other member of the Group;
---	---
(iii)	the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Transaction Obligor’s or other member’s of the Group or any of its assets; or
---	---
(iv)	enforcement of any Security over any assets of any Transaction Obligor or other member of the Group,
---	---

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

(b)	Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.
27.9	Creditors’ process
---	---

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of any Transaction Obligor or other member of the Group (other than an arrest or detention of a Ship referred to in Clause 27.14 (Arrest)).

27.10	Ownership of the Borrowers, the Approved Managers and the Parent Guarantor

It appears, that, without the Lender’s prior written consent:

(a)	the Parent Guarantor (i) ceases to be (directly or indirectly) the legal and beneficial owner of 100 per cent. of the issued and outstanding share capital and voting share capital of a Borrower or (ii) otherwise ceases to control (directly or indirectly) 100 per cent. a Borrower;

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(b)	the Parent Guarantor (i) ceases to be (directly or indirectly) the legal and beneficial owner of 100 per cent. of the issued and outstanding share capital and voting share capital of the Approved Commercial Manager or (ii) otherwise ceases to control (directly or indirectly) 100 per cent. the Approved Commercial Manager;
(c)	the members of the Nominated Family (i) cease to be the legal and beneficial direct owner of at least 35 per cent. of the issued and outstanding share capital and voting share capital of the Parent Guarantor or (ii) otherwise cease to control (directly or indirectly) at least 35 per cent. of the Parent Guarantor;
---	---
(d)	the members of the Nominated Family (i) cease to be the legal and beneficial direct owner of at least 51 per cent. of the issued and outstanding share capital and voting share capital of the Approved Technical Manager or (ii) otherwise cease to control (directly or indirectly) at least 51 per cent. of the Approved Technical Manager,
---	---
(i)	the Parent Guarantor shall promptly notify the Lender upon becoming aware of that event; and
---	---
(ii)	the Lender may, by not less than ten days’ notice to the Borrower, cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents due and payable within 30 days of the occurrence of a change of control, whereupon the Facility will be cancelled and the Borrower shall prepay to the Lender the Loan and all outstanding interest and other amounts due and payable under the Finance Documents; or
---	---
(e)	the Parent Guarantor’s shares cease to be quoted on both the New York Stock Exchange and Oslo Stock Exchange.
---	---
(f)	For the purpose of the paragraphs above “control” means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
---	---
(i)	cast, or control the casting of, the maximum number of votes that might be cast at a general meeting in accordance with the relevant shareholding percentage; or
---	---
(ii)	appoint or remove all, or the majority, of the directors or other equivalent officers (other than in respect of the Parent Guarantor); or
---	---
(iii)	give directions with respect to the operating and financial policies with which the directors or other equivalent officers are obliged to comply (other than in respect of the Parent Guarantor.
---	---
27.11	Unlawfulness, invalidity and ranking
---	---
(a)	It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.
---	---
(b)	Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.
---	---
(c)	Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than the Lender) to be ineffective.
---	---

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(d)	Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.
27.12	Security imperilled
---	---

Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy.

27.13	Cessation of business

Any Transaction Obligor or any other member of the Group suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

27.14	Arrest

Any arrest of a Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the relevant Borrower within 21 days of such arrest or detention.

27.15	Expropriation

The authority or ability of any Transaction Obligor or member of the Group to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any member of the Group or any of its assets other than:

(a)	an arrest or detention of a Ship referred to in Clause 27.14 (Arrest); or
(b)	any Requisition.
---	---
27.16	Repudiation and rescission of agreements
---	---

A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security or a Transaction Document or other Transaction Security otherwise ceases to remain in full force and effect for any reason.

27.17	Litigation

Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect.

27.18	Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

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27.19	Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Lender may:

(a)	by notice to the Borrowers:
(i)	cancel the Commitment, whereupon it shall immediately be cancelled;
---	---
(ii)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; and/or
---	---
(iii)	declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Lender,
---	---

and the Lender may serve notices under sub-paragraphs (i), (ii) or (iii) of paragraph (a) above simultaneously or on different dates and the Lender may take any action referred to in paragraph (iii) above or Clause 27.20 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

27.20	Enforcement of security

On and at any time after the occurrence of an Event of Default which is continuing the Lender may take any action which, as a result of the Event of Default or any notice served under Clause 27.19 (Acceleration), the Lender is entitled to take under any Finance Document or any applicable law or regulation.

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Section 9

Changes to Parties

28	Changes to the Lender
28.1	Assignment by the Lender
---	---

Subject to this Clause 28 (Changes to the Lender), the Lender (the “Existing Lender”) may, without any Obligor’s consent but with prior notice to the Obligors, assign any of its rights under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

28.2	Conditions of assignment
(a)	Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities which the Borrowers or any other Transaction Obligor had against the Existing Lender.
---	---
(b)	If:
---	---
(i)	the Existing Lender assigns any of its rights or obligations under the Finance Documents or changes its Facility Office; and
---	---
(ii)	as a result of circumstances existing at the date the assignment or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or the Existing Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs),
---	---

then the New Lender or the Existing Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender would have been if the assignment or change had not occurred.

28.3	Security over Lender’s rights

In addition to the other rights provided to the Lender under this Clause 28 (Changes to the Lender), the Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of the Lender including, without limitation:

(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b)	if the Lender is a fund, 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,
---	---

except that no such charge, assignment or Security shall:

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(i)	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
(ii)	require any payments to be made by a Transaction Obligor 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.
---	---
29	Changes to the Transaction Obligors
---	---
29.1	Assignment or transfer by Transaction Obligors
---	---

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

29.2	Additional Subordinated Creditors
(a)	The Borrowers may request that any person becomes a Subordinated Creditor, with the prior approval of the Lender, by delivering to the Lender:
---	---
(i)	a duly executed Subordination Agreement;
---	---
(ii)	a duly executed Subordinated Debt Security; and
---	---
(iii)	such constitutional documents, corporate authorisations and other documents and matters as the Lender may reasonably require, in form and substance satisfactory to the Lender, to verify that the person’s obligations are legally binding, valid and enforceable and to satisfy any applicable legal and regulatory requirements.
---	---
(b)	A person referred to in paragraph (a) above will become a Subordinated Creditor on the date the Lender enters into the Subordination Agreement and the Subordinated Debt Security delivered under paragraph (a) above.
---	---

​

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Administration

30	Payment Mechanics
30.1	Payments to the Lender
---	---
(a)	On each date on which a Transaction Obligor is required to make a payment under a Finance Document, that Transaction Obligor shall make an amount equal to such payment available to the Lender (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Lender as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
---	---
(b)	Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Lender) and with such bank as the Lender, in each case, specifies.
---	---
30.2	Application of receipts; partial payments
---	---
(a)	If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Lender shall apply that payment towards the obligations of that Transaction Obligor under the Finance Documents in any manner it may decide.
---	---
(b)	Paragraph (a) above will override any appropriation made by a Transaction Obligor.
---	---
30.3	No set-off by Transaction Obligors
---	---
(a)	All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
---	---
(b)	Paragraph (a) above shall not affect the operation of any payment or close out netting in respect of any amounts owing under any Hedging Agreement.
---	---
30.4	Business Days
---	---
(a)	Any payment under the Finance Documents 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).
---	---
(b)	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 or Unpaid Sum at the rate payable on the original due date.
---	---
30.5	Currency of account
---	---
(a)	Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.
---	---

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(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(c)	Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.
---	---
30.6	Change of currency
---	---
(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
---	---
(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Lender (after consultation with the Borrowers); and
---	---
(ii)	any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Lender (acting reasonably).
---	---
(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Lender (acting reasonably and after consultation with the Borrowers) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.
---	---
30.7	Currency conversion
---	---

The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

30.8	Disruption to Payment Systems etc.

If either the Lender determines (in its discretion) that a Disruption Event has occurred or the Lender is notified by a Borrower that a Disruption Event has occurred:

(a)	the Lender may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Lender may deem necessary in the circumstances;
(b)	the Lender shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above 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;
---	---
(c)	any such changes agreed upon by the Lender and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents;
---	---
(d)	the Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on
---	---

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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 30.8 (Disruption to Payment Systems etc.).

31	Set-Off

The Lender may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by the Lender) against any matured obligation owed by the Lender to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

32	Conduct of business by the Lender

No provision of this Agreement will:

(a)	interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)	oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
---	---
(c)	oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
---	---
33	Bail-In
---	---

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

(a)	any Bail-In Action in relation to any such liability, including (without limitation):
(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
---	---
(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
---	---
(iii)	a cancellation of any such liability; and
---	---
(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
---	---
34	Notices
---	---
34.1	Communications in writing
---	---

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by email or letter.

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34.2	Addresses

The address and email (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

(a)	in the case of the Borrowers, that specified in Schedule 1 (The Parties);
(b)	in the case of the Lender or any other Obligor, that specified in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the Lender on or before the date on which it becomes a Party;
---	---

or any substitute address, email or department or officer as an Obligor may notify to the Lender (or the Lender may notify to the other Parties, if a change is made by the Lender) by not less than five Business Days’ notice.

34.3	Delivery
(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:
---	---
(i)	if by way of email, in accordance with the provisions of Clause 34.4 (Electronic Communication); or
---	---
(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,
---	---

and, if a particular department or officer is specified as part of its address details provided under Clause 34.2 (Addresses), if addressed to that department or officer.

(b)	Any communication or document to be made or delivered to the Lender will be effective only when actually received by it and then only if it is expressly marked for the attention of the department or officer of the Lender specified in Schedule 1 (The Parties) (or any substitute department or officer as the Lender shall specify for this purpose).
(c)	Any communication or document made or delivered to the Borrowers in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.
---	---
(d)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
---	---
34.4	Electronic communication
---	---
(a)	Any communication to be made or document to be delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:
---	---
(i)	notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and
---	---

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(ii)	notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.
(b)	Any such electronic communication or delivery as specified in paragraph (a) above to be made between an Obligor and the Lender may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery.
---	---
(c)	Any such electronic communication or document as specified in paragraph (a) above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by a Party to the Lender only if it is addressed in such a manner as the Lender shall specify for this purpose.
---	---
(d)	Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication or document is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.
---	---
(e)	Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this Clause 34.4 (Electronic communication).
---	---
34.5	English language
---	---
(a)	Any notice given under or in connection with any Finance Document must be in English.
---	---
(b)	All other documents provided under or in connection with any Finance Document must be:
---	---
(i)	in English; or
---	---
(ii)	if not in English, and if so required by the Lender, accompanied by a certified English translation prepared by a translator approved by the Lender and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.
---	---
34.6	Hedging Agreement
---	---

Notwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement entered into by a Borrower in connection with the Facility.

35	Calculations and Certificates
35.1	Accounts
---	---

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

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35.2	Certificates and determinations

Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

35.3	Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.

36	Partial Invalidity

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

37	Remedies and Waivers
(a)	No failure to exercise, nor any delay in exercising, on the part of the Lender or any Receiver or Delegate, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of the Lender or any Receiver or Delegate shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.
---	---
(b)	No variation or amendment of a Finance Document shall be valid unless in writing and signed by the Lender.
---	---
38	Entire Agreement
---	---
(a)	This Agreement, in conjunction with the other Finance Documents, constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.
---	---
(b)	Each Obligor acknowledges that it has not entered into this Agreement or any other Finance Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or in any other Finance Document.
---	---
39	Settlement or Discharge Conditional
---	---

Any settlement or discharge under any Finance Document between the Lender and any Transaction Obligor shall be conditional upon no security or payment to the Lender by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

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40	Irrevocable Payment

If the Lender considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to the Lender under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

41	Amendments
41.1	Changes to reference rates
---	---
(a)	If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to:
---	---
(i)	providing for the use of a Replacement Reference Rate in place of that Published Rate; and
---	---

(ii)

(A)	aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B)	enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
---	---
(C)	implementing market conventions applicable to that Replacement Reference Rate;
---	---
(D)	providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
---	---
(E)	adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),
---	---

may be made with the consent of the Lender and the Borrowers.

(b)	An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on the Loan or any part of the Loan under this Agreement to any recommendation of a Relevant Nominating Body which is issued on or after the date of this Agreement, may be made with the consent of the Lender and the Borrowers.
(c)	In this Clause 41.1 (Changes to reference rates):
---	---

“Published Rate” means:

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(a)	SOFR; or
(b)	Term SOFR for any Quoted Tenor.
---	---

“Published Rate Contingency Period” means, in relation to:

(a)	Term SOFR (all Quoted Tenors), ten US Government Securities Business Days; and
(b)	SOFR, ten US Government Securities Business Days.
---	---

“Published Rate Replacement Event” means, in relation to a Published Rate:

(a)	the methodology, formula or other means of determining that Published Rate has, in the opinion of the Lender and the Borrowers, materially changed;

(b)

(i)

(A)	the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or
(B)	information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,
---	---

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

(ii)	the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;
(iii)	the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or
---	---
(iv)	the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
---	---
(c)	the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
---	---
(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Lender and the Borrowers) temporary; or
---	---

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(ii)	that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than the applicable Published Rate Contingency Period; or
(d)	in the opinion of the Lender and the Borrowers, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.
---	---

“Quoted Tenor” means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

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

“Replacement Reference Rate” means a reference rate which is:

(e)	formally designated, nominated or recommended as the replacement for a Published Rate by:
(i)	the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or
---	---
(ii)	any Relevant Nominating Body,
---	---

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

(f)	in the opinion of the Lender and the Borrowers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or
(g)	in the opinion of the Lender and the Borrowers, an appropriate successor or alternative to a Published Rate.
---	---
41.2	Obligor Intent
---	---

Without prejudice to the generality of Clauses 1.2 (Construction), 17.4 (Waiver of defences) and 18.2 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

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42	Confidential Information
42.1	Confidentiality
---	---

The Lender agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 42.2 (Disclosure of Confidential Information) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

42.2	Disclosure of Confidential Information

The Lender may disclose:

(a)	to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, insurers, insurance advisors, insurance brokers, partners and Representatives such Confidential Information as the Lender shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b)	to any person:
---	---
(i)	to (or through) whom it assigns (or may potentially assign) all or any of its rights and/or obligations under one or more Finance Documents and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;
---	---
(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;
---	---
(iii)	appointed by the Lender or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;
---	---
(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;
---	---
(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
---	---
(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;
---	---

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(vii)	to whom or for whose benefit the Lender charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 28.3 (Security over Lender’s rights);
(viii)	which is a classification society;
---	---
(ix)	who is a Party, a member of the Group or any related entity of a Transaction Obligor;
---	---
(x)	as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or
---	---
(xi)	with the consent of the Parent Guarantor;
---	---

in each case, such Confidential Information as the Lender shall consider appropriate if:

(A)	in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B)	in relation to sub-paragraphs (iv) and (viii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; and
---	---
(C)	in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender, it is not practicable so to do in the circumstances;
---	---
(c)	to any person appointed by the Lender or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/ Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrowers and the Lender;
---	---
(d)	to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.
---	---

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42.3	DAC6

Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.

42.4	Entire agreement

This Clause 42 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Lender under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

42.5	Inside information

the Lender acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Lender undertakes not to use any Confidential Information for any unlawful purpose.

42.6	Notification of disclosure

The Lender agrees (to the extent permitted by law and regulation) to inform the Borrowers:

(a)	of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 42.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 42 (Confidential Information).
---	---
42.7	Continuing obligations
---	---

The obligations in this Clause 42 (Confidential Information) are continuing and, in particular, shall survive and remain binding on the Lender for a period of 12 months from the earlier of:

(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and the Commitment has been cancelled or otherwise ceased to be available; and
(b)	the date on which the Lender otherwise ceases to be the Lender.
---	---
43	Confidentiality of Funding Rates
---	---
43.1	Confidentiality and disclosure
---	---
(a)	The Lender and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraph (b) below.
---	---
(b)	Each Obligor may disclose any Funding Rate, to:
---	---

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(i)	any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding Rate is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;
(ii)	any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange (including, for the avoidance of any doubt, any filing requirements thereunder) or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
---	---
(iii)	any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
---	---
(iv)	any person with the consent of the Lender.
---	---
43.2	Related obligations
---	---
(a)	Each Obligor acknowledges that each Funding Rate is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each Obligor undertakes not to use any Funding Rate for any unlawful purpose.
---	---
(b)	Each Obligor agrees (to the extent permitted by law and regulation) to inform the Lender:
---	---
(i)	of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (b) of Clause 43.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
---	---
(ii)	upon becoming aware that any information has been disclosed in breach of this Clause 43 (Confidentiality of Funding Rates).
---	---
43.3	No Event of Default
---	---

No Event of Default will occur under Clause 27.4 (Other obligations) by reason only of an Obligor’s failure to comply with this Clause 43 (Confidentiality of Funding Rates).

​ 111

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44	Counterparts

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

​

​ 112

​ Section 11

Governing Law and Enforcement

45	Governing Law

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

46	Enforcement
46.1	Jurisdiction
---	---
(a)	Unless specifically provided in another Finance Document in relation to that Finance Document, the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute regarding the existence, validity or termination of any Finance Document or any non-contractual obligation arising out of or in connection with any Finance Document) (a “Dispute”).
---	---
(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.
---	---
(c)	To the extent allowed by law, this Clause 46.1 (Jurisdiction) is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.
---	---
46.2	Service of process
---	---
(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):
---	---
(i)	irrevocably appoints Saville Notaries LLP of London, at its registered office for the time being, presently at 11 Old Jewry, London, EC2R 8DU, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
---	---
(ii)	agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
---	---
(b)	If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrowers (on behalf of all the Obligors) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another agent for this purpose.
---	---

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

​ 113

​ Schedule 1

The Parties

Part A

The Obligors

Name of Borrower	Place of	Registration number	Address for Communication
​	Incorporation	(or equivalent, if any)	​
​	​	​	​
THETA NAVIGATION LTD	Marshall Islands	109610	c/o OET Chartering Inc.<br><br>Address: Ethnarchou Makariou Ave., & 2 D., Falireos Street<br><br>185 47 New Faliro, Piraeus, Greece<br><br>Email:<br><br>Fax:<br><br>Attn: Mrs. Thalia Kalafati
​	​	​	​
MOONSPRITE SHIPPING CORP.	Marshall Islands	96018	c/o OET Chartering Inc.<br><br>Address: Ethnarchou Makariou Ave., & 2 D., Falireos Street<br><br>185 47 New Faliro, Piraeus, Greece<br><br>Email:<br><br>Fax:<br><br>Attn: Mrs. Thalia Kalafati
​	​	​	​
Name of Parent	Place of	Registration number	Address for Communication
Guarantor	Incorporation	(or equivalent, if any)	​
​	​	​	​
OKEANIS ECO TANKERS CORP.	Marshall Islands	96382	c/o OET Chartering Inc.<br><br>Address: Ethnarchou Makariou Ave., & 2 D., Falireos Street<br><br>185 47 New Faliro, Piraeus, Greece<br><br>Email:<br><br>Fax:<br><br>Attn: Mrs. Thalia Kalafati
​	​	​	​

​

​ 114

​ Part B

The Original Lender

Name of Original Lender	Commitment	Address for Communication
ALPHA BANK S.A.	$130,000,000	93 Akti Miaouli<br>Piraeus 185 38<br>Greece<br><br>Attention: Konstantinos Flokos/Evangelia Makri<br><br>​<br><br>Email:
​	​	​

​

​ 115

​ Schedule 2

Conditions Precedent

Part A

Conditions Precedent to Utilisation Request

​ 116

​ Part B

Conditions Precedent to Utilisation

​

​ 117

​ Schedule 3

Requests

Part A

Utilisation Request

​ 118

​ Part B

Selection Notice

​ 119

​ Schedule 4

Details of The Ships

​	​	​	​	​	​	​	​	​
Ship	Ship name	Borrower owning the Ship	Type	Approved Flag	Approved Classification Society	Approved Classification	Approved Commercial Manager	Approved Technical Manager
Ship A	“NISSOS NIKOURIA”<br><br>IMO 9920760<br><br>​	THETA NAVIGATION LTD	Oil carrier	Marshall Islands	ABS	✠ A1 Tanker for oil BIS BMON BWM (T) Clean CMON COAT-PSPC (B, C) CSR E0 ESP Fuel ready (LNG[MEc]) LCS Recyclable SPM TMON oil lubricated) VCS (2, B) ER (EGCS Open, SCR, TIER III)	OET Chartering Inc.	Kyklades Maritime Corporation
Ship B	“NISSOS ANAFI”<br><br>IMO 9856086<br><br>​	MOONSPRITE SHIPPING CORP.<br><br>​	Oil carrier	Marshall Islands	ABS	✠ A1, Oil Carrier, ESP, (E), ✠ AMS, ✠ ACCU, CPS, CSR, AB-CM	OET Chartering Inc.	Kyklades Maritime Corporation

​

​ 120

​ Schedule 5

Form of Compliance Certificate

​ 121

​ Schedule 6

Timetables

​ 122

​ Execution Pages

BORROWERS

​

​	​
SIGNED by Thaleia Kalafati	) /s/ Thaleia Kalafati
duly authorised	)
attorney in fact	)
for and on behalf of	)
THETA NAVIGATION LTD	​
in the presence of:	)
​	​
Witness’ signature:	) /s/ Natalia Stameni
Witness’ name:	) Natalia Stamen
Witness’ address:	)Watson Farley & Williams
​	348 Syngrou Avenue
​	Kallithea 176 74
​	Athens - Greece
​	​
SIGNED by Thaleia Kalafati	) /s/ Thaleia Kalafati
duly authorised	)
attorney in fact	)
for and on behalf of	)
MOONSPRITE SHIPPING CORP.	)
in the presence of:	)
​	​
Witness’ signature:	) /s/ Natalia Stameni
Witness’ name:	) Natalia Stamen
Witness’ address:	) Watson Farley & Williams
​	348 Syngrou Avenue
​	Kallithea 176 74
​	Athens - Greece
PARENT GUARANTOR	​
​	​
SIGNED by Thaleia Kalafati	) /s/ Thaleia Kalafati
duly authorised	)
attorney in fact	)
for and on behalf of	)
OKEANIS ECO TANKERS CORP.	)
in the presence of:	)
​	​
Witness’ signature:	) /s/ Natalia Stameni
Witness’ name:	) Natalia Stameni
Witness’ address:	) Watson Farley & Williams
​	348 Syngrou Avenue
​	Kallithea 176 74
​	Athens - Greece

​

​ 123

​

​	​	​
ORIGINAL LENDER	​	​
​	​	​
SIGNED by	) /s/ N.D. Kagkarakis	/s/ C.G. Aroni
duly authorised	) N.D. Kagkarakis	C.G. Aroni
for and on behalf of	)	​
ALPHA BANK S.A.	)	​
in the presence of:	)	​
​	​	​
Witness’ signature:	) /s/ Natalia Stameni	​
Witness’ name:	) Natalia Stameni	​
Witness’ address:	) Watson Farley & Williams	​
​	348 Syngrou Avenue	​
​	Kallithea 176 74	​
​	Athens - Greece	​

​ 124

Exhibit 4.15 EXECUTION VERSION

Dated 17 June 2025

​

US$65,000,000

TERM LOAN FACILITY

​

ARK MARINE S.A.

as Borrower

and

OKEANIS ECO TANKERS CORP.

as Guarantor

and

E.SUN COMMERCIAL BANK, LTD., (INCORPORATED IN TAIWAN WITH LIMITED LIABILITY), HONG KONG BRANCH

as Arranger

and

E.SUN COMMERCIAL BANK, LTD. (INCORPORATED IN TAIWAN WITH LIMITED LIABILITY)

as Facility Agent

and

E.SUN COMMERCIAL BANK, LTD., (INCORPORATED IN TAIWAN WITH LIMITED LIABILITY), HONG KONG BRANCH

as Security Agent

​

FACILITY AGREEMENT

relating to

the refinancing of certain existing indebtedness secured on m.t. “NISSOS KEA”

​

​

​ Index

​	​	​
Clause	​	Page
​		​
Section 1 Interpretation		2
1	Definitions and Interpretation	2
Section 2 The Facility		30
2	The Facility	30
3	Purpose	31
4	Conditions of Utilisation	31
Section 3 Utilisation		33
5	Utilisation	33
Section 4 Repayment, Prepayment and Cancellation		35
6	Repayment	35
7	Prepayment and Cancellation	36
Section 5 Costs of Utilisation		41
8	Interest	41
9	Interest Periods	44
10	Changes to the Calculation of Interest	45
11	Fees	47
Section 6 Additional Payment Obligations		48
12	Tax Gross Up and Indemnities	48
13	Increased Costs	52
14	Other Indemnities	54
15	Mitigation by the Finance Parties	57
16	Costs and Expenses	57
Section 7 Guarantees		59
17	Guarantee and Indemnity	59
18	Intentionally left blank	61
Section 8 Representations, Undertakings and Events of Default		62
19	Representations	62
20	Information Undertakings	69
21	Financial Covenants	74
22	General Undertakings	75
23	Insurance Undertakings	82
24	Ship Undertakings	88
25	Security Cover	97
26	Accounts, application of Earnings and hedge receipts	99
27	Events of Default	101
Section 9 Changes to Parties		106
28	Changes to the Lenders	106
29	Changes to the Transaction Obligors	111
Section 10 The Finance Parties		113
30	The Facility Agent and the arranger	113
31	The Security Agent	126
32	Conduct of Business by the Finance Parties	141
33	Sharing among the Finance Parties	141
Section 11 Administration		143
34	Payment Mechanics	143
35	Set-Off	146
36	Bail-In	147

​

​ ​

​

​	​	​
37	Notices	147
38	Calculations and Certificates	149
39	Partial Invalidity	150
40	Remedies and Waivers	150
41	Entire Agreement	150
42	Settlement or Discharge Conditional	150
43	Irrevocable Payment	150
44	Amendments and Waivers	151
45	Confidential Information	154
46	Confidentiality of Funding Rates	158
47	Counterparts	160
Section 12 Governing Law and Enforcement		161
48	Governing Law	161
49	Enforcement	161
​		​
Schedules		​
​		​
Schedule 1 The Parties		162
​	Part A The Obligors	162
​	Part B The Original Lenders	163
​	Part C The Hedge Counterpaties	164
​	Part D The Servicing Parties	165
Schedule 2 Conditions Precedent and Subsequent		166
​	Part A Conditions Precedent to a Utilisation Request	166
​	Part B Conditions Precedent to Release Date	167
​	Part C Conditions Subsequent	168
Schedule 3 Requests		169
​	Part A Utilisation Request	169
​	Part B Selection Notice	170
Schedule 4 Form of Transfer Certificate		171
Schedule 5 Form of Assignment Agreement		172
Schedule 6 Form of Compliance Certificate		173
Schedule 7 Timetables		174
​		​
Execution		​
Execution Pages		175

​

​ ​

​ THIS AGREEMENT is made on 17 June 2025

PARTIES

(1)	ARK MARINE S.A., a corporation incorporated in the Republic of the Marshall Islands with registration number 109613 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as the borrower (the “Borrower”)
(2)	OKEANIS ECO TANKERS CORP., a corporation incorporated in the Republic of the Marshall Islands with registration number 96382 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as guarantor (the “Guarantor”)
---	---
(3)	E.SUN COMMERCIAL BANK, LTD., (INCORPORATED IN TAIWAN WITH LIMITED LIABILITY), HONG KONG BRANCH as arranger (the “Arranger”)
---	---
(4)	THE FINANCIAL INSTITUTION identified in Part B of Schedule 1 (The Parties) as lender (the “Lender”)
---	---
(5)	THE FINANCIAL INSTITUTION identified in Part C of Schedule 1 (The Parties) as hedge counterparty (the “Hedge Counterparty”)
---	---
(6)	E.SUN COMMERCIAL BANK, LTD. (INCORPORATED IN TAIWAN WITH LIMITED LIABILITY) as agent of the other Finance Parties (the “Facility Agent”)
---	---
(7)	E.SUN COMMERCIAL BANK, LTD., (INCORPORATED IN TAIWAN WITH LIMITED LIABILITY), HONG KONG BRANCH as security agent for the Secured Parties (the “Security Agent”)
---	---

BACKGROUND

(A)	The Lenders have agreed to make available to the Borrower a secured term loan facility in an aggregate amount not exceeding the lesser of (i) $65,000,000 and (ii) 60 per cent. of the Initial Market Value, for the purpose of paying the Existing Indebtedness and towards general corporate purpose.
(B)	The Hedge Counterparty has agreed to enter into interest rate swap transactions with the Borrower from time to time to hedge the Borrower’s exposure under this Agreement to interest rate fluctuations.
---	---
(C)	The Lenders and the Hedge Counterparty have agreed to share pari passu in the security to be granted to the Security Agent pursuant to this Agreement.
---	---

OPERATIVE PROVISIONS

​

​ ​

​ SECTION 1

INTERPRETATION

1	DEFINITIONS AND INTERPRETATION
1.1	Definitions
---	---

In this Agreement:

“2002 ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“Account Bank” means ABN AMRO Bank N.V., acting in such capacity through its office at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands or any replacement bank or other financial institution as may be approved by the Facility Agent acting with the authorisation of the Majority Lenders.

“Account Security” means a document creating Security over any Account in agreed form. “Accounts” means together, the Earnings Account and the Retention Account.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Alafouzos Family” means each member of the family of the disclosed individual, direct lineal descendants and any companies, trusts, funds, foundations or other legal entities established, created or incorporated from time to time by the aforementioned persons for the purpose of owning or controlling, whether directly or indirectly, the Borrower and Guarantor.

“Annex VI” means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (MARPOL) as modified by the Protocol of 1978 relating thereto.

“Approved Brokers” means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

“Approved Classification” means X1A Tanker for oil BIS BMON BWM(T) Clean CMON COAT- PSPC (B, C) CSR E0 ESP Fuel ready(LNG[MEc]) LCS Recyclable SPM TMON(oil lubricated) VCS(2, B) ER(EGCS Open, SCR, TIER III) with the Approved Classification Society or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

“Approved Classification Society” means Det Norske Veritas (DNV) or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders (such consent not to be unreasonably withheld or delayed).

“Approved Commercial Manager” means OET Chartering Inc., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 or any other person approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders (in their sole discretion) as the commercial manager of the Ship.

​ 2

​ “Approved Flag” means the flag of the Republic of the Marshall Islands or such other flag and, if applicable, port of registry approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders (such approval not to be unreasonably withheld or delayed).

“Approved Manager” means the Approved Commercial Manager or the Approved Technical Manager.

“Approved Technical Manager” means Kyklades Maritime Corporation, a corporation incorporated in the Republic of Liberia whose registered address is at 80 Broad Street, Monrovia, Liberia or any other person approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders as the technical manager of the Ship.

“Approved Valuer” means Arrow Valuations, Associated Shipbroking Monaco S.A.M., Braemar-ACM Valuations, Cass Technava, Clarksons-Platou, Fearnleys, Galbraith, Howe Robinson Partners, Lorentzen & Co., MB Shipbrokers, Pareto Shipbrokers, Simpson Spence Young (SSY) or Optima Shipbrokers (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Assignable Charter” means a Charter between the Borrower as owner and a charterer as charterer, the duration of which has or is capable of having, by virtue of any optional extensions, a duration exceeding 12 months, approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders (such approval not to be unreasonably withheld or delayed).

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including 30 June 2025 (or such longer period as the Facility Agent may accept in writing on the instructions of all the Lenders).

“Available Commitment” means a Lender’s Commitment minus:

(a)	the amount of its participation in the outstanding Loan; and
(b)	in relation to any proposed Utilisation, the amount of its participation in the Loan that is due to be made on or before the proposed Utilisation Date.
---	---

“Available Facility” means the aggregate for the time being of each Lender’s Available Commitment.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

​ 3

​ “Bail-In Legislation” means:

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

“Balloon Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“Break Costs” means:

(a)

the interest, excluding the Margin, which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or an Unpaid Sum to the last day of the current Interest Period in relation to the Loan, the relevant part of the Loan or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds

(b)	the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Athens, Amsterdam, Hong Kong and Taipei; and

(a)	New York; and
(b)	(in relation to the fixing of an interest rate) which is a US Government Securities Business Day.
---	---

“Central Bank Rate” means:

(a)	the short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or
(b)	if that target is not a single figure, the arithmetic mean of:
---	---
(i)	the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and
---	---
(ii)	the lower bound of that target range.
---	---

​ 4

​ “Central Bank Rate Adjustment” means, in relation to the Central Bank Rate prevailing at close of business on any US Government Securities Business Day, the 20 per cent. trimmed arithmetic mean (calculated by the Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding US Government Securities Business Days for which SOFR is available.

“Central Bank Rate Spreads” means in relation to any US Government Securities Business Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent between:

(a)	SOFR for the US Government Securities Business Day; and
(b)	the Central Bank Rate prevailing at the close of business on that US Government Securities Business Day.
---	---

“Change in Ultimate Beneficial Owner” means, in respect of an Obligor, any event by which a private individual:

(a)	acquires the legal and/or beneficial ownership (directly or indirectly) of 35 per cent. or more of the issued share capital of that Obligor; or
(b)	acquires the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to (directly or indirectly) cast, or control the casting of, 35 per cent. or more of the votes that might be cast at a general meeting of that Obligor; or
---	---
(c)	gains effective control over that Obligor
---	---

(such private individual being referred to as the “Ultimate Beneficial Owner”).

“Charter” means any charter relating to the Ship, or other contract for its employment, whether or not already in existence.

“Charter Guarantee” means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

“Charterparty Assignment” means the assignment creating Security over the rights of the Borrower under any Assignable Charter in respect of the Ship owned by the Borrower and any Charter Guarantee relative thereto in favour of the Security Agent in the agreed form.

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

“Commercial Management Agreement” means the agreement entered into between the Borrower and the Approved Commercial Manager regarding the commercial management of the Ship.

“Commitment” means:

(a)	in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Part B of Schedule 1 (The Parties) and the amount of any other Commitment transferred to it under this Agreement; and
(b)	in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,
---	---

​ 5

​ to the extent not cancelled, reduced or transferred by it under this Agreement.

“Compliance Certificate” means a certificate in the form set out in Schedule 6 (Form of Compliance Certificate) or in any other form agreed between the Guarantor and the Facility Agent.

“Confidential Information” means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a)	any member of the Group or any of its advisers; or
(b)	another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,
---	---

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i)	information that:
(A)	is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 45 (Confidential Information); or
---	---
(B)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
---	---
(C)	is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
---	---
(ii)	any Funding Rate.
---	---

“Confidentiality Undertaking” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrower and the Facility Agent.

“Corresponding Debt” means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection with the Finance Documents.

“Deed of Release” means a deed releasing the relevant Existing Security in agreed form.

“Default” means an Event of Default or a Potential Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

​ 6

​ “Disruption Event” means either or both of:

(a)	a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the 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, if applicable, any Transaction Obligor; or
(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Transaction Obligor preventing that, or any other, Party or, if applicable, any Transaction Obligor:
---	---
(i)	from performing its payment obligations under the Finance Documents; or
---	---
(ii)	from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,
---	---

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

“Document of Compliance” has the meaning given to it in the ISM Code.

“dollars” and “$” mean the lawful currency, for the time being, of the United States of America.

“Earnings” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or the Security Agent and which arise out of or in connection with or relate to the use or operation of the Ship, including (but not limited to):

(a)	the following, save to the extent that any of them is, with the prior written consent of the Facility Agent, pooled or shared with any other person:
(i)	all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;
---	---
(ii)	the proceeds of the exercise of any lien on sub-freights;
---	---
(iii)	compensation payable to the Borrower or the Security Agent in the event of requisition of the Ship for hire or use;
---	---
(iv)	remuneration for salvage and towage services;
---	---
(v)	demurrage and detention moneys;
---	---
(vi)	without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship;
---	---
(vii)	all moneys which are at any time payable under any Insurances in relation to loss of hire;
---	---

​ 7

​

(viii)	all monies which are at any time payable to the Borrower in relation to general average contribution; and
(b)	if and whenever the Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (viii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Ship.
---	---

“Earnings Account” means:

(a)	an account in the name of the Borrower with the Account Bank designated “ARK MARINE S.A. - Earnings Account”;
(b)	any other account in the name of the Borrower with the Account Bank which may, with the prior written consent of the Facility Agent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or
---	---
(c)	any sub-account of any account referred to in paragraphs (a) or (b) above.
---	---

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Environmental Approval” means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

“Environmental Claim” means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, “claim” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

“Environmental Incident” means:

(a)	any release, emission, spill or discharge of Environmentally Sensitive Material whether within the Ship or from the Ship into any other vessel or into or upon the air, water, land or soils (including the seabed) or surface water; or
(b)	any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than the Ship and which involves a collision between the Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Ship and/or any Transaction Obligor and/or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or
---	---
(c)	any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from the Ship and in connection with which the Ship is
---	---

​ 8

​ actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action.

“Environmental Law” means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

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

“Escrow Account” means the account designated as such in the Escrow Agreement.

“Escrow Agent” means Watson Farley and Williams LLP or such other escrow agent mutually appointed by the Borrower, the Existing Financier and the Security Agent in writing.

“Escrow Agreement” means the escrow letter dated on or about the date of this Agreement and entered into by the Borrower, the Existing Financier, the Security Agent and the Escrow Agent, in relation to the Loan.

“EU Bail-In Legislation Schedule” means the document described as such and published by the LMA from time to time.

“EU Blocking Regulation” means:

(a)	any provision of the Council Regulation (EC) No 2271/1996 of 22 November 1996 (as amended or replaced from time to time, or any law or regulation implementing such Regulation in any member state of the European Union or the United Kingdom); or
(b)	any similar blocking or anti-boycott law applicable to a Finance Party.
---	---

“EU Ship Recycling Regulation” means Regulation (EU) No. 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance).

“Event of Default” means any event or circumstance specified as such in Clause 27 (Events of Default).

“Existing Bareboat Charter” means a bareboat charter in respect of the Ship dated 21 March 2022 and entered into between the Borrower as charterer and the Existing Financier as owner, as amended and supplemented from to time to time.

“Existing Financier” means Sea 289 Leasing Co., Ltd., a company incorporated in Hong Kong whose registered address is at 27/F, Three Exchange Square, 8 Connaught Place, Hong Kong.

“Existing Indebtedness” means, at any date, the outstanding Financial Indebtedness in respect of the Ship, on that date, under the Existing Bareboat Charter (which is $62,822,132.45 at the date of this Agreement).

“Existing Security” means any Security created to secure the Existing Indebtedness under the Existing Bareboat Charter.

​ 9

​ “Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“FATCA” means:

(a)	sections 1471 to 1474 of the Code or any associated regulations;
(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
---	---
(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
---	---

“FATCA Application Date” means:

(a)	in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or
(b)	in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.
---	---

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

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

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between any of the Arranger, the Facility Agent and the Security Agent and any Obligor setting out any of the fees referred to in Clause 11 (Fees).

“Finance Document” means:

(a)	this Agreement;
(b)	any Fee Letter;
---	---
(c)	the Utilisation Request;
---	---
(d)	any Security Document;
---	---
(e)	any Hedging Agreement;
---	---
(f)	any Subordination Agreement;
---	---

​ 10

​

(g)	any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or
(h)	any other document designated as such by the Facility Agent and the Borrower.
---	---

“Finance Party” means the Facility Agent, the Security Agent, the Arranger, a Lender or a Hedge Counterparty.

“Financial Indebtedness” means any indebtedness for or in relation to:

(a)	moneys borrowed;
(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
---	---
(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
---	---
(d)	the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with IFRS, be treated as a balance sheet liability;
---	---
(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
---	---
(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;
---	---
(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative 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 derivative transaction, that amount) shall be taken into account);
---	---
(h)	any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
---	---
(i)	the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.
---	---

“Fleet Market Value” means the market value of a Fleet Vessel as evidenced pursuant to the Compliance Certificate.

“Fleet Vessel” means any ship (including, but not limited to the Ship) from time to time wholly owned, leased, managed or chartered in under capital leases and/or consolidated under the then most recent financial statement of the Guarantor, by the Guarantor (directly or indirectly by any of its Subsidiaries).

“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 10.3 (Cost of funds).

​ 11

​ “Further Shares” means any further shares in the Borrower at any time issued to the Guarantor, whether in addition to or in exchange or substitution for or replacement of any of the Initial Shares.

“General Assignment” means the general assignment creating Security over:

(a)	the Ship’s Earnings, its Insurances and any Requisition Compensation; and

(b)any Charter and any Charter Guarantee, in agreed form.

“Group” means each Obligor and each of its Subsidiaries for the time being and any entity which owns a vessel for the time being managed by the Approved Managers (including, but not limited to, the Borrower) and “member of the Group” should be construed accordingly.

“Hedge Receipts” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or the Security Agent by the Hedge Counterparty under a Hedging Agreement.

“Hedging Agreement” means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by the Borrower for the purpose of hedging interest payable under this Agreement.

“Hedging Agreement Security” means a hedging agreement security creating Security over the Borrower’s rights and interests in any Hedging Agreement, in agreed form.

“Hedging Close-Out Liabilities” means as at any relevant date the net aggregate amount in dollars which would be payable by the Borrower under a Hedging Agreement at the relevant determination date as a result of termination or closing out under any Hedging Agreement.

“Hedging Prepayment Proceeds” means any Hedge Receipts arising as a result of termination or closing out under a Hedging Agreement.

“Historic Term SOFR” means, in relation to the Loan or any part of the Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan and which is as of a day which is no more than three US Government Securities Business Days before the Quotation Day.

“Holding Company” means, in relation to a person, any other person in relation to which it is a Subsidiary.

“IAPPC” means a valid international air pollution prevention certificate in respect of that Ship issued under Annex VI.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Indemnified Person” has the meaning given to it in Clause 14.2 (Other indemnities).

“Initial Market Value” means the Market Value of the Ship as determined pursuant to the two or, as may be the case, three valuations provided under paragraph 6.7 of Part A of Schedule 2 (Conditions Precedent).

​ 12

​ “Initial Shares” means the shares in the Borrower referred to in paragraph (a) of Clause 19.3 (Share capital and ownership).

“Insurances” means:

(a)	all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association, effected in relation to the Ship, the Ship’s Earnings or otherwise in relation to the Ship whether before, on or after the date of this Agreement; and
(b)	all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.
---	---

“Interest Payment Date” has the meaning given to it in Clause 8.2 (Payment of interest).

“Interest Period” means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

“Interpolated Historic Term SOFR” means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either:
(i)	the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or any part of the Loan; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or any part of that Loan, the most recent SOFR for a day which is no more than five US Government Securities Business Days (and no less than two US Government Securities Business Days before the Quotation Day); and
---	---
(b)	the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or any part of that Loan.
---	---

“Interpolated Term SOFR” means, in relation to the Loan or any part of that Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either:
(i)	the applicable Term SOFR (as of the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or any part of that Loan; or
---	---

​ 13

​

(ii)	if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or any part of that Loan, SOFR for the day which is two US Government Securities Business Days before the Quotation Day; and
(b)	the applicable Term SOFR (as of the Quotation Day for the shortest period (for which Term SOFR is available)) which exceeds the Interest Period of the Loan or any part of that Loan.
---	---

“Inventory of Hazardous Material” means a document describing the materials present in the Ship’s structure and equipment that may be hazardous to human health or the environment along with their respective location and approximate quantities.

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

“ISPS Code” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

“ISSC” means an International Ship Security Certificate issued under the ISPS Code.

“Legal Reservations” means:

(a)	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;
(b)	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;
---	---
(c)	similar principles, rights and defences under the laws of any Relevant Jurisdiction; and
---	---
(d)	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 Clause 4 (Conditions of Utilisation).
---	---

“Lender” means:

(a)	any Original Lender; and
(b)	any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 28 (Changes to the Lenders),
---	---

which in each case has not ceased to be a Party as such in accordance with this Agreement.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“LMA” means the Loan Market Association or any successor organisation.

​

​ 14

​ “Loan” means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a “part of the Loan” means any part of the Loan as the context may require.

“Major Casualty” means any casualty to the Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency.

“Majority Lenders” means:

(a)	if no Loan has yet been made, a Lender or Lenders whose Commitments aggregate more than 66 ⅔ per cent. of the Total Commitments; or
(b)	at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66 ⅔ per cent. of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66 ⅔ per cent. of the Loan immediately before such repayment.
---	---

“Management Agreement” means a Technical Management Agreement or a Commercial Management Agreement.

“Manager’s Undertaking” means the letter of undertaking from the Approved Technical Manager and the letter of undertaking from the Approved Commercial Manager subordinating the rights of such Approved Technical Manager and such Approved Commercial Manager respectively against the Ship and the Borrower to the rights of the Finance Parties in agreed form.

“Mandatory Cost” has the meaning given to it in Clause 14.3 (Mandatory Cost). “Margin” means 1.35 per cent per annum.

“Market Disruption Rate” means the Reference Rate.

“Market Value” means, in relation to the Ship or any other vessel, at any date, an amount determined by the Facility Agent as being an amount equal to the market value of the Ship or vessel shown as the average of two valuations of the Ship or that vessel each prepared:

(a)	as at a date not more than 15 days previously;
(b)	by an Approved Valuer nominated by the Borrower and addressed to the Facility Agent;
---	---
(c)	with or without physical inspection of the Ship or vessel (as the Facility Agent may require); and
---	---
(d)	on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any Charter,
---	---

Provided that if the Market Value of the Ship or any other vessels as evidenced in one of the two valuations provided under paragraph (a) above differs by more than 10 per cent. from the other, then the Facility Agent shall obtain a third valuation prepared in accordance with the

​ 15

​ requirements referred under paragraph (a) above, and the Market Value of the Ship or any other vessel shall be determined as the arithmetic average of all three such valuations.

“Material Adverse Effect” means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(a)	the business, operations, property, condition (financial or otherwise) or prospects of each Obligor and/or the Group taken as a whole; or
(b)	the ability of an Obligor to perform its obligations under the Finance Documents; or
---	---
(c)	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 or any Finance Party under any of the Finance Documents.
---	---

“Minimum Liquidity Amount” has the meaning given to it in Clause 21.1 (Minimum Liquidity Amount).

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)	(subject to sub-paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
---	---
(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
---	---

The above rules will only apply to the last Month of any period.

“Mortgage” means a first priority or, as the case may be, first preferred ship mortgage on the Ship under the jurisdiction of an Approved Flag (together with, if applicable, a deed of covenants collateral thereto), each in agreed form.

“Obligor” means the Borrower or the Guarantor and, in the plural means, all of them.

“Original Financial Statements” means:

(a)	in relation to the Borrower, the unaudited financial statements for its financial year ended 31 December 2024; and
(b)	in relation to the Guarantor, the audited consolidated financial statements for its financial year ended 31 December 2024.
---	---

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

“Overseas Regulations” means the Overseas Companies Regulations 2009 (SI 2009/1801).

​ 16

​ “Parallel Debt” means any amount which an Obligor owes to the Security Agent under Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) or under that Clause as incorporated by reference or in full in any other Finance Document.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document

“Permitted Charter” means a Charter:

(a)	which is a time, voyage or consecutive voyage charter;
(b)	the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 Months plus a redelivery allowance of not more than 30 days;
---	---
(c)	which is entered into on bona fide arm’s length terms at the time at which the Ship is fixed; and
---	---
(d)	in relation to which not more than two months’ hire is payable in advance,
---	---

and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

“Permitted Financial Indebtedness” means:

(a)	any Financial Indebtedness incurred under the Finance Documents; and
(b)	until the Release Date, the Existing Indebtedness.
---	---

“Permitted Security” means:

(a)	Security created by the Finance Documents;
(b)	for the period until the Release Date, any Existing Security;
---	---
(c)	liens for unpaid master’s and crew’s wages in accordance with first class ship ownership and management practice and not being enforced through arrest;
---	---
(d)	liens for salvage;
---	---
(e)	liens for master’s disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and management practice and not being enforced through arrest; and
---	---
(f)	any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Ship:
---	---

​ 17

​

(i)	not as a result of any default or omission by the Borrower;
(ii)	not being enforced through arrest; and
---	---
(iii)	subject, in the case of liens for repair or maintenance, to Clause 24.16 (Restrictions on chartering, appointment of managers etc.); and
---	---
(g)	any right of pledge and/or set off under and pursuant to the general banking conditions (Algemene Bankvoorwaarden) of ABN AMRO Bank N.V.
---	---

“Poseidon Principles” means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time.

“Potential Event of Default” means any event or circumstance specified in Clause 27 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Prepositioning Date” means the date on which the Loan is remitted by the Facility Agent to the Escrow Account in accordance with Clause 5.6.

“Protected Party” has the meaning given to it in Clause 12.1 (Definitions).

“Quotation Day” means:

(a)	subject to paragraph (b) below, in relation to any period for which an interest rate is to be determined, two US Government Securities Business Days before the first day of that period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Facility Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days); or
(b)	if the Reference Rate, is or is based on, the Central Bank Rate, two US Government Securities Business Days before the first day of that period.
---	---

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

“Reference Rate” means, in relation to the Loan or any part of the Loan:

(a)	the applicable Term SOFR on the Quotation Day and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or
(b)	as otherwise determined pursuant to Clause 10 (Changes to the calculation of interest),
---	---

and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is

​ 18

​ managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Release Date” means the date of the release letter referred to in the Escrow Agreement or such other date as the Facility Agent, acting with the authorisation of all Lenders, may agree in writing with the Borrower.

“Relevant Jurisdiction” means, in relation to a Transaction Obligor:

(a)	its Original Jurisdiction;
(b)	any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;
---	---
(c)	any jurisdiction where it conducts its business; and
---	---
(d)	the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.
---	---

“Relevant Market” means the market for overnight cash borrowing collateralised by US Government Securities.

“Repayment Date” means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).

“Repayment Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).

“Repeating Representation” means each of the representations set out in Clause 19 (Representations) except Clause 19.10 (Insolvency), Clause 19.11 (No filing or stamp taxes) and Clause 19.12 (Deduction of Tax) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Requisition” means:

(a)	any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of the Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and
(b)	any capture or seizure of the Ship (including any hijacking or theft) by any person whatsoever.
---	---

“Requisition Compensation” includes all compensation or other moneys payable to the Borrower by reason of any Requisition or any arrest or detention of the Ship in the exercise or purported exercise of any lien or claim.

​ 19

​ “Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Restricted Finance Party” has the meaning given to it in Clause 19.33 (Sanctions) and Clause 22.22 (Sanctions).

“Restricted Party” means a person that is:

(a)	listed on, or owned or controlled by a person listed on any Sanctions List;
(b)	located in, organised under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory which is a subject of country-wide or territory-wide Sanctions (including, without limitation at the date of this Agreement, Cuba, Iran, North Korea, Syria and Sudan); or
---	---
(c)	otherwise a subject of Sanctions.
---	---

“Retention Account” means:

(a)	an account in the name of the Borrower with the Account Bank designated “ARK MARINE S.A. - Retention Account”;

(b)any other account with the Account Bank which may, with the prior written consent of the Facility Agent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)	any sub-account of any account referred to in paragraphs (a) or (b) above.

“Russian Oil Price Cap Measures” means the Russian oil price cap restrictions and requirements imposed by law or regulation of the United Kingdom, the Council of the European Union and the United States of America and any other similar restrictions on the supply or delivery or maritime transportation of Russian Oil Products applicable to any Obligor.

“Russian Oil Products” means oil and oil products falling within commodity codes 2709 or 2710 which originate in or are consigned from Russia.

“Safety Management Certificate” has the meaning given to it in the ISM Code.

“Safety Management System” has the meaning given to it in the ISM Code.

“Sanctions” means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority.

“Sanctions Authority” means:

(a)	the Security Council of the United Nations;
(b)	the United States;
---	---
(c)	the United Kingdom;
---	---
(d)	the European Union; and
---	---

​ 20

​

(e)	the governments and official institutions or agencies of any of the foregoing paragraphs, including without limitation the U.S. Office of Foreign Asset Control (“OFAC”), the U.S. Department of State, and His Majesty’s Treasury (“HMT”).

“Sanctions List” means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority, each as amended, supplemented or substituted from time to time.

“Secured Liabilities” means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under or in connection with each Finance Document.

“Secured Party” means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate.

“Security” means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

“Security Assets” means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Security Document” means:

(a)	any Mortgage;
(b)	any General Assignment;
---	---
(c)	any Account Security;
---	---
(d)	any Charterparty Assignment;
---	---
(e)	any Manager’s Undertaking;
---	---
(f)	any Hedging Agreement Security;
---	---
(g)	any Subordinated Debt Security;
---	---
(h)	any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or
---	---
(i)	any other document designated as such by the Facility Agent and the Borrower.
---	---

“Security Period” means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

“Security Property” means:

(a)	the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that Transaction Security;

​ 21

​

(b)	all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the Security Agent as trustee for the Secured Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by a Transaction Obligor or any other person in favour of the Security Agent as trustee for the Secured Parties;
(c)	the Security Agent’s interest in any turnover trust created under the Finance Documents;
---	---
(d)	any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties,
---	---

except:

(i)	rights intended for the sole benefit of the Security Agent; and
(ii)	any moneys or other assets which the Security Agent has transferred to the Facility Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.
---	---

“Selection Notice” means a notice substantially in the form set out in Part B of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

“Servicing Party” means the Facility Agent or the Security Agent.

“Shares” means:

(a)	the Initial Shares;
(b)	the Further Shares;
---	---
(c)	all dividends, interest or other distributions paid or payable or made on or in respect of the Initial Shares or the Further Shares;
---	---
(d)	all stocks, shares, rights, money or property accruing or offered by way of redemption, bonus, preference, option or otherwise to or in respect of the Initial Shares or the Further Shares; and
---	---
(e)	all allotments, accretions, offers, rights, benefits and other advantages and all other consensual rights accruing, offered or arising in respect of the Initial Shares or the Further Shares.
---	---

“Ship” means the 2022-built, 300323.2 dwt crude oil tanker registered in the ownership of the Borrower under an Approved Flag with the name “NISSOS KEA” and having IMO number 9920758.

“SOFR” means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

​ 22

​ “Specified Time” means a day or time determined in accordance with Schedule 7 (Timetables).

“Statement of Compliance” means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

“Subordinated Creditor” means:

(a)	a Transaction Obligor; or
(b)	any other person who becomes a Subordinated Creditor in accordance with this Agreement.
---	---

“Subordinated Debt Security” means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Security Agent in an agreed form.

“Subordinated Finance Document” means:

(a)	a Subordinated Loan Agreement; and
(b)	any other document relating to or evidencing Subordinated Liabilities.
---	---

“Subordinated Liabilities” means all indebtedness owed or expressed to be owed by the Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

“Subordinated Loan Agreement” means a loan agreement entered into or to be entered into between (i) the Borrower and (ii) a Subordinated Creditor.

“Subordination Agreement” means a subordination agreement entered into or to be entered into by any Subordinated Creditor and the Security Agent in agreed form.

“Subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Credit” has the meaning given to it in Clause 12.1 (Definitions).

“Tax Deduction” has the meaning given to it in Clause 12.1 (Definitions).

“Tax Payment” has the meaning given to it in Clause 12.1 (Definitions).

“Technical Management Agreement” means the agreement entered into between the Borrower and the Approved Technical Manager regarding the technical management of the Ship.

“Term SOFR” means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

​ 23

​ “Termination Date” means, the earlier of (i) the date falling seven years from the Utilisation Date and (ii) 30 June 2032.

“Third Parties Act” has the meaning given to it in Clause 1.5 (Third party rights).

“Total Commitments” means the aggregate of the Commitments, in an amount of $65,000,000, as set opposite the name of the Original Lenders under the heading “Total Commitments” in Part A of Schedule 1 (The Parties).

“Total Loss” means:

(a)	actual, constructive, compromised, agreed or arranged total loss of the Ship; or
(b)	any Requisition of the Ship unless the Ship is returned to the full control of the Borrower within 30 days of such Requisition.
---	---

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

(a)	in the case of an actual loss of the Ship, the date on which it occurred or, if that is unknown, the date when the Ship was last heard of;
(b)	in the case of a constructive, compromised, agreed or arranged total loss of the Ship, the earlier of:
---	---
(i)	the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and
---	---
(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with the Ship’s insurers in which the insurers agree to treat the Ship as a total loss; and
---	---
(c)	in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Facility Agent that the event constituting the total loss occurred.
---	---

“Transaction Document” means:

(a)	a Finance Document;
(b)	a Subordinated Finance Document;
---	---
(c)	any Charter; or
---	---
(d)	any other document designated as such by the Facility Agent and the Borrower.
---	---

“Transaction Obligor” means an Obligor, any Approved Manager who is a member of the Group or any other member of the Group who executes a Transaction Document.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower.

“Transfer Date” means, in relation to an assignment or a transfer, the later of:

​ 24

​

(a)	the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and
(b)	the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.
---	---

“UK Bail-In Legislation” means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Establishment” means a UK establishment as defined in the Overseas Regulations.

“Unpaid Sum” means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

“US” means the United States of America.

“US Government Securities Business Day” means any day other than:

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

“US Tax Obligor” means:

(a)	a person which is resident for tax purposes in the US; or
(b)	a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.
---	---

“Utilisation” means a utilisation of the Facility.

“Utilisation Date” means the date on which each Lender makes its participation in the Loan available to the Facility Agent.

“Utilisation Request” means a notice substantially in the form set out in Part A of Schedule 3 (Requests).

“VAT” means:

(a)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
(b)	any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.
---	---

“Vessel Documents” means:

(a)	any Management Agreement;

​ 25

​

(b)	any Charter (including without limitation, any Assignable Charter);
(c)	any valuation report;
---	---
(d)	any guarantee or letter of credit; or
---	---
(e)	any other document designated as such by the Facility Agent and the Borrower.
---	---

“Write-down and Conversion Powers” means:

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

1.2****Construction

(a)Unless a contrary indication appears, a reference in this Agreement to:

(i)	the “Account Bank”, the “Arranger”, the “Facility Agent”, any “Finance Party”, any “Lender”, any “Hedge Counterparty”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent”, any “Transaction Obligor” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;
(ii)	“assets” includes present and future properties, revenues and rights of every description;
---	---

​ 26

​

(iii)	a liability which is “contingent” means a liability which is not certain to arise and/or the amount of which remains unascertained;
(iv)	“document” includes a deed and also a letter, fax, email or telex;
---	---
(v)	“expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;
---	---
(vi)	a Lender’s “cost of funds” in relation to its participation in the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in the Loan or that part of the Loan for a period equal in length to the Interest Period of the Loan or that part of the Loan.
---	---
(vii)	a “Finance Document”, a “Security Document” or “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
---	---
(viii)	a “group of Lenders” includes all the Lenders;
---	---
(ix)	“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
---	---
(x)	“law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;
---	---
(xi)	“proceedings” means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;
---	---
(xii)	a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
---	---
(xiii)	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;
---	---
(xiv)	a provision of law is a reference to that provision as amended or re-enacted;
---	---
(xv)	a time of day is a reference to Taipei time;
---	---
(xvi)	any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;
---	---
(xvii)	words denoting the singular number shall include the plural and vice versa; and
---	---

​ 27

​

(xviii)	“including” and “in particular” (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.
(b)	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.
---	---
(c)	Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.
---	---
(d)	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.
---	---
(e)	A Potential 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.
---	---
(f)	A reference in this Agreement to Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.
---	---
1.3	Construction of insurance terms
---	---

In this Agreement:

“approved” means, for the purposes of Clause 23 (Insurance Undertakings), approved in writing by the Facility Agent.

“excess risks” means the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims.

“obligatory insurances” means all insurances effected, or which the Borrower is obliged to effect, under Clause 23 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.

“policy” includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association being a member of the International Group of Protection and Indemnity Associations, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

“war risks” includes the risk of mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 of the International Hull Clauses (1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute Time Clauses (Hulls) (1/10/83) or any equivalent provision.

​ 28

​

1.4	Agreed forms of Finance Documents

References in Clause 1.1 (Definitions) to any Finance Document being in “agreed form” are to that Finance Document:

(a)	in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Facility Agent); or
(b)	in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 44.2 (All Lender matters) applies, all the Lenders.
---	---
1.5	Third party rights
---	---
(a)	Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.
---	---
(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.
---	---
(c)	Any Affiliate, Receiver, Delegate or any other person described in paragraph (d) of Clause 14.2 (Other indemnities), paragraph (b) of Clause 30.11 (Exclusion of liability) or paragraph (b) of Clause 31.11 (Exclusion of liability) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.
---	---

​ 29

​ SECTION 2

THE FACILITY

2	THE FACILITY
2.1	The Facility
---	---

Subject to the terms of this Agreement, the Lenders make available to the Borrower a dollar term loan facility in an aggregate amount not exceeding the Total Commitments.

2.2	Finance Parties’ rights and obligations
(a)	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
---	---
(b)	The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Transaction Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by a Transaction Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Transaction Obligor.
---	---
(c)	A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.
---	---
2.3	Borrower’s agent
---	---
(a)	The Borrower by its execution of this Agreement irrevocably appoints the Guarantor to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:
---	---
(i)	the Guarantor on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by the Borrower notwithstanding that they may affect the Borrower, without further reference to or the consent of the Borrower; and
---	---
(ii)	each Finance Party to give any notice, demand or other communication to the Borrower pursuant to the Finance Documents to the Guarantor,
---	---

and in each case the Borrower shall be bound as though the Borrower itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)	Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Guarantor or given to the

​ 30

​ Guarantor under any Finance Document on behalf of the Borrower or in connection with any Finance Document (whether or not known to the Borrower) shall be binding for all purposes on the Borrower as if the Borrower had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Guarantor and the Borrower, those of the Guarantor shall prevail.

3	PURPOSE
3.1	Purpose
---	---

The Borrower shall apply all amounts borrowed by it under the Facility for the purpose of refinancing certain Existing Indebtedness secured on the Ship and towards general corporate purpose.

3.2	Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4	CONDITIONS OF UTILISATION
4.1	Initial conditions precedent
---	---

The Borrower may not deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.

4.2	Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.3(b) (Lenders’ participation) if:

(a)	on the date of the Utilisation Request, the proposed Utilisation Date, the Prepositioning Date and the Release Date and before the Loan is made available:
(i)	no Default is continuing or would result from the proposed Loan;
---	---
(ii)	the Repeating Representations to be made by each Transaction Obligor are true;
---	---
(iii)	no event or series of events has occurred since 24 April 2025 which has or is reasonably likely to have a Material Adverse Effect;
---	---
(iv)	no event described in paragraph (a) of Clause 7.5 (Change of Control) has occurred;
---	---
(v)	the Ship has neither been sold nor become a Total Loss; and
---	---
(b)	the Facility Agent has received on or before the Release Date, or is satisfied it will receive when the Loan is released according to the Escrow Agreement, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.
---	---

​ 31

​

4.3	Notification of satisfaction of conditions precedent
(a)	The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent).
---	---
(b)	Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.
---	---
4.4	Waiver of conditions precedent
---	---

If the Majority Lenders, at their discretion, permit the Loan to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrower shall ensure that that condition is satisfied within five Business Days after the Utilisation Date or Release Date (as applicable) or such later date as the Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrower.

​ 32

​ SECTION

3 UTILISATION

5	UTILISATION
5.1	Delivery of a Utilisation Request
---	---

The Borrower may make one Utilisation only under the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2	Completion of a Utilisation Request
(a)	A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
---	---
(i)	Each of the proposed Utilisation Date and proposed Release Date is a Business Day within the Availability Period;
---	---
(ii)	the currency and amount of the Loan comply with Clause 5.3 (Currency and amount);
---	---
(iii)	all applicable deductible items have been completed; and
---	---
(iv)	the proposed Interest Period complies with Clause 9 (Interest Periods).
---	---
(b)	Only one Utilisation may be requested in a Utilisation Request.
---	---
5.3	Currency and amount
---	---
(a)	The currency specified in a Utilisation Request must be dollars.
---	---
(b)	The amount of the proposed Loan must be an amount which is not more than the Available Facility.
---	---
5.4	Lenders’ participation
---	---
(a)	If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loan available on the Utilisation Date through its Facility Office.
---	---
(b)	The Facility Agent shall notify each Lender of the amount of the Loan and the amount of its participation in the Loan by the Specified Time.
---	---
5.5	Cancellation of Commitments
---	---

The Commitments which are unutilised at the end of the Availability Period shall then be cancelled.

5.6	Retention and payment to third parties

The Borrower irrevocably authorises the Facility Agent, on the Prepositioning Date, to pay, for the account of the Borrower, the amounts which the Facility Agent receives from the Lenders in respect of the Loan. That payment shall be made in like funds as the Facility Agent received from the Lenders in respect of the Loan, to the Escrow Account.

​ 33

​

5.7	Disbursement of the Loan to third party

Payment by the Facility Agent under Clause 5.6 (Retention and Payment to Third Parties) to a person other than the Borrower shall constitute the making of the Loan and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s participation in the Loan.

​ 34

​ SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6	REPAYMENT
6.1	Repayment of Loan
---	---

The Borrower shall repay the Loan by 28 equal consecutive quarterly instalments, each in the amount of $900,000 (each a “Repayment Instalment” and together the “Repayment Instalments”), the first of which shall be repaid on the date falling three Months after the Utilisation Date and the last one, together with a balloon instalment of $39,800,000 (the “Balloon Instalment”) shall be payable on the Termination Date.

6.2	Effect of cancellation and prepayment on scheduled repayments
(a)	If the Borrower cancels the whole or any part of any Available Commitment in accordance with Clause 7.7 (Right of repayment and cancellation in relation to a single Lender) or if the Available Commitment of any Lender is cancelled under Clause 7.1 (Illegality) then the Available Commitment shall be reduced pro rata by the amount of the Available Commitments so cancelled and subsequently the Repayment Instalments and the Balloon Instalment falling after that cancellation will be reduced pro rata.
---	---
(b)	If the whole or part of any Commitment is cancelled pursuant to Clause 5.5 (Cancellation of Commitments), the Available Commitment shall be reduced pro rata by the amount of the Commitments so cancelled and subsequently the Repayment Instalments and the Balloon Instalment falling after that cancellation will also be reduced pro rata by such amount.
---	---
(c)	If any part of the Loan is repaid or prepaid in accordance with Clause 7.7 (Right of replacement or repayment and cancellation in relation to a single Lender) or Clause 7.1 (Illegality) then the outstanding amount of the Loan shall be reduced pro rata by the amount of the Loan repaid or prepaid and subsequently the Repayment Instalments and the Balloon Instalment for each Repayment Date falling after that repayment or prepayment will be reduced pro rata by such amount.
---	---
(d)	If any part of the Loan is prepaid in accordance with Clause 7.2 (Voluntary prepayment of Loan), Clause 7.4 (Mandatory prepayment on sale, refinancing or Total Loss), Clause 7.10 (Mandatory prepayment of Hedging Prepayment Proceeds) or Clause 25.2(a), then the outstanding amount of the Loan shall be reduced pro rata by the amount of the Loan being prepaid and subsequently the amount of the Repayment Instalments and the Balloon Instalment for each Repayment Date falling after that repayment or prepayment will reduce be reduced pro rata by the amount of the Loan being repaid or prepaid.
---	---
6.3	Termination Date
---	---

On the Termination Date, the Borrower shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

6.4	Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

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​

7	PREPAYMENT AND CANCELLATION
7.1	Illegality
---	---

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan or to determine or charge interest rates based upon Term SOFR or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a)	that Lender shall promptly notify the Facility Agent upon becoming aware of that event;
(b)	upon the Facility Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled; and
---	---
(c)	the Borrower shall prepay that Lender’s participation in the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participation prepaid.
---	---
7.2	Voluntary prepayment on Increased Costs, Tax Gross-up and Tax indemnity
---	---

If a Lender makes a claim as a result of the occurrence of any of the12.2 (Tax Gross-Up), Clause 12.3 (Tax Indemnity) or Clause 13 (Increased Costs), then:

(a)	the Borrower may, if it gives the Facility Agent not less than ten (10) Business Days (or such shorter notice the Majority Lenders may agree) prior notice, that Lender’s participation in the Loan;
(b)	upon the Borrower notifying the Facility Agent, the Available Commitment of that Lender will be immediately cancelled;
---	---
(c)	that Lender’s corresponding Commitment shall be cancelled in the amount of the participation prepaid.
---	---
7.3	Voluntary prepayment of Loan
---	---
(a)	Subject to paragraph (b) below, the Borrower may, if it gives the Facility Agent not less than ten (10) Business Days irrevocable (or such shorter period as the Majority Lenders may agree) prior written notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of $500,000 or a multiple of that amount).
---	---
(b)	The Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).
---	---
7.4	Mandatory prepayment on sale, refinancing or Total Loss
---	---
(a)	If the Ship is sold (without prejudice to paragraph (a) of Clause 22.12 (Disposals)), refinanced by the Original Lenders or another bank or financial institution or becomes a Total Loss, the Borrower shall on the Relevant Date prepay the Loan together with accrued interest, and all other amounts accrued under the Finance Documents.
---	---

​ 36

​

(b)	In this Clause 7.4 (Mandatory prepayment on sale, refinancing or Total Loss):

“Relevant Date” means:

(a)	in the case of a sale of the Ship, on the earlier of:
(i)	the date on which the sale is completed by delivery of the Ship to the buyer of the Ship; and
---	---
(ii)	the date on which the sale proceeds are received by the Borrower.
---	---
(b)	in respect of a Total Loss of the Ship, on the earlier of:
---	---
(i)	the date falling 120 days after the Total Loss Date; and
---	---
(ii)	the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss; or
---	---
(c)	in case of refinancing, on or before the date on which the refinancing is completed.
---	---
7.5	Change of control
---	---
(a)	If:
---	---
(i)	Mr. Ioannis Alafouzos and Mr. Themistoklis Alafouzos cease to control (directly or indirectly) the Borrower or the Guarantor; or
---	---
(ii)	the Guarantor:
---	---
(A)	ceases to hold (directly or indirectly) the legal ownership of 100 per cent. of the issued shares of the Borrower;
---	---
(B)	loses the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to (directly or indirectly) cast, or control the casting of, 100 per cent. of the votes that might be cast at a general meeting of the Borrower; or
---	---
(C)	loses effective control over the Borrower; or
---	---
(iii)	Mr. Ioannis Alafouzos or a member of the Alafouzos Family no longer serves as the Chairman of the Guarantor.
---	---

the Obligors shall promptly notify the Facility Agent upon becoming aware of that event and the Facility Agent may (following any Lender’s demand), by no less than 10 days’ notice to the Borrower, cancel the Facility and declare the Loan, together with all accrued interest and all other amounts accrued under the Finance Documents, due and payable within 60 days of the Facility Agent’s notice upon which the Facility will be cancelled and the Loan and all such outstanding interest and other amounts will become due and payable within 60 days of such notice.

(b)	For the purpose of paragraph (a) above “control” means:
(i)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
---	---

​ 37

​

(A)	cast, or control the casting of, unless otherwise specified in paragraph (a) above, at least 35 per cent. of the maximum number of votes that might be cast at a general meeting of the Borrower and/or the Guarantor; or
(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of the Guarantor; or
---	---
(C)	give directions with respect to the operating and financial policies of the Guarantor with which the directors or other equivalent officers of the Guarantor are obliged to comply; and/or
---	---
(D)	the holding legally or beneficially (directly or indirectly) of, unless otherwise specified in paragraph (a) above, at least 35 per cent. of the issued shares of the Borrower and/or the Guarantor (excluding any part of those issued shares that carries no right to participate beyond a specified amount in a distribution of either profits or capital).
---	---
7.6	Mandatory prepayment on a Change in Ultimate beneficial ownership
---	---

If a Change in Ultimate Beneficial Owner occurs after the date of this Agreement and (i) a Lender has not been able to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks in respect of that Ultimate Beneficial Owner under all anti-money laundering or anti-terrorism financing laws and regulations applicable to it, or (ii) any Ultimate Beneficial Owner is not acceptable to that Lender, that Lender may notify the Facility Agent. Upon the Facility Agent notifying an Obligor:

(a)	the Available Commitments of that Lender will be immediately cancelled; and
(b)	that Lender’s participation in the Loan, together with all accrued interest and other amounts accrued or outstanding under the Finance Documents will be immediately due and payable.
---	---
7.7	Mandatory prepayment on delisting of the Guarantor
---	---

If the Guarantor’s shares cease to be quoted on both the New York Stock Exchange and Oslo Stock Exchange and is not listed on another reputable stock exchange reasonably approved by the Facility Agent:

(a)	the Guarantor shall promptly notify the Facility Agent upon becoming aware of that event;
(b)	a Lender shall not be obliged to fund a Utilisation;
---	---
(c)	if the Majority Lenders so require the Facility Agent shall, cancel the Available Commitment of each Lender; and
---	---
(d)	the Borrower shall prepay the Loan, together with all accrued interest and other amounts accrued or outstanding under the Finance Documents on or before the date of the delisting.
---	---
7.8	Mandatory prepayment on default under an Assignable Charter
---	---

If any of the events specified in Clause 27.7 (Insolvency), Clause 27.8 (Insolvency proceedings) or Clause 27.9 (Creditors’ process) occurs in relation to a charterer of an Assignable Charter, then:

​ 38

​

(a)	the Borrower shall promptly notify the Facility upon becoming aware of that event; and
(b)	if, in the reasonable opinion of the Majority Lenders, the occurrence of such event would adversely affect an Obligor’s performance of its obligations under any Finance Documents to which it is a party and if so required, the Facility Agent shall cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents due and payable within 60 days of the Facility Agent’s notice whereupon the Facility will be cancelled and all such outstanding interest and other amounts will be become due and payable within 60 days of such notice.
---	---
7.9	Right of repayment and cancellation in relation to a single Lender
---	---
(a)	If:
---	---
(i)	any sum payable to any Lender by a Transaction Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up) or under that Clause as incorporated by reference or in full in any other Finance Document; or
---	---
(ii)	any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs),
---	---

the Borrower may whilst the circumstance giving rise to the requirement for that increase or indemnification continues give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loan.

(b)	On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.
(c)	On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loan.
---	---
7.10	Mandatory prepayment of Hedging Prepayment Proceeds
---	---

Any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall be paid to the Security Agent on the date of such cancellation or prepayment and shall be applied on the last day of the next Interest Period for the Loan which ends after such payment in prepayment of the Loan.

7.11	Restrictions
(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 (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.
---	---
(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreement in connection with that prepayment and, subject to any Break Costs, without premium or penalty.
---	---
(c)	The Borrower may not reborrow any part of the Facility which is prepaid.
---	---

​ 39

​

(d)	The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
(e)	No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
---	---
(f)	If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lenders and/or Hedge Counterparties, as appropriate.
---	---
(g)	If all or part of any Lender’s participation in the Loan is repaid or prepaid, an amount of that Lender’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.
---	---
7.12	Application of prepayments
---	---

Any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality) or Clause 7.9 (Right of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that part of the Loan.

​ 40

​ SECTION 5

COSTS OF UTILISATION

8	INTEREST
8.1	Calculation of interest
---	---

The rate of interest on the Loan or any part of the Loan for an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)	Margin; and
(b)	Reference Rate.
---	---
8.2	Payment of interest
---	---
(a)	The Borrower shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an “Interest Payment Date”).
---	---
(b)	If an Interest Period is longer than three Months, the Borrower shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three Monthly intervals after the first day of the Interest Period.
---	---
8.3	Default interest
---	---
(a)	If a Transaction Obligor fails to pay any amount payable by it under a Finance Document other than a Hedging Agreement on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent. Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Obligors on demand by the Facility Agent.
---	---
(b)	If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:
---	---
(i)	the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and
---	---
(ii)	the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.
---	---
(c)	Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.
---	---

​ 41

​

8.4	Notifications
(a)	The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest relating to a Loan, any part of the Loan or any Unpaid Sum.
---	---
(b)	The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.
---	---
(c)	This Clause 8.4 (Notifications) shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day.
---	---
8.5	Hedging
---	---
(a)	The Borrower may enter into Hedging Agreements and shall after that date maintain such Hedging Agreements in accordance with paragraph (a) of this Clause 8.5 (Hedging).
---	---
(b)	Each Hedging Agreement shall:
---	---
(i)	be with a Hedge Counterparty and each Hedge Counterparty shall also be a Lender;
---	---
(ii)	be for a term ending on the Termination Date;
---	---
(iii)	have settlement dates coinciding with the Interest Payment Dates;
---	---
(iv)	be based on a 2002 ISDA Master Agreement in agreed form and otherwise in form and substance satisfactory to the Facility Agent; and
---	---
(v)	provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars.
---	---
(c)	The rights of the Borrower under any Hedging Agreement shall be charged or assigned by way of security under a Hedging Agreement Security.
---	---
(d)	The parties to the Hedging Agreement must comply with the terms of that Hedging Agreement.
---	---
(e)	Neither a Hedge Counterparty nor the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Agent.
---	---
(f)	Paragraph (e) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement Security.
---	---
(g)	If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed the Loan at that time, the Borrower must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed the Loan then or that will be outstanding.
---	---
(h)	Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (g) above will be apportioned as between those transactions pro rata.
---	---

​ 42

​

(i)	Paragraph (g) above shall not apply to any transactions in respect of any Hedging Agreement under which the Borrower has any actual or contingent indebtedness.
(j)	The Facility Agent must make a request under paragraph (g) above if so required by a Hedge Counterparty.
---	---
(k)	Neither a Hedge Counterparty nor the Borrower may terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part) except:
---	---
(i)	in accordance with paragraphs (g) – (i) above;
---	---
(ii)	on the occurrence of an Illegality or the Force Majeure (as such expression is defined in the relevant Hedging Agreement);
---	---
(iii)	in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under sub-paragraph (i) of paragraph (a) of Clause 27.19 (Acceleration) or, having served notice under sub-paragraph (ii) of paragraph (a) of Clause 27.19 (Acceleration), makes a demand;
---	---
(iv)	in the case of any other termination or closing out by a Hedge Counterparty or the Borrower, with the consent of the Facility Agent (acting on the instructions of the Majority Lenders);
---	---
(v)	if the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full;
---	---
(vi)	if a Lender ceases to be a Lender under this Agreement;
---	---
(i)	on the occurrence of any of the events set out in Clause 27.2 (Non-payment) or 27.7 (Insolvency); or
---	---
(ii)	on the occurrence of a Tax Event or a Tax Event upon Merger (as such expressions are defined in the relevant Hedging Agreement).
---	---
(l)	If a Hedge Counterparty or the Borrower terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part) in accordance with sub-paragraphs (ii), or (in the case of a Hedge Counterparty only) (iii) of paragraph (k) above, it shall promptly notify the Facility Agent of that termination or close out.
---	---
(m)	If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under sub-paragraph (iii) of paragraph (k) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent.
---	---
(n)	The Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if the Borrower which is a party to such Hedging Agreement is in breach of its payment obligations under any transaction in respect of that Hedging Agreement.
---	---
(o)	The Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning by way of security by the Borrower pursuant to the relevant Hedging Agreement Security of its rights under the Hedging Agreements to which it is party in favour of the Security Agent.
---	---

​ 43

​

(p)	Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.
(q)	The Security Agent shall not be liable for the performance of the Borrower’s obligations under a Hedging Agreement.
---	---
(r)	Neither the Borrower nor any Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under a Hedging Agreement without the consent of the Security Agent.
---	---
9	INTEREST PERIODS
---	---
9.1	Selection of Interest Periods
---	---
(a)	The Borrower may select the Interest Period for the Loan in the Utilisation Request. Subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), the Borrower may select each subsequent Interest Period in respect of the Loan in a Selection Notice.
---	---
(b)	Each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Borrower not later than the Specified Time.
---	---
(c)	If the Borrower fails to select an Interest Period in a Utilisation Request or fails to deliver a Selection Notice to the Facility Agent in accordance with paragraphs (a) and (b) above, the relevant Interest Period will, subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), be three Months.
---	---
(d)	Subject to this Clause 9 (Interest Periods), the Borrower may select an Interest Period of three (3) or six (6) Months or any other period agreed between the Borrower and the Facility Agent (acting on the instructions of Majority Lenders).
---	---
(e)	An Interest Period in respect of the Loan or any part of the Loan shall not extend beyond the Termination Date.
---	---
(f)	In respect of a Repayment Instalment, the Borrower may request in the relevant Selection Notice that an Interest Period for a part of the Loan equal to such Repayment Instalment shall end on the Repayment Date relating to it and, subject to paragraph (d) above, select a longer Interest Period for the remaining part of the Loan.
---	---
(g)	The first Interest Period for the Loan shall start on the Utilisation Date and, subject to paragraph (h) below, each subsequent Interest Period shall start on the last day of its preceding Interest Period.
---	---
(h)	Except for the purposes of paragraph (f) above and Clause 9.2 (Changes to Interest Periods), the Loan shall have one Interest Period only at any time.
---	---
(i)	No Interest Period shall be longer than six Months.
---	---
9.2	Changes to Interest Periods
---	---
(a)	In respect of a Repayment Instalment, the Facility Agent may establish an Interest Period for a part of the Loan equal to such Repayment Instalment to end on the Repayment Date relating
---	---

​ 44

​ to it and the remaining part of the Loan shall have the Interest Period selected in the relevant Selection Notice, subject to paragraph (d) of Clause 9.1 (Selection of Interest Periods).

(b)	If the Facility Agent makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods), it shall promptly notify the Borrower and the Lenders.
9.3	Non-Business Days
---	---

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10	CHANGES TO THE CALCULATION OF INTEREST
10.1	Unavailability of Term SOFR
---	---
(a)	Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the Reference Rate shall be the Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.
---	---
(b)	Historic Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Term SOFR, the Reference Rate shall be the Historic Term SOFR for the Loan or that part of the Loan.
---	---
(c)	Interpolated Historic Term SOFR: If paragraph (b) above applies but no Historic Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.
---	---
(d)	Fixed Central Bank Rate: If paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, the applicable Reference Rate for a period equal in length to the Interest Period of the Loan or the revenant part of the Loan shall be:
---	---
(i)	the percentage rate per annum which is the aggregate of:
---	---
(A)	the Central Bank Rate for the Quotation Day; and
---	---
(B)	the applicable Central Bank Rate Adjustment; or
---	---
(ii)	if the Central Bank Rate for the Quotation Day is not available, the percentage rate per annum which is the aggregate of:
---	---
(A)	the most recent Central Bank Rate for a day which is no more than five US Government Securities Business Days before the Quotation Day; and
---	---
(B)	the applicable Central Bank Rate Adjustment.
---	---
(e)	Cost of funds: If paragraph (d) above applies but it is not possible to calculate the aggregate of the Central Bank Rate and the Central Bank Rate Adjustment, there shall be no Reference Rate for the Loan or that part of the Loan (as applicable) and Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.
---	---

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​

10.2	Market disruption

If before close of business in Taipei on the Quotation Day for the relevant Interest Period, the Facility Agent received notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 35 per cent. of the Loan or that part of the Loan as appropriate) that its cost of funds relating to its participation in the Loan or that part of the Loan would be in excess of the applicable Market Disruption Rate then Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

10.3	Cost of funds
(a)	If this Clause 10.3 (Cost of funds) applies to the Loan or part of the Loan for an Interest Period, Clause 8.1 (Calculation of interest) shall not apply to the Loan or that part of the Loan for that Interest Period and the rate of interest on the Loan or that part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:
---	---
(i)	the Margin; and
---	---
(ii)	the weighted average of the rates notified to the Facility Agent by each Lender as soon as practicable and in any event within five Business Days after the first day of that Interest Period or, if earlier, on the date falling five Business Days before the date on which interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in the Loan or that part of the Loan.
---	---
(b)	If this Clause 10.3 (Cost of funds) applies and the Facility Agent or the Borrower so requires, the Facility Agent 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 or (as the case may be) an alternative basis for funding.
---	---
(c)	Subject to Clause 44.4 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.
---	---
(d)	If paragraph (e) below does not apply and any rate notified to the Facility Agent under sub- paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.
---	---
(e)	If this Clause 10.3 (Cost of funds) applies pursuant to Clause 10.2 (Market disruption) and a Lender’s Funding Rate is less than the applicable Market Disruption Rate, that Lender’s cost of funds relating to its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of sub-paragraph (ii) of paragraph (a) above, to be the applicable Market Disruption Rate.
---	---
(f)	If this Clause 10.3 (Cost of funds) applies but any Lender does not notify a rate to the Facility Agent by the time specified in sub-paragraph (ii) of paragraph (a) above the rate of interest shall be calculated on the basis of the rates notified by the remaining Lenders.
---	---
(g)	If this Clause 10.3 (Cost of funds) applies, the Facility Agent shall, as soon as practicable, notify the Borrower.
---	---

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​

10.4	Break Costs
(a)	The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day prior to the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.
---	---
(b)	Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become, or may become, payable.
---	---
11	FEES
---	---
11.1	Arrangement fee
---	---

The Borrower shall, on the Utilisation Date, pay to the Arranger a non-refundable arrangement fee in accordance with the Fee Letter.

​ 47

​ SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12	TAX GROSS UP AND INDEMNITIES
12.1	Definitions
---	---
(a)	In this Agreement:
---	---

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

(b)	Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.
(c)	This Clause 12 (Tax Gross Up and Indemnities) shall not apply to any Hedging Agreement.
---	---
12.2	Tax gross-up
---	---
(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
---	---
(b)	The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower and that Obligor.
---	---
(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
---	---
(d)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
---	---
(e)	Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance
---	---

​ 48

​ Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3	Tax indemnity
(a)	The Obligors shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.
---	---
(b)	Paragraph (a) above shall not apply:
---	---
(i)	with respect to any Tax assessed on a Finance Party:
---	---
(A)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or
---	---
(B)	under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,
---	---

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)	to the extent a loss, liability or cost:
(A)	is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or
---	---
(B)	relates to a FATCA Deduction required to be made by a Party.
---	---
(c)	A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors.
---	---
(d)	A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.
---	---
12.4	Tax Credit
---	---

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and
(b)	that Finance Party has obtained and utilised that Tax Credit,
---	---

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

​ 49

​

12.5	Stamp taxes

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

12.6	VAT
(a)	All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).
---	---
(b)	If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):
---	---
(i)	(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and
---	---
(ii)	(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
---	---
(c)	Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
---	---
(d)	Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union)) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a
---	---

​ 50

​ member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

(e)	In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.
12.7	FATCA Information
---	---
(a)	Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:
---	---
(i)	confirm to that other Party whether it is:
---	---
(A)	a FATCA Exempt Party; or
---	---
(B)	not a FATCA Exempt Party; and
---	---
(ii)	supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and
---	---
(iii)	supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation or exchange of information regime.
---	---
(b)	If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.
---	---
(c)	Paragraph (a) above shall not oblige any Finance Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute a breach of:
---	---
(i)	any law or regulation;
---	---
(ii)	any fiduciary duty; or
---	---
(iii)	any duty of confidentiality.
---	---
(d)	If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.
---	---
12.8	FATCA Deduction
---	---
(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase
---	---

​ 51

​ any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify each Obligor and the Facility Agent and the Facility Agent shall notify the other Finance Parties.
13	INCREASED COSTS
---	---
13.1	Increased costs
---	---
(a)	Subject to Clause 13.3 (Exceptions), the Borrower shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:
---	---
(i)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
---	---
(ii)	compliance with any law or regulation made,
---	---

in each case after the date of this Agreement; or

(iii)	the implementation, application of or compliance with Basel III, CRD IV or CRR or any law or regulation that implements or applies Basel III, CRD IV or CRR.
(b)	In this Agreement:
---	---
(i)	“Basel III” means:
---	---
(A)	the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
---	---
(B)	the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
---	---
(C)	any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.
---	---
(ii)	“CRD IV” means:
---	---
(A)	Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as amended by Regulation (EU) 2019/876;
---	---

​ 52

​

(B)	Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC as amended by Regulation (EU) 2019/878; and
(C)	any other law or regulation which implements Basel III.
---	---
(iii)	“CRR” means Regulations (EU) No. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012.
---	---
(iv)	“Increased Costs” means:
---	---
(A)	a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;
---	---
(B)	an additional or increased cost; or
---	---
(C)	a reduction of any amount due and payable under any Finance Document,
---	---

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2	Increased cost claims
(a)	A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.
---	---
(b)	Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.
---	---
13.3	Exceptions
---	---

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

(a)	attributable to a Tax Deduction required by law to be made by an Obligor;
(b)	attributable to a FATCA Deduction required to be made by a Party;
---	---
(c)	compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);
---	---
(d)	compensated for by any payment made pursuant to Clause 14.3 (Mandatory Cost);
---	---
(e)	attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or
---	---
(f)	incurred by a Hedge Counterparty in its capacity as such.
---	---

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​

14	OTHER INDEMNITIES
14.1	Currency indemnity
---	---
(a)	If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:
---	---
(i)	making or filing a claim or proof against that Obligor; or
---	---
(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
---	---

that Obligor shall, as an independent obligation, on demand, indemnify each Secured Party to which that Sum is due against any documented cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)	Each Obligor 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.
(c)	This Clause 14.1 (Currency indemnity) does not apply to any sum due to a Hedge Counterparty in its capacity as such.
---	---
14.2	Other indemnities
---	---
(a)	Each Obligor shall, on demand, indemnify each Secured Party against any cost, loss or liability incurred by it as a result of:
---	---
(i)	the occurrence of any Event of Default;
---	---
(ii)	a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 33 (Sharing among the Finance Parties);
---	---
(iii)	funding, or making arrangements to fund, its participation in the Loan 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 that Secured Party alone); or
---	---
(iv)	the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.
---	---
(b)	Each Obligor shall, on demand, indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to
---	---

​ 54

​ the condition or operation of, or any incident occurring in relation to, the Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

(c)	Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:
(i)	arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or
---	---
(ii)	in connection with any Environmental Claim.
---	---
(d)	Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
---	---
14.3	Mandatory Cost
---	---

The Borrower shall, on demand by the Facility Agent, pay to the Facility Agent for the account of the relevant Lender, such amount which any Lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate it for complying with:

(a)	in the case of a Lender lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank (or any other authority or agency which replaces all or any of its functions) in respect of loans made from that Facility Office; and
(b)	in the case of any Lender lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions),
---	---

which, in each case, is referable to that Lender’s participation in the Loan.

14.4	Indemnity to the Facility Agent

Each Obligor shall, on demand, indemnify the Facility Agent against:

(a)	any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:
(i)	investigating any event which it reasonably believes is a Default; or
---	---
(ii)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
---	---
(iii)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers (including, without limitation, insurance consultants) or experts as permitted under the Finance Documents; and
---	---

​ 55

​

(b)	any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 34.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.
14.5	Indemnity to the Security Agent
---	---
(a)	Each Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them:
---	---
(i)	in relation to or as a result of:
---	---
(A)	any failure by the Borrower to comply with its obligations under Clause 16 (Costs and Expenses);
---	---
(B)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
---	---
(C)	the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
---	---
(D)	the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
---	---
(E)	any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
---	---
(F)	any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
---	---
(G)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents.
---	---
(ii)	acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
---	---
(b)	The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
---	---

​ 56

​

15	MITIGATION BY THE FINANCE PARTIES
15.1	Mitigation
---	---
(a)	Each Finance Party 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 pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities), Clause 13 (Increased Costs) or paragraph (a) of Clause 14.3 (Mandatory Cost) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
---	---
(b)	Paragraph (a) above does not in any way limit the obligations of any Transaction Obligor under the Finance Documents.
---	---
15.2	Limitation of liability
---	---
(a)	Each Obligor shall, on demand, indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).
---	---
(b)	A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if either:
---	---
(i)	a Default has occurred and is continuing; or
---	---
(ii)	in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
---	---
16	COSTS AND EXPENSES
---	---
16.1	Transaction expenses
---	---

The Obligors shall, on demand, pay the Facility Agent, the Security Agent and the Arranger the amount of all documented costs and expenses (including legal and insurance consultant fees) reasonably incurred by any Secured Party in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

(a)	this Agreement and any other documents referred to in this Agreement or in a Security Document; and
(b)	any other Finance Documents executed after the date of this Agreement.
---	---
16.2	Amendment costs
---	---

Subject to Clause 16.4 (Reference rate transition costs) if:

(a)	a Transaction Obligor requests an amendment, waiver or consent; or
(b)	an amendment is required pursuant to Clause 34.9 (Change of currency); or
---	---
(c)	a Transaction Obligor requests, and the Security Agent agrees to, the release of all or any part of the Security Assets from the Transaction Security,
---	---

the Obligors shall, on demand, reimburse each of the Facility Agent and the Security Agent for the amount of all documented costs and expenses (including legal fees) reasonably incurred

​

​ 57

​ by each Secured Party in responding to, evaluating, negotiating or complying with that request or requirement.

16.3	Enforcement and preservation costs

The Obligors shall, on demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

16.4	Reference rate transition costs

The Borrower shall on demand reimburse the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by each Secured Party in connection with any amendment, waiver or consent relating to any change arising as a result of an amendment required under Clause 44.4 (Changes to reference rates).

​

​ 58

​ SECTION 7

GUARANTEES

17	GUARANTEE AND INDEMNITY
17.1	Guarantee and indemnity
---	---

The Guarantor irrevocably and unconditionally:

(a)	guarantees to each Finance Party punctual performance by each Transaction Obligor other than the Guarantor of all such other Transaction Obligor’s obligations under the Finance Documents;
(b)	undertakes with each Finance Party that whenever a Transaction Obligor other than the Guarantor does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and
---	---
(c)	agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Transaction Obligor other than the Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.
---	---
17.2	Continuing guarantee
---	---

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

17.3	Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 17 (Guarantee and Indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4	Waiver of defences

The obligations of the Guarantor under this Clause 17 (Guarantee and Indemnity) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:

​ 59

​

(a)	any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;
(b)	the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
---	---
(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
---	---
(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;
---	---
(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
---	---
(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
---	---
(g)	any insolvency or similar proceedings.
---	---
17.5	Immediate recourse
---	---

The Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 17 (Guarantee and Indemnity). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6	Appropriations

Until all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:

(a)	refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and
(b)	hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Clause 17 (Guarantee and Indemnity).
---	---
17.7	Deferral of Guarantor’s rights
---	---

All rights which the Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrower, any other Transaction Obligor or

​ 60

​ their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, the Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 (Guarantee and Indemnity):

(a)	to be indemnified by a Transaction Obligor;
(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor’s obligations under the Finance Documents;
---	---
(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Secured Party;
---	---
(d)	to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity);
---	---
(e)	to exercise any right of set-off against any Transaction Obligor; and/or
---	---
(f)	to claim or prove as a creditor of any Transaction Obligor in competition with any Secured Party.
---	---

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 34 (Payment Mechanics).

17.8	Additional security

This guarantee and any other Security given by the Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

17.9	Applicability of provisions of Guarantee to other Security

Clauses 17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver of defences), 17.5 (Immediate recourse), 17.6 (Appropriations), 17.7 (Deferral of Guarantor’s rights) and 17.8 (Additional security) shall apply, with any necessary modifications, to any Security which the Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

18	INTENTIONALLY LEFT BLANK

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​ SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

19	REPRESENTATIONS
19.1	General
---	---

Each Obligor makes the representations and warranties set out in this Clause 19 (Representations) to each Finance Party on the date of this Agreement.

19.2	Status
(a)	It is a corporation duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.
---	---
(b)	It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.
---	---
19.3	Share capital and ownership
---	---
(a)	The Borrower is authorised to issue 500 registered and/or bearer shares of no-par value common stock, all of which shares have been issued in registered form to the Guarantor.
---	---
(b)	The Guarantor:
---	---
(i)	is, solely legally and beneficially entitled to all rights in relation to the Shares which shall remain free of any Security; and
---	---
(ii)	has not disposed of, nor created or permitted any Security, right of set off or other equity or third party right to arise or exist on or over the Shares,
---	---

save for any Permitted Security.

(c)	There are no options or rights outstanding in relation to the Shares nor is there any other agreement by virtue of which any person is entitled to have issued or transferred to it, or to acquire any other right over, any shares of the Borrower.
(d)	Each Obligor is ultimately beneficially owned as permitted pursuant to Clause 7.5 (Change of Control).
---	---
(e)	None of the shares in the Borrower is subject to any option to purchase, pre-emption rights or similar rights.
---	---
19.4	Binding obligations
---	---

Subject to the Legal Reservations, the obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

19.5	Validity, effectiveness and ranking of Security
(a)	Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create, subject to the Legal Reservations and the Perfection
---	---

​ 62

​ Requirements, the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.

(b)	No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.
(c)	Subject to the Legal Reservations and the Perfection Requirements, the Transaction Security granted by it to the Security Agent or any other Secured Party has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking security.
---	---
(d)	No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.
---	---
19.6	Non-conflict with other obligations
---	---

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

(a)	any law or regulation applicable to it;
(b)	its constitutional documents; or
---	---
(c)	any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument.
---	---
19.7	Power and authority
---	---
(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents.
---	---
(b)	No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.
---	---
19.8	Validity and admissibility in evidence
---	---

All Authorisations required or desirable:

(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and
(b)	to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions, have been obtained or effected and are in full force and effect.
---	---
19.9	Governing law and enforcement
---	---
(a)	Subject to the Legal Reservations, the choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.
---	---

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(b)	Subject to the Legal Reservations, any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.
19.10	Insolvency
---	---

No:

(a)	corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 27.8 (Insolvency proceedings); or
(b)	creditors’ process described in Clause 27.9 (Creditors’ process),
---	---

has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 27.7 (Insolvency) applies to a member of the Group.

19.11	No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except the registration of the Mortgage at the Ship’s Registry where title of the Ship is registered in the ownership of the Borrower and payment of associated fees, which registration and fees will be made and paid promptly after the date of the relevant Finance Document.

19.12	Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

19.13	No default
(a)	No Event of Default and, on the date of this Agreement, the Utilisation Date, the Prepositioning Date and the Release Date, no Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.
---	---
(b)	No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries) assets are subject.
---	---
19.14	No misleading information
---	---
(a)	Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
---	---
(b)	The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
---	---

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(c)	Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.
19.15	Financial Statements
---	---
(a)	The Original Financial Statements were prepared in accordance with IFRS consistently applied.
---	---
(b)	The Original Financial Statements fairly represent the financial condition of the Guarantor as at the end of its relevant financial year and its results of operations during the relevant financial year.
---	---
(c)	There has been no material adverse change in its or any Transaction Obligor’s assets, business or financial condition (or the assets, business or consolidated financial condition of the Group), since 31 December 2024.
---	---
(d)	The most recent financial statements delivered pursuant to Clause 20.2 (Financial statements):
---	---
(i)	have been prepared in accordance with Clause 20.4 (Requirements as to financial statements); and
---	---
(ii)	fairly represent the financial condition of the Guarantor as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of the Guarantor).
---	---
(e)	Since the date of the most recent financial statements delivered pursuant to Clause 20.2 (Financial statements) there has been no material adverse change in the business, assets or financial condition (of the Guarantor or the business or consolidated financial condition of the Group).
---	---
19.16	Pari passu ranking
---	---

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

19.17	No proceedings pending or threatened
(a)	No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any other Transaction Obligor or any member of the Group.
---	---
(b)	No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it or any other Transaction Obligor or any member of the Group.
---	---

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19.18	Valuations
(a)	All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Facility Agent in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.
---	---
(b)	It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.
---	---
(c)	There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.
---	---
19.19	No breach of laws
---	---

It has not (and no other member of the Group has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

19.20	No Charter

Except as disclosed by the Borrower to the Security Agent in writing on or before the date of this Agreement, the Ship is not subject to any Charter other than a Permitted Charter.

19.21	Compliance with Environmental Laws

All Environmental Laws relating to the ownership, operation and management of the Ship and the business of each member of the Group (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

19.22	No Environmental Claim

No Environmental Claim has been made or threatened against any member of the Group or the Ship.

19.23	No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

19.24	ISM and ISPS Code compliance

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

19.25	Taxes paid
(a)	It is not and no other member of the Group is materially overdue in the filing of any Tax returns and it is not (and no other member of the Group is) overdue in the payment of any amount in respect of Tax.
---	---

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(b)	No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any other member of the Group) with respect to Taxes.
19.26	No Security or Financial Indebtedness
---	---
(a)	No Security exists over all or any of the present or future assets of the Borrower other than as permitted by the Finance Documents.
---	---
(b)	The Borrower will not have, as of the Utilisation Date, any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.
---	---
19.27	Overseas companies
---	---

No Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.

19.28	Good title to assets

It and each other member of the Group has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

19.29	Ownership
(a)	The Borrower is the sole legal and beneficial owner of the Ship, its Earnings and its Insurances.
---	---
(b)	With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Transaction Obligor.
---	---
(c)	The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrower on creation or enforcement of the security conferred by the Security Documents.
---	---
19.30	Centre of main interests and establishments
---	---

For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast)(the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in each case at the address for notices stated in Part A of Schedule 1, (The Parties) and it has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

19.31	Place of business

No Transaction Obligor has a place of business in any country other than the Hellenic Republic and its head office functions are carried out in each case at the address for communication stated in Part A of Schedule 1 (The Parties).

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19.32	No employee or pension arrangements

No Obligor has any employees or any liabilities under any pension scheme.

19.33	Sanctions
(a)	No Transaction Obligor:
---	---
(i)	is a Restricted Party;
---	---
(ii)	is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Restricted Party;
---	---
(iii)	owns or controls a Restricted Party; or
---	---
(iv)	has a Restricted Party serving as a director, officer or, to the best of its knowledge, employee.
---	---
(b)	No proceeds of the Loan shall be made available, directly or indirectly, to or for the benefit of a Restricted Party nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.
---	---
(c)	In relation to each Finance Party, for the purposes of this Clause 19.33 (Sanctions), the representations under this Clause 19.33 (Sanctions) shall only apply for the benefit of the Restricted Finance Party to the extent that this would not result in any violation of or conflict with or liability under the EU Blocking Regulation.
---	---
(d)	In connection with any amendment, waiver, determination or direction relating to any part of the provisions of this Clause 19.33 (Sanctions) of which a Lender does not have the benefit as a result of the application of paragraph (c) above, the Commitments of that Lender will be excluded for the purpose of determining whether the consent of the Majority Lenders has been obtained or whether the determination or direction by the Majority Lenders has been mad.
---	---
19.34	Immunity
---	---

None of the Transaction Obligors, nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit attachment prior to judgement, execution or other enforcement).

19.35	Anti-bribery, anti-corruption and anti-money laundering

No Transaction Obligor nor any of their Subsidiaries, directors or officers, or, to the best of their knowledge, any affiliate, agent or employee of them, has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction and each Transaction Obligor has instituted and maintain policies and procedures designed to prevent violation of such laws, regulations and rules.

19.36	Ship Representations

No Transaction Obligor is in breach of any Vessel Document.

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​

19.37	US Tax Obligor

No Transaction Obligor is a US Tax Obligor.

19.38	Disclosure of material facts

The Borrower is not aware of any material facts or circumstances which have not been disclosed to the Facility Agent and which might, if disclosed, have changed the decision of a person willing to make loan facilities of the nature contemplated by this Agreement available to the Borrower.

19.39	No adverse consequences

Subject to the Legal Reservations:

(a)	it is not necessary under the laws of the Relevant Jurisdictions of any of the Obligors:
(i)	in order to enable any Finance Party to enforce its rights under any Finance Documents; or
---	---
(ii)	by reason of the execution of any Finance Document or the performance by it of its obligations under Finance Document,
---	---

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of the Relevant Jurisdictions of any of the Obligors; and

(b)	no Finance Party is or will be deemed to be resident, domiciled or carrying on business in any of the Relevant Jurisdictions of any of the Obligors by reason only of the execution, performance and/or performance of any Finance Document.
19.40	Repetition
---	---

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of the Utilisation Request (and in the case of any Repeating Representations in respect of the Ships, commencing as from the Utilisation Date) and the first day of each Interest Period.

20	INFORMATION UNDERTAKINGS
20.1	General
---	---

The undertakings in this Clause 20 (Information Undertakings) remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.

20.2	Financial statements

The Obligors shall supply to the Facility Agent in sufficient copies for all the Lenders:

(a)	as soon as they become available, but in any event within 180 days after the end of its financial years the annual audited consolidated financial statements of the Guarantor for that financial year, commencing with the financial year ending on 31 December 2025;

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(b)	as soon as they become available, but in any event within 180 days after the end of each of its financial years, the individual management prepared accounts of the Borrower in a format approved by the Facility Agent, commencing with the financial year ending on 31 December 2025; and
(c)	as soon as the same become available, but in any event within 90 days after the end of the semi-annual period of each of its financial years, the unaudited, consolidated semi-annual management prepared accounts of the Guarantor in a format approved by the Facility Agent, commencing with the half year ending on 30 June 2025.
---	---
20.3	Compliance Certificate
---	---
(a)	The Obligors shall supply to the Facility Agent, with each set of audited and unaudited consolidated financial statements delivered pursuant to paragraphs (a) and (c) of Clause 20.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial Covenants) as at the date as at which those financial statements were drawn up (together with two valuations in respect of the Ships evidencing their Market Value).
---	---
(b)	Each Compliance Certificate shall be signed by an authorised signatory or an officer of the Guarantor.
---	---
20.4	Requirements as to financial statements
---	---
(a)	Each set of financial statements delivered by an Obligor pursuant to Clause 20.2 (Financial statements) shall be certified by an officer of that corporation as fairly representing its financial condition and operations as at the date as at which those financial statements were drawn up.
---	---
(b)	The Guarantor shall procure that each set of financial statements delivered pursuant to Clause 20.2 (Financial statements) is prepared using IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in IFRS, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Guarantor) deliver to the Facility Agent:
---	---
(i)	a description of any change necessary for those management accounts or, as the case may be, financial statements to reflect the IFRS, accounting practices and reference periods upon which the Original Financial Statements were prepared; and
---	---
(ii)	sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 21 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those management accounts or, as the case may be, financial statements and the Original Financial Statements.
---	---

Any reference in this Agreement to those management account or, as the case may be, financial statements, shall be construed as a reference to those management accounts or, as the case may be, financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

(c)	Each of the Borrower and the Guarantor shall procure that there is no change to its accounting reference date.

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20.5	DAC6
(a)	In this Clause 20.5 (DAC6), “DAC6” means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any replacement legislation applicable in the United Kingdom.
---	---
(b)	The Borrower shall supply to the Facility Agent:
---	---
(i)	promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Transaction Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6 or is required to be disclosed pursuant to The International Tax Enforcement (Disclosable Arrangements) Regulations 2023; and
---	---
(ii)	promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 or under The International Tax Enforcement (Disclosure Arrangements) Regulations 2023 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available).
---	---
20.6	Information: miscellaneous
---	---

Each Obligor shall and shall procure that each other Transaction Obligor shall supply to the Facility Agent:

(a)	all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;
(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current, threatened or pending against any member of the Group, and which might, if adversely determined, have a Material Adverse Effect;
---	---
(c)	promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member of the Group and which might have a Material Adverse Effect;
---	---
(d)	promptly, its constitutional documents where these have been amended or varied;
---	---
(e)	promptly, such further information and/or documents regarding:
---	---
(i)	the Ship, goods transported on the Ship, its Earnings and its Insurances;
---	---
(ii)	the Security Assets;
---	---
(iii)	compliance of the Transaction Obligors with the terms of the Finance Documents;
---	---
(iv)	the financial condition, business and operations and assets of the Group or any member of the Group or any Transaction Obligor;
---	---

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(v)	evidence of payment of expenses in respect of the Ship (including, without limitation, wages, allotments, insurance and pension contributions of each Ship’s crew).

as any Finance Party (through the Facility Agent) may reasonably request;

(f)	promptly upon becoming aware of any Change in Ultimate Beneficial Owner, the name of that Ultimate Beneficial Owner and such documentation and other evidence as is reasonably requested by the Facility Agent, the Security Agent or any Lender in order for the Facility Agent, the Security Agent or such Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that Ultimate Beneficial Owner; and
(g)	promptly, such further information and/or documents as any Finance Party (through the Facility Agent) may reasonably request so as to enable such Finance Party to comply with any laws applicable to it or as may be required by any regulatory authority.
---	---
20.7	Notification of Default
---	---
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor shall, notify the Facility Agent of any Default (including, without limitation, any indications of a Default under Clause 21 (Financial Covenants) or Clause 25.1 (Minimum Required Security Cover)) (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).
---	---
(b)	Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).
---	---
20.8	Use of websites
---	---
(a)	Each Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver any information in relation to those Lenders (the “Website Lenders”) which accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Facility Agent (the “Designated Website”) if:
---	---
(i)	the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;
---	---
(ii)	both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and
---	---
(iii)	the information is in a format previously agreed between the relevant Obligor and the Facility Agent.
---	---

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Facility Agent shall notify the Obligors accordingly and each Obligor shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

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(b)	The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Obligors or any of them and the Facility Agent.
(c)	An Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:
---	---
(i)	the Designated Website cannot be accessed due to technical failure;
---	---
(ii)	the password specifications for the Designated Website change;
---	---
(iii)	any new information which is required to be provided under this Agreement is posted onto the Designated Website;
---	---
(iv)	any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or
---	---
(v)	if that Obligor becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.
---	---

If an Obligor notifies the Facility Agent under sub-paragraph (i) or (v) of paragraph (c) above, all information to be provided by the Obligors under this Agreement after the date of that notice shall be supplied in paper form.

(d)	Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Obligors shall comply with any such request within 10 Business Days.
20.9	“Know your customer” checks
---	---
(a)	If:
---	---
(i)	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;
---	---
(ii)	any change in the status of a Transaction Obligor (or of a Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor or of a Holding Company of a Transaction Obligor) or the composition of the shareholders of an Obligor after the date of this Agreement; or
---	---
(iii)	a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer; or
---	---
(iv)	any anti-money laundering or anti-terrorism financing laws and regulations applicable to the Facility Agent or any Lender;
---	---

obliges a Finance Party (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for

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​ such Finance Party or, in the case of the event described in sub-paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)	Each Lender shall promptly upon the request of a Servicing Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Servicing Party (for itself) in order for that Servicing Party to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
21	FINANCIAL COVENANTS
---	---
21.1	Minimum Liquidity Amount
---	---
(a)	The Borrower shall maintain a minimum amount of cash (free of any Security, other than in favour of the Security Agent) standing to the credit of the Retention Account, in an aggregate amount of $500,000 and such amount shall remain credited in the Retention Account at all times throughout the remainder of the Security Period.
---	---
(b)	The Borrower shall provide a copy of the bank statement of the Retention Account at the following times:
---	---
(i)	together with the delivery of a Compliance Certificate to be provided in accordance with Clause 20.3 (Compliance Certificate); and
---	---
(ii)	at any other time requested in writing by the Facility Agent.
---	---
(c)	The Obligors shall immediately notify the Facility Agent if, prior to the delivery of a Compliance Certificate to be provided in accordance with Clause 20.3 (Compliance Certificate), any of the Obligors becomes aware that it is not or will not be in compliance with the financial covenants set out in this Clause 21 (Financial Covenants).
---	---
21.2	Guarantor’s Financial Covenants
---	---

The Guarantor shall ensure that at all times throughout the Security Period:

(a)	the Leverage Ratio shall not exceed 75 per cent; and
(b)	it shall maintain Liquid Assets (free of any Security and inclusive of any balances in time deposits) in an amount of not less than the higher of (i) $10,000,000 on an aggregate basis and (ii) $750,000 per Fleet Vessel.
---	---

For the purpose of this Clause 21.2 (Guarantor’s Financial Covenants):

“Accounting Information” means the annual audited and semi-annual unaudited, as the case may be, consolidated financial statements to be provided to the Facility Agent in accordance with Clause 21 (Financial statements) (as the context may require).

“Adjusted Total Assets” means, at any date, the amount which would be shown as “Total Assets” under the heading “ASSETS” in the balance sheet of the most recent Accounting Information as adjusted for the aggregate difference (positive or negative) between the book

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​ value (being the fixed asset value as per the most recent Accounting Information) and the Fleet Market Value minus the Liquid Assets.

“Leverage Ratio” means, at any date, the ratio (expressed as a percentage) of:

(a)	the Total Liabilities minus Liquid Assets; and
(b)	the Adjusted Total Assets.
---	---

“Liquid Assets” means, at any date, the amount of cash and cash equivalents which would be shown as “Cash and Cash Equivalents” under the heading “ASSETS” in the balance sheet of the most recent Accounting Information.

“Total Liabilities” means, at any date, the amount which would be shown as “Total current liabilities”, plus the amount which would be shown as “Total non-current liabilities”, both under the heading “LIABILITIES AND SHAREHOLDERS’ EQUITY” in the balance sheet of the most recent Accounting Information (which, for the avoidance of doubt, shall include potential leasing liabilities and shall only exclude shareholder loans when subordinated, non-interest bearing and not callable at will (minimum one year notice)).

22	GENERAL UNDERTAKINGS
22.1	General
---	---

The undertakings in this Clause 22.1 (General) remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

22.2	Authorisations

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and
(b)	supply certified copies to the Facility Agent of,
---	---

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of the Ship to enable it to:

(i)	perform its obligations under the Transaction Documents to which it is a party;
(ii)	ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction or in the state of the Approved Flag at any time of the Ship, of any Transaction Document to which it is a party; and
---	---
(iii)	own and operate the Ship (in the case of the Borrower).
---	---
22.3	Compliance with laws
---	---

Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations (including, without limitation, Sanctions) to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

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22.4	Environmental compliance

Each Obligor shall, and shall procure that each other Transaction Obligor will, and the Guarantor shall ensure that each other member of the Group will:

(a)	comply with all Environmental Laws;
(b)	obtain, maintain and ensure compliance with all requisite Environmental Approvals;
---	---
(c)	implement procedures to monitor compliance with and to prevent liability under any Environmental Law,
---	---

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

22.5	Environmental Claims

Each Obligor shall, and shall procure that each other Transaction Obligor will, (through the Guarantor) promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(a)	any Environmental Claim against any member of the Group which is current, pending or threatened; and
(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,
---	---

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

22.6	Taxation
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor will, and the Guarantor shall ensure that each other member of the Group will 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:
---	---
(i)	such payment is being contested in good faith;
---	---
(ii)	adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Facility Agent under Clause 20.2 (Financial statements); and
---	---
(iii)	such payment can be lawfully withheld.
---	---
(b)	No Obligor shall and the Obligors shall procure that no other Transaction Obligor will, change its residence for Tax purposes.
---	---
22.7	Overseas companies
---	---

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Facility Agent if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is

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​ required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

22.8	No change to centre of main interests

No Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 19.30 (Centre of main interests and establishments) and it will create no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

22.9	Pari passu ranking

Each Obligor shall, and shall procure that each other Transaction Obligor will, ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

22.10	Title
(a)	The Borrower holds the legal title to, and own the entire beneficial interest in the Ship, its Earnings and its Insurances.
---	---
(b)	With effect on and from its creation or intended creation, any other assets the subject of any Transaction Security created or intended to be created by the Borrower.
---	---
(c)	The Guarantor shall hold the legal title to, and own the entire beneficial interest in with effect on and from its creation or intended creation, any assets the subject of any Transaction Security created or intended to be created by the Guarantor.
---	---
22.11	Negative pledge
---	---
(a)	No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will create or permit to subsist any Security over any of its assets which are, in the case of members of any Transaction Obligor other than the Borrower, the subject of the Security created or intended to be created by the Finance Documents.
---	---
(b)	The Borrower shall not:
---	---
(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor or any other member of the Group;
---	---
(ii)	sell, transfer or otherwise dispose of any of its receivables on recourse terms;
---	---
(iii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
---	---
(iv)	enter into any other preferential arrangement having a similar effect,
---	---

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

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​

(c)	The Guarantor irrevocably and unconditionally undertakes that:
(i)	it will not pledge, assign, dispose of, not create or permit (nor agree to assign, charge, pledge, dispose of or create or permit) any Security or other third party right on or over the Shares other than in favour of the Security Agent;
---	---
(ii)	it is, and will remain throughout the Security Period be, solely legally and beneficially entitled to all rights in relation to the Shares; and
---	---
(iii)	it will procure that the Borrower shall issue no Further Shares other than to the Guarantor.
---	---
(d)	Paragraphs (a) and (b) above do not apply to any Permitted Security.
---	---
22.12	Disposals
---	---
(a)	The Borrower shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation the Ship, its Earnings or its Insurances).
---	---
(b)	The Guarantor will not transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not.
---	---
(c)	Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 24.16 (Restrictions on chartering, appointment of managers etc.).
---	---
22.13	Merger
---	---

The Borrower shall not enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

22.14	Change of business
(a)	The Guarantor shall procure that no substantial change is made to the general nature of the business of the Guarantor or the Group from that carried on at the date of this Agreement.
---	---
(b)	The Borrower shall not engage in any business other than the ownership and operation of the Ship.
---	---
22.15	Financial Indebtedness
---	---

The Borrower shall not incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

22.16	Expenditure

The Borrower shall not incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing the Ship and the Borrower shall ensure that all such expenditures are paid when due and payable.

22.17	Share capital

The Borrower shall not:

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​

(a)	purchase, cancel or redeem any of its issued shares; or
(b)	increase or reduce the number of shares that it is authorized to issue or change the par value of such shares or create any new class of shares.
---	---
22.18	Dividends
---	---

No Obligor shall following the occurrence of a Default which is continuing or where any of the following would result in the occurrence of a Default:

(a)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its issued shares (or any class of its issued shares);
(b)	repay or distribute any dividend or share premium reserve;
---	---
(c)	pay any management, advisory or other fee to or to the order of any of its shareholders; or
---	---
(d)	redeem, repurchase, defease, retire or repay any of its issued shares or resolve to do so.
---	---
22.19	Other transactions
---	---
(a)	The Borrower shall not:
---	---
(i)	be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor and where such loan or form of credit is Permitted Financial Indebtedness;
---	---
(ii)	give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which the Borrower assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents or in the ordinary course of business.
---	---
(iii)	enter into any material agreement other than:
---	---
(A)	the Transaction Documents;
---	---
(B)	any other agreement expressly allowed under any other term of this Agreement;
---	---
(C)	any agreement made in the ordinary course of business; and
---	---
(iv)	enter into any transaction on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length; or
---	---
(v)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks.
---	---
(b)	The Guarantor shall not enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to the Guarantor than those which it could obtain a bargain made at arms’ length.
---	---

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​

22.20	Unlawfulness, invalidity and ranking; Security imperilled

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

(a)	make it unlawful for a Transaction Obligor to perform any of its obligations under the Transaction Documents;
(b)	cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;
---	---
(c)	cause any Transaction Document to cease to be in full force and effect;
---	---
(d)	cause any Transaction Security to rank after, or lose its priority to, any other Security; and
---	---
(e)	imperil or jeopardise the Transaction Security.
---	---
22.21	Further assurance
---	---
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor will, (and the Guarantor shall procure that each member of the Group will) promptly, and in any event within the time period specified by the Security Agent do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Security Agent may specify (and in such form as the Security Agent may require in favour of the Security Agent or its nominee(s)):
---	---
(i)	to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance 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 Transaction Security) or for the exercise of any rights, powers and remedies of any of the Secured Parties provided by or pursuant to the Finance Documents or by law;
---	---
(ii)	to confer on the Security Agent or confer on the Secured Parties Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;
---	---
(iii)	to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or
---	---
(iv)	to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.
---	---
(b)	Each Obligor shall, and shall procure that each other Transaction Obligor will, (and the Guarantor shall procure that each member of the Group will) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the
---	---

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​ creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Secured Parties by or pursuant to the Finance Documents.

(c)	At the same time as an Obligor delivers to the Security Agent any document executed by itself or another Transaction Obligor pursuant to this Clause 22.21 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Security Agent a certificate signed by two of that Obligor’s or Transaction Obligor’s officers which shall:
(i)	set out the text of a resolution of that Obligor’s or Transaction Obligor’s board of directors specifically authorising the execution of the document specified by the Security Agent; and
---	---
(ii)	state that either the resolution was duly passed at a meeting of the board of directors validly convened and held, throughout which a quorum of directors entitled to vote on the resolution was present, or that the resolution has been signed by all the directors or officers and is valid under that Obligor’s or Transaction Obligor’s articles of association or other constitutional documents.
---	---
22.22	Sanctions
---	---
(a)	Each Obligor undertakes that it shall, and shall procure that each member of the Group will, comply with all applicable Sanctions.
---	---
(b)	No Obligor shall, and each Obligor shall procure that no member of the Group shall, become a Restricted Party or act on behalf of, or as an agent of, a Restricted Party to the extent this would lead to non-compliance by it or any other Party with any Sanctions.
---	---
(c)	No Obligor shall, and each Obligor shall procure that no other member of the Group shall, use, lend, contribute or otherwise make available any proceeds of the Loan or other transaction contemplated by this Agreement directly or indirectly for the purpose of financing any trade, business or other activities with any Restricted Party to the extent, in each case, such use, lending, contributing or otherwise making available such proceeds would lead to non- compliance by it or any other Party with any applicable Sanctions.
---	---
(d)	No Obligor shall, and each Obligor shall procure that no other member of the Group will, use any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or owing to the Finance Parties to the extent such use would lead to non-compliance by it or any other Party with any applicable Sanctions.
---	---
(e)	Each Obligor shall, and shall procure that each member of the Group will, procure that no proceeds from any activity of dealing with a Restricted Party are credit any bank account held with any Finance Party or any Affiliate of a Finance Party, to the extent crediting such bank account would lead to non-compliance by it, any Finance Party or any Affiliate of a Finance Party with any applicable Sanctions.
---	---
(f)	Each Obligor shall, and shall procure that each member of the Group will, to the extent permitted by law and promptly upon becoming aware of them, supply to the Facility Agent details of any claim, action, suit, proceedings or investigations against it with respect to applicable Sanctions by any Sanctions Authority.
---	---
(g)	In relation to each Finance Party, which notifies the Facility Agent in writing that it is a “Restricted Finance Party”, for the purpose of Clause 22.3 (Compliance with laws), 22.22
---	---

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​ (Sanctions), 24.10 (Compliance with laws etc.) and 24.12 (Sanctions and Ship trading), the undertakings under each such Clause shall only apply for the benefit of the Restricted Finance Party to the extent that this would not result in any violation of or conflict with or liability under the EU Blocking Regulation.

(h)	In connection with any amendment, waiver, determination or direction relating to any part of the provisions of this Clause 22.22 (Sanctions) of which a Lender does not have the benefit as a result of the application of paragraph (g) above, the Commitments of that Lender will be excluded for the purpose of determining whether the consent of the Majority Lenders has been obtained or whether the determination or direction by the Majority Lenders has been made.
22.23	Most favoured nation clause
---	---

In the event that any Obligor agrees in, or in connection with, any financing made or to be made to any member of the Group to grant any financial covenants on terms which are more favourable to those granted to the Lenders contained in Clause 21 (Financial Covenants) that Obligor shall immediately notify the Facility Agent and Clause 21 (Financial Covenants) and any other relevant Clauses of this Agreement shall be amended in order that the Lenders are treated no less favourably than any other such financing parties and each of the Obligors shall execute, and shall procure that the Transaction Obligors shall execute, promptly such amendments to the terms of this Agreement and amendments of, and confirmations of the continuing effectiveness of, the terms of the Finance Documents as the Facility Agent may then require in good faith for this purpose.

22.24	No acquisition

The Borrower shall not acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or incorporate a company, without the prior written consent of the Facility Agent.

22.25	No Joint Ventures
(a)	The Borrower shall not, without the prior written consent of the Facility Agent:
---	---
(i)	enter into, invest or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or
---	---
(ii)	transfer any asset or lend to or guarantee or give an indemnity for or give security for the obligations of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing).
---	---
(b)	For the purpose of this Clause 22.25, “Joint Ventures” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.
---	---
23	INSURANCE UNDERTAKINGS
---	---
23.1	General
---	---

The undertakings in this Clause 23 (Insurance Undertakings) remain in force on and from the Release Date and throughout the rest of the Security Period except as the Facility Agent, acting

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​ with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

23.2	Maintenance of obligatory insurances

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

(a)	fire and usual marine risks (including hull and machinery and excess risks plus hull interest);
(b)	war risks (including, without limitation, terrorism, piracy and confiscation);
---	---
(c)	protection and indemnity risks (including, without limitation, excess war risk, P&I cover and an adequate club cover for pollution as usually adopted by the industry for similar vessels);
---	---
(d)	freight, demurrage & defence risks; and
---	---
(e)	any other risks against which the Facility Agent acting on the instructions of the Majority Lenders considers, having regard to practices and other circumstances prevailing at the relevant time, it would be reasonable for the Borrower to insure and which are specified by the Facility Agent by written notice to the Borrower.
---	---
23.3	Terms of obligatory insurances
---	---

The Borrower shall effect such insurances:

(a)	in dollars;
(b)	in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis equal to at least the higher of:
---	---
(i)	120 per cent. of the Loan; and
---	---
(ii)	the Market Value of the Ship;
---	---
(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market (currently at $1,000,000,000);
---	---
(d)	in the case of protection and indemnity risks, in respect of the full tonnage of the Ship;
---	---
(e)	on approved terms; and
---	---
(f)	through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.
---	---
23.4	Further protections for the Finance Parties
---	---

In addition to the terms set out in Clause 23.3 (Terms of obligatory insurances), the Borrower shall procure that the obligatory insurances effected by it shall:

(a)	subject always to paragraph (b), name the Borrower or, as the case may be, an Approved Manager, as the sole named insured unless the interest of every other named insured is limited:

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​

(i)	in respect of any obligatory insurances for hull and machinery and war risks;
(A)	to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and
---	---
(B)	to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and
---	---
(ii)	in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;
---	---

and every other named insured has undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall be apportioned between the Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b)	whenever the Facility Agent requires, name (or be amended to name) the Security Agent as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Agent, but without the Security Agent being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
(c)	name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify;
---	---
(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Agent shall be made without set off, counterclaim or deductions or condition whatsoever;
---	---
(e)	provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Agent or any other Finance Party; and
---	---
(f)	provide that the Security Agent may make proof of loss if the Borrower fails to do so.
---	---
23.5	Renewal of obligatory insurances
---	---

The Borrower shall:

(a)	at least 21 days before the expiry of any obligatory insurance effected by it:
(i)	notify the Facility Agent of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which the Borrower proposes to renew that obligatory insurance and of the proposed terms of renewal; and
---	---
(ii)	obtain the Facility Agents’ approval to the matters referred to in sub-paragraph (i) above;
---	---
(b)	at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Facility Agent’s approval pursuant to paragraph (a) above; and
---	---

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​

(c)	procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Facility Agent in writing of the terms and conditions of the renewal.
23.6	Copies of policies; letters of undertaking
---	---

The Borrower shall ensure that the Approved Brokers provide the Security Agent with:

(a)	pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and
(b)	a letter or letters of undertaking in a form required by the Facility Agent having regard to market practice and including undertakings by the Approved Brokers that:
---	---
(i)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 23.4 (Further protections for the Finance Parties);
---	---
(ii)	they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in accordance with such loss payable clause;
---	---
(iii)	they will advise the Security Agent immediately of any material change to the terms of the obligatory insurances;
---	---
(iv)	they will, if they have not received notice of renewal instructions from the Borrower or its agents, notify the Security Agent not less than 14 days before the expiry of the obligatory insurances;
---	---
(v)	if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent of the terms of the instructions;
---	---
(vi)	they will not set off against any sum recoverable in respect of a claim relating to the Ship under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of the Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts; and
---	---
(vii)	they will arrange for a separate policy to be issued in respect of the Ship forthwith upon being so requested by the Facility Agent.
---	---
23.7	Copies of certificates of entry
---	---

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

(a)	a certified copy of the certificate of entry for the Ship;
(b)	a letter or letters of undertaking in such form as may be required by the Facility Agent acting on the instructions of Majority Lenders; and
---	---

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​

(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Ship.
23.8	Deposit of original policies
---	---

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

23.9	Payment of premiums

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

23.10	Guarantees

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

23.11	Compliance with terms of insurances
(a)	The Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part.
---	---
(b)	Without limiting paragraph (a) above, the Borrower shall:
---	---
(i)	take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of Clause 23.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Facility Agent has not given its prior approval;
---	---
(ii)	not make any changes relating to the classification or classification society or manager or operator of the Ship approved by the underwriters of the obligatory insurances;
---	---
(iii)	make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and
---	---
(iv)	not employ the Ship, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
---	---

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​

23.12	Alteration to terms of insurances

The Borrower shall not make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance unless such insurances are replaced by equivalent insurances on terms acceptable to the Facility Agent.

23.13	Settlement of claims

The Borrower shall:

(a)	not settle, compromise or abandon:
(i)	any claim under any obligatory insurance for Total Loss or for Major Casualty; or
---	---
(ii)	any claim other than for Total Loss or for Major Casualty under any obligatory insurance, without the prior written approval of the Facility Agent; and
---	---
(b)	do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.
---	---
23.14	Provision of copies of communications
---	---

The Borrower shall provide the Security Agent, upon request of the Facility Agent, with copies of all written communications between the Borrower and:

(a)	the Approved Brokers;
(b)	the approved protection and indemnity and/or war risks associations; and
---	---
(c)	the approved insurance companies and/or underwriters, which relate directly or indirectly to:
---	---
(i)	the Borrower’s obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and
---	---
(ii)	any credit arrangements made between the Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.
---	---
23.15	Provision of information
---	---

The Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated person) requests for the purpose of:

(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or
(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 23.16 (Mortgagee’s interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances,
---	---

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​ and the Borrower shall, forthwith upon demand, indemnify the Security Agent in respect of all fees and other expenses incurred by or for the account of the Security Agent in connection with any such report as is referred to in paragraph (a) above or any premium that any Finance Party paid for the purpose of maintaining such insurances referred to in paragraph (b) above.

23.16	Mortgagee’s interest and, additional perils insurances
(a)	The Security Agent shall be entitled from time to time to effect, maintain and renew a mortgagee’s interest marine insurance and a mortgagee’s interest additional perils insurance in each case, in an amount which equals 120 per cent. of the Loan, on such terms, through such insurers and generally in such manner as the Security Agent acting on the instructions of the Majority Lenders may from time to time consider appropriate.
---	---
(b)	The Borrower shall upon demand fully indemnify the Security Agent in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance.
---	---
24	SHIP UNDERTAKINGS
---	---
24.1	General
---	---

The undertakings in this Clause 24 (Ship Undertakings) remain in force on and from the Release Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit (such permission not to be unreasonably withheld in respect of a change of name under paragraph (d) of Clause 24.2 (Ship’s names and registration) or under paragraph (a) and (b) of Clause 24.16 (Restrictions on chartering, appointment of managers etc.)).

24.2	Ship’s names and registration

The Borrower shall:

(a)	keep the Ship registered in its name under the Approved Flag from time to time as its port of registration;
(b)	not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled;
---	---
(c)	not enter into any dual flagging arrangement in respect of the Ship; and
---	---
(d)	not change the name of the Ship without the prior written consent of the Facility Agent (such written consent not to be unreasonably withheld or delayed); or
---	---

provided that any change of flag of the Ship shall be subject to:

(X)

the Ship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on the Ship and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage and on such other terms and in such other form as the Facility Agent, acting with the authorisation of the Majority Lenders, shall approve or require; and

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(Y)	the execution of such other documentation amending and supplementing the Finance Documents as the Facility Agent, acting with the authorisation of the Majority Lenders, shall approve or require.
24.3	Repair and classification
---	---

The Borrower shall keep the Ship in a good and safe condition and state of repair:

(a)	consistent with first class ship ownership and management practice; and
(b)	so as to maintain the Approved Classification free of overdue recommendations and conditions.
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24.4	Classification society undertaking
---	---

The Borrower shall instruct the relevant Approved Classification Society (and procure that the Approved Classification Society undertakes with the Security Agent):

(a)	to send to the Security Agent, following receipt of a written request from the Security Agent, certified true copies of all original class records held by the Approved Classification Society in relation to the Ship;
(b)	to allow the Security Agent (or its agents), at any time and from time to time, to inspect the original class and related records of the Borrower and the Ship at the offices of the Approved Classification Society and to take copies of them;
---	---
(c)	to notify the Security Agent immediately in writing if the Approved Classification Society:
---	---
(i)	receives notification from the Borrower or any person that the Ship’s Approved Classification Society is to be changed; or
---	---
(ii)	becomes aware of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of the Ship’s class under the rules or terms and conditions of the Borrower or the Ship’s membership of the Approved Classification Society;
---	---
(d)	following receipt of a written request from the Security Agent:
---	---
(i)	to confirm that the Borrower is not in default of any of its contractual obligations or liabilities to the Approved Classification Society, including confirmation that it has paid in full all fees or other charges due and payable to the Approved Classification Society; or
---	---
(ii)	to confirm that the Borrower is in default of any of its contractual obligations or liabilities to the Approved Classification Society, to specify to the Security Agent in reasonable detail the facts and circumstances of such default, the consequences of such default, and any remedy period agreed or allowed by the Approved Classification Society.
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24.5	Modifications

The Borrower shall not make any modification or repairs to, or replacement of, the Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Ship or reduce its value.

24.6	Removal and installation of parts
(a)	Subject to paragraph (b) below, the Borrower shall not remove any part of the Ship, or any item of equipment installed on the Ship, which would materially reduce its value without the prior written consent of the Facility Agent (such consent not to be unreasonably withheld or delayed), unless:
---	---
(i)	the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed;
---	---
(ii)	the replacement part or item is free from any Security in favour of any person other than the Security Agent; and
---	---
(iii)	the replacement part or item becomes, on installation on the Ship, the property of the Borrower and subject to the security constituted by the Mortgage.
---	---
(b)	The Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship.
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24.7	Surveys
---	---

The Borrower shall submit the Ship regularly to all periodic or other surveys which may be required for classification purposes and, at such other times as may be required by the Facility Agent acting on the instructions of the Majority Lenders (in their sole discretion), at the cost and expense of the Borrower. The Facility Agent shall have the right to request one or more technical survey reports of the Ship by surveyors appointed by the Facility Agent at the cost of the Borrower, provided that the frequency of such reports shall be limited to one per year (unless an Event of Default has occurred in which case all such reports shall be at the cost of the Borrower).

24.8	Inspection

The Borrower shall permit, and shall procure that any charterer permit, any surveyor appointed by the Facility Agent to inspect the Ship any time for the account of the Borrower upon the Facility Agent given prior written notice if such inspection will not interfere with the normal operation and trading of the Ship, provided however that following an Event of Default which is continuing, the Facility Agent is entitled to do an inspection whether or not it interferes with the trading and operation of the Ship.

24.9	Prevention of and release from arrest
(a)	The Borrower shall promptly discharge:
---	---
(i)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship, its Earnings or its Insurances;
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(ii)	all Taxes, dues and other amounts charged in respect of the Ship, its Earnings or its Insurances; and
(iii)	all other outgoings whatsoever in respect of the Ship, its Earnings or its Insurances.
---	---
(b)	The Borrower shall immediately upon receiving notice of the arrest of the Ship or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require.
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24.10	Compliance with laws etc.
---	---

The Borrower shall (and shall procure that each Approved Manager shall):

(a)	comply, or procure compliance with all laws or regulations:
(i)	relating to its business generally; and
---	---
(ii)	relating to the Ship, its ownership, employment, operation, management and registration,
---	---

including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag;

(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and
(c)	without limiting paragraph (a) above, not employ the Ship nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and Sanctions (or which would be contrary to Sanctions if Sanctions were binding on each Transaction Obligor).
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24.11	ISPS Code
---	---

Without limiting paragraph (a) of Clause 24.10 (Compliance with laws etc.), the Borrower shall:

(a)	procure that the Ship and the company responsible for the Ship’s compliance with the ISPS Code comply with the ISPS Code; and
(b)	maintain an ISSC for the Ship; and
---	---
(c)	notify the Facility Agent immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.
---	---
24.12	Sanctions and Ship trading
---	---

Without limiting Clause 24.10 (Compliance with laws etc.), the Borrower shall procure:

(a)	that the Ship shall not be used by or for the benefit of a Restricted Party;
(b)	that the Ship shall not be used in trading in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on each Transaction Obligor);
---	---
(c)	that the Ship shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances; and
---	---

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(d)	that each charterparty in respect of the Ship shall contain, for the benefit of the Borrower, language which gives effect to the provisions of paragraph (c) of Clause 24.10 (Compliance with laws etc.) as regards Sanctions and of this Clause 24.12 (Sanctions and Ship trading) and which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions (or which would result in a breach of Sanctions if Sanctions were binding on each Transaction Obligor).
24.13	Trading in war zones
---	---

In the event of hostilities in any part of the world (whether war is declared or not), the Borrower shall not cause or permit the Ship to enter, remain or trade to any zone which is declared a war zone (or conditional or excluded zone) by any government or by the Ship’s war risks and/or allied perils (including, but not limited to, piracy) insurers unless:

(a)	the prior written consent of the war risk and/or allied perils (including, but not limited to, piracy) insurers has been given;
(b)	the Borrower has (at its expense) effected any special, additional or modified insurance cover which the war risk and/or allied perils (including, but not limited to, piracy) insurers may require;
---	---
(c)	the Borrower notifies the Facility Agent of the matters under paragraphs (a) and (b) accordingly.
---	---
24.14	Provision of information
---	---

Without prejudice to Clause 20.6 (Information: miscellaneous) the Borrower shall promptly provide the Facility Agent with any information which it requests regarding:

(a)	the Ship, its employment, position and engagements;
(b)	the Earnings and payments and amounts due to its master and crew;
---	---
(c)	any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Ship and any payments made by it in respect of the Ship;
---	---
(d)	any towages and salvages; and
---	---
(e)	its compliance, the Approved Manager’s compliance and the compliance of the Ship with the ISM Code and the ISPS Code, and, upon the Facility Agent’s request, promptly provide copies of any current Charter relating to the Ship, of any current guarantee of any such Charter, the Ship’s Safety Management Certificate and any relevant Document of Compliance.
---	---
24.15	Notification of certain events
---	---

The Borrower shall immediately notify the Facility Agent by email (in accordance with clause 37.5 (Electronic Communications)), or letter, of:

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

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(b)	any occurrence as a result of which the Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;
(c)	any requisition of the Ship for hire;
---	---
(d)	any requirement or recommendation made in relation to the Ship by any insurer or classification society or by any competent authority which is not immediately complied with;
---	---
(e)	any arrest or detention of the Ship or any exercise or purported exercise of any lien on the Ship or the Earnings;
---	---
(f)	any intended dry docking of the Ship;
---	---
(g)	any Environmental Claim made against the Borrower or in connection with the Ship, or any Environmental Incident;
---	---
(h)	any claim for breach of the ISM Code or the ISPS Code being made against the Borrower, an Approved Manager or otherwise in connection with the Ship;
---	---
(i)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with; or
---	---
(j)	any withdrawal of the Approved Classification or the Approved Classification Society and recommendations affecting the Approved Classification,
---	---

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

24.16	Restrictions on chartering, appointment of managers etc.

The Borrower shall not:

(a)	let the Ship on demise charter for any period;
(b)	enter into any time, voyage or consecutive voyage charter in respect of the Ship other than a Permitted Charter;
---	---
(c)	materially amend, supplement or terminate an Assignable Charter;
---	---
(d)	materially amend, supplement, or terminate a Management Agreement without the prior written consent of the Facility Agent, such consent not to be unreasonably withheld or delayed (and for the avoidance of doubt, any amendment to a Management Agreement which (i) increases the management fee payable under the Management Agreement by more than 10 per cent. in any given year, (ii) alters the duration of the Management Agreement, (iii) changes the governing law provisions, (iv) changes the parties to it or (v) changes the termination provisions and termination fees shall be considered material);
---	---
(e)	appoint a manager of the Ship other than the Approved Commercial Manager and the Approved Technical Manager or agree to any alteration to the terms of an Approved Manager’s appointment;
---	---
(f)	de activate or lay up the Ship without the prior written consent of the Facility Agent; or
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(g)	put the Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $1,000,000 (or the equivalent in any other currency) unless that person has first given to the Security Agent and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or its Earnings for the cost of such work or for any other reason.
24.17	Notice of Mortgage
---	---

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

24.18	Sharing of Earnings

The Borrower shall not enter into any agreement or arrangement for the pooling or sharing of any Earnings without the prior written consent of the Facility Agent.

24.19	Notification of compliance

The Borrower shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) that it is complying with this Clause 24 (Ship Undertakings).

24.20	Hazardous Material

The Borrower shall procure that the Ship has obtained an Inventory of Hazardous Material or an equivalent document acceptable to the Facility Agent, which shall be maintained throughout the Security Period.

24.21	Responsible Ship Recycling

The Borrower and the Guarantor shall ensure that, throughout the Security Period, any Fleet Vessel which is sold with the intention of being scrapped, shall be sold on the basis of a memorandum of agreement that contains language that ensures that that Fleet Vessel shall be dismantled in a safe, sustainable and socially and environmentally responsible way and that it shall be recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and/or EU Ship Recycling Regulation.

24.22	Charterparty Assignment

If the Borrower enters into any Charter (other than a Permitted Charter) (subject to obtaining the prior consent of the Facility Agent in accordance with paragraph (b) of Clause 24.16 (Restrictions on use, chartering, appointment of managers etc.) such consent not to be unreasonably withheld), the Borrower shall execute in favour of the Security Agent a Charterparty Assignment in respect of that Charter and shall:

(a)	serve a notice of that Charterparty Assignment on the relevant charterer and procure that the charterer acknowledges such notice in such form as the Facility Agent may approve or require; and

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(b)	deliver to the Facility Agent such other documents in connection with that Charterparty Assignment as the Facility Agent may require (including, without limitation, documents equivalent to those referred to in Schedule 2 (Conditions Precedent) in relation to the Borrower and that Charter).
24.23	Poseidon Principles
---	---

The Borrower shall, upon the request of any Lender and at the cost of the Borrower, on or before 30^th^June in each calendar year, supply or procure the supply to the Facility Agent of all information necessary in order for any Lender to comply with its obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance, in each case relating to the Ship for the preceding calendar year provided always that, no Lender shall publicly disclose such information with the identity of the Ship without the prior written consent of the Borrower. For the avoidance of doubt, such information shall be “Confidential Information” for the purposes of Clause 45 (Confidential Information) but the Borrower acknowledges that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the relevant Lender’s portfolio climate alignment.

24.24	Russian oil price cap
(a)	The Borrower undertakes that it will, and the Guarantor shall ensure that the Borrower will, at all times comply, and require compliance by:
---	---
(i)	all charterers and sub-charterers of the Ship; and
---	---
(ii)	all parties with whom an Obligor, a charterer or a sub-charterer enters into a contract of carriage in respect of the Ship,
---	---

with the Russian Oil Price Cap Measures.

(b)	Without prejudice the generality of paragraph (a) above, the Borrower undertakes that it will, and the Guarantor shall ensure that the Borrower will, prior to the Ship commencing loading (including any ship-to-ship or similar transfer) of Russian Oil Products obtain:
(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(ii)	a signed attestation from its applicable counterparty that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
---	---
(c)	Without prejudice to the generality of paragraph (a) above, the Borrower shall promptly, and in any event no later than 30 days after the Ship commencing loading (including any ship-to- ship or similar transfer) of Russian Oil Products provide to the Facility Agent (at the Facility Agent’s option and after receiving the Facility Agent’s written request):
---	---
(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; and/or
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(ii)	an attestation signed by an authorised signatory in such form as may be agreed by the Facility Agent confirming that it has complied in all respects with the Russian Oil Price Cap Measures; and/or
(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
---	---
(d)	Without prejudice to the generality of paragraph (a) above, the Borrower undertakes to the Facility Agent that it will, and the Guarantor shall ensure that the Borrower will, ensure that each charterparty or contract of carriage in respect of the Ship will include for the benefit of the Borrower provisions requiring the charterer, sub-charterer or person with whom the Borrower has entered into a contract of carriage to comply with the Russian Oil Price Cap Measures and to provide such information and documentation at such times as is necessary for the Borrower and the Guarantor to comply with this Clause 24.24 (Russian oil price cap).
---	---
(e)	The Borrower undertakes that it will, and the Guarantor shall ensure that the Borrower will:
---	---
(i)	provide the Facility Agent with such information upon the Facility Agent’s written request, and at such times, as it may require for the purposes of the Facility Agent or any Finance Party satisfying any record keeping obligations applicable to it under the Russian Oil Price Cap Measures;
---	---
(ii)	promptly on written request and in any event within 30 days of any written request provide the Facility Agent with such other information in relation to compliance with the Russian Oil Price Cap Measures as the Facility Agent may from time to time reasonably request including without limitation any information relating to ancillary costs as may be specified from time to time pursuant to the Russian Oil Price Cap Measures; and
---	---
(iii)	comply with such further or additional requirements as the Facility Agent may from time to time require in writing, acting reasonably, in response to changes to any of the Russian Oil Price Cap Measures, or the introduction of similar measures relating to Russian Oil Products, or changes to any guidance, application, interpretation or market practice in respect of the Russian Oil Price Cap Measures.
---	---

The obligations in this paragraph (e) are continuing and, in particular, shall survive and remain binding on the Borrower and the Guarantor until all attestations and such other information as may be requested pursuant to this paragraph (e) have been received in satisfactory form by the Facility Agent.

(f)	The Borrower shall, and the Guarantor shall ensure that the Borrower will, undertake appropriate due diligence in-line with its policies and procedures on its counterparties to satisfy itself, based on the information available, of the reliability and accuracy of any information provided by such counterparties for the purposes of or relating to satisfying the requirements of paragraph (b) above.
(g)	The Borrower agrees that each Finance Party may forward all attestations and other documents which the Borrower may from time to time deliver to the Facility Agent or such Finance Party pursuant to paragraphs (c) and (e) above to any applicable regulators or to any other party to which the Facility Agent or such Finance Party may be required to forward or disclose such attestations or other documents in accordance with the Russian Oil Price Cap Measures. The Facility Agent shall promptly inform the Borrower about the disclosure of any
---	---

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​ attestations and/or other documents provided pursuant to paragraphs (c) and/or (e) above to any party who is not a Finance Party pursuant to this paragraph (g).

24.25	Notification of compliance

The Borrower shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) that it is complying with this Clause 24 (Ship Undertakings).

25	SECURITY COVER
25.1	Minimum required security cover
---	---

Clause 25.2 (Provision of additional security; prepayment) applies if, on or after the Release Date, the Facility Agent notifies the Borrower that the ratio of:

(a)	the Market Value of the Ship; plus
(b)	the net realisable value of additional Security previously provided under this Clause 25 (Security Cover),
---	---

to the aggregate of (i) the Loan and (ii) the Hedging Close-Out Liabilities is below 130 per cent.

25.2	Provision of additional security; prepayment
(a)	If the Facility Agent serves a notice on the Borrower under Clause 25.1 (Minimum required security cover), the Borrower shall, on or before the date falling 30 days after the date (the “Prepayment Date”) on which the Facility Agent’s notice is served, prepay such part of the Loan as shall eliminate the shortfall.
---	---
(b)	The Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that a third party has provided, additional security which, in the opinion of the Facility Agent acting on the instructions of the Majority Lenders:
---	---
(i)	has a net realisable value at least equal to the shortfall; and
---	---
(ii)	is documented in such terms as the Facility Agent may approve or require,
---	---

before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.

25.3	Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 25.2 (Provision of additional security; prepayment) and which consists of Security over a vessel shall be the Market Value of the vessel concerned.

25.4	Valuations binding

Any valuation under this Clause 25 (Security Cover) shall be binding and conclusive as regards the Borrower.

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25.5	Provision of information
(a)	The Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause 25 (Security Cover) with any information which the Facility Agent or the shipbroker may request for the purposes of the valuation.
---	---
(b)	If the Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Facility Agent considers prudent.
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25.6	Prepayment mechanism
---	---

Any prepayment pursuant to Clause 25.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause 7.2 (Voluntary prepayment of Loan).

25.7	Provision of valuations
(a)	The Borrower shall provide the Facility Agent with valuations of the Ship and any other vessel over which additional Security has been created in accordance with Clause 25.2 (Provision of additional security; prepayment), from Approved Valuers, addressed to the Facility Agent at all times as may be required by the Facility Agent, to enable the Facility Agent to determine the Market Value of the Ship or any other vessel.
---	---

(b)

(i)	the valuations required to determine the Initial Market Value of the Ship;
(ii)	any valuations required to be provided together with the Compliance Certificate (at least) at six monthly intervals commencing on 31 December 2025;
---	---
(iii)	valuations required when the Borrower has made a prepayment of the Loan pursuant to Clause 7.4 (Mandatory prepayment on sale, refinancing or Total Loss);
---	---
(iv)	as well as any valuations required at any time by the Facility Agent following an Event of Default which is continuing,
---	---

shall be at the cost of the Borrower.

(c)	The Facility Agent may, at its own cost, request for any additional valuations as it may require from time to time.
25.8	Release of additional security
---	---

Any additional security provided pursuant to Clause 25.2 (Provision of additional security; prepayment), may be released at the request and expense of the Borrower if the Security Agent, with the authorisation of the Majority Lenders, determines that the Borrower is in compliance with Clause 25.1 (Minimum required security cover) (without taking into account the relevant additional security) for a continuous period of 6 Months, to the extent that the ratio specified in Clause 25.1 (Minimum required security cover) would be maintained following such release Provided that at that time there is no Event of Default nor will an Event of Default occur as a result of such release.

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26	ACCOUNTS, APPLICATION OF EARNINGS AND HEDGE RECEIPTS
26.1	Accounts
---	---

The Borrower may not, without the prior consent of the Facility Agent, maintain any bank account other than its Earnings Account and the Retention Account.

26.2	Payment of Earnings

The Borrower shall ensure that:

(a)	subject only to the provisions of the General Assignment to which it is a party, all the Earnings are paid to its Earnings Account; and
(b)	all Hedge Receipts are paid to its Earnings Account.
---	---
26.3	Application of Earnings
---	---

The Borrower undertakes with the Lenders that any funds from time to time credited to, or standing to the credit of, the Earnings Account shall be available for application in the following manner:

(a)	FIRSTLY in or towards making payments of the operation expenses in relation to the normal business of the Ship;
(b)	SECONDLY in towards making payments of all amounts due and payable by the Borrower under this Agreement (other than payments of principal and interest pursuant to Clause 6.1 (Repayment of Loan) and 8.2 (Payment of Interest));
---	---
(c)	THIRDLY in or towards:
---	---
(i)	making the transfers to the Retention Account required pursuant to Clause 26.4 (Monthly Retentions); and
---	---
(ii)	making payments of all amounts due and payable by the Borrower under the Hedging Agreements; and
---	---
(d)	any surplus shall be released to the Borrower provided that no Event of Default has occurred and is continuing or will occur following such release to the Borrower.
---	---
26.4	Monthly retentions
---	---
(a)	The Borrower shall ensure that, in each calendar month following the Utilisation Date, on such dates as the Facility Agent may from time to time specify, there is transferred to the Retention Account out of the aggregate Earnings received by the Borrower in the Earnings Account during the preceding calendar month:
---	---
(i)	one-third of the amount of any Repayment Instalment falling due under Clause 6.1 (Repayment of Loan) on the next Repayment Date; and
---	---
(ii)	the relevant fraction of the aggregated net amount which is payable by the Borrower to any Hedge Counterparty under any Hedging Agreement on the next due date for payment of such amount under the relevant Hedging Agreement.
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(b)	The “relevant fraction” is a fraction of which:
(i)	the numerator is one; and
---	---
(ii)	the denominator is:
---	---
(A)	the number of months comprised in the relevant then current Interest Period; or
---	---
(B)	if the period is shorter, the number of months from the later of the commencement of the relevant current Interest Period or the last due date for payment of interest on the Loan or the relevant part of the Loan to the next due date for payment of interest on the Loan or the relevant part of the Loan under this Agreement.
---	---
26.5	Shortfall in Earnings
---	---
(a)	If the credit balance on the Earnings Account is insufficient in any calendar month for the required amount to be transferred to the Retention Account under Clause 26.4 (Monthly retentions), the Borrower shall make up the amount of the insufficiency on demand from the Facility Agent.
---	---
(b)	Without prejudicing the Facility Agent’s right to make such demand at any time, the Facility Agent may, if so authorised by the Majority Lenders, permit the Borrower to make up all or part of the insufficiency by increasing the amount of any transfer under Clause 26.4 (Monthly retentions) from the Earnings received in the next or subsequent calendar months.
---	---
26.6	Application of retentions
---	---
(a)	The Security Agent has sole signing rights in relation to the Retention Account.
---	---
(b)	Until an Event of Default occurs, the Facility Agent shall instruct the Security Agent to release to it, on each Repayment Date and on each Interest Payment Date, for distribution to the Finance Parties in accordance with Clause 34.2 (Distributions by the Facility Agent) so much of the then balance on the Retention Account as equals:
---	---
(i)	any Repayment Instalment due on that Repayment Date; and
---	---
(ii)	the amount payable by the Borrower to any Hedge Counterparty under any Hedging Agreement on that Interest Payment Date; and
---	---
(iii)	the amount of any Hedging Prepayment Proceeds paid into the Retention Account during the Interest Period ending on that date,
---	---

in discharge of the Borrower’s liability for that Repayment Instalment, that amount under any Hedging Agreement or its prepayment obligation under Clause 7.10 (Mandatory prepayment of Hedging Prepayment Proceeds), as the case may be.

26.7	Interest accrued on Retention Account

Any credit balance on the Retention Account shall bear interest at the rate from time to time offered by the Account Bank to its customers for Dollar deposits of similar amounts and for

​ 100

​ periods similar to those for which such balances appear to the Account Bank likely to remain on the Retention Account.

26.8	No release of accrued interest

Interest accruing under Clause 26.7 (Interest accrued on Retention Accounts) shall be credited to the Retention Account but shall not be released to the Borrower until the end of the Security Period; provided that such interest shall be released to or to the order of the Borrower upon its request if the Borrower is in compliance with Clauses 26.4 (Monthly retentions) and 21.1 (Minimum Liquidity Amount) and no Event of Default shall have occurred and is continuing.

26.9	Location of Accounts

The Borrower shall promptly:

(a)	comply with any requirement of the Facility Agent as to the location or relocation of the Earnings Account and the Retention Account (or any of them); and
(b)	execute any documents which the Facility Agent specifies to create or maintain in favour of the Security Agent Security over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Account and the Retention Account.
---	---
27	EVENTS OF DEFAULT
---	---
27.1	General
---	---

Each of the events or circumstances set out in this Clause 27 (Events of Default) is an Event of Default except for Clause 27.18 (Acceleration) and Clause 27.20 (Enforcement of security).

27.2	Non-payment

A Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a)	its failure to pay is caused by:
(i)	administrative or technical error; or
---	---
(ii)	a Disruption Event; and
---	---
(b)	payment is made within seven (7) Business Days of its due date.
---	---
27.3	Specific obligations
---	---

A breach occurs of Clause 4.4 (Waiver of conditions precedent), Clause 19.33 (Sanctions), Clause 22.3 (Compliance Certificate), Clause 21 (Financial Covenants), Clause 22.10 (Title), Clause 22.11 (Negative pledge), Clause 22.20 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 22.22 (Sanctions), Clause 23.2 (Maintenance of obligatory insurances), Clause 23.3 (Terms of obligatory insurances), Clause 23.5 (Renewal of obligatory insurances), Clause 23.6 (Copies of policies, letters of undertaking), Clause 23.9 (Payment of premiums), Clause 23.11 (Compliance with terms of insurances), Clause 24.12 (Sanctions and Ship trading) or, save to the extent such breach is a failure to pay and therefore subject to Clause 27.2 (Non- payment), Clause 25 (Security Cover).

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​

27.4	Other obligations
(a)	A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 27.2 (Non-payment) and Clause 27.3 (Specific obligations)).
---	---
(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 30 Business Days of the Facility Agent giving notice to the Borrower or (if earlier) any Transaction Obligor becoming aware of the failure to comply.
---	---
27.5	Misrepresentation
---	---

Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

27.6	Cross default
(a)	Any Financial Indebtedness of any Obligor is not paid when due nor within any originally applicable grace period.
---	---
(b)	Any Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
---	---
(c)	Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a creditor of any Obligor as a result of an event of default (however described).
---	---
(d)	Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any Obligor due and payable prior to its specified maturity as a result of an event of default (however described).
---	---
27.7	Insolvency
---	---
(a)	A Transaction Obligor:
---	---
(i)	is unable or admits inability to pay its debts as they fall due;
---	---
(ii)	is deemed to, or is declared to, be unable to pay its debts under applicable law;
---	---
(iii)	suspends or threatens to suspend making payments on any of its debts; or
---	---
(iv)	by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to rescheduling any of its indebtedness.
---	---
(b)	The value of the assets of any Transaction Obligor or is less than its liabilities (taking into account contingent and prospective liabilities).
---	---
(c)	A moratorium is declared in respect of any indebtedness of any Transaction Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.
---	---

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​

27.8	Insolvency proceedings
(a)	Any corporate action, legal proceedings or other procedure or step is taken in relation to:
---	---
(i)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor;
---	---
(ii)	a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor;
---	---
(iii)	the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Transaction Obligor or any of its assets; or
---	---
(iv)	enforcement of any Security over any assets of any Transaction Obligor,
---	---

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

(b)	Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.
27.9	Creditors’ process
---	---

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of a Transaction Obligor or any a member of the Group.

27.10	Unlawfulness, invalidity and ranking
(a)	It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.
---	---
(b)	Any obligation of a Transaction Obligor under the Finance Documents is not (subject to the Legal Reservations) or ceases to be legal, valid, binding or enforceable if that cessation individually or together with any other cessations materially or adversely affects the interests of the Secured Parties under the Finance Documents.
---	---
(c)	Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than a Finance Party) to be ineffective.
---	---
(d)	Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.
---	---
27.11	Security imperilled; Approved Flag or Relevant Jurisdiction instability
---	---
(a)	Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy.
---	---
(b)	The state of the Approved Flag of the Ship or any Relevant Jurisdiction is or becomes involved in hostilities or civil war or there are events of political risk or instability or there is a seizure of power in such state by unconstitutional means, or any other event occurs in relation to the Ship, the relevant Mortgage or its Approved Flag or in any Relevant Jurisdiction and in the
---	---

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​ reasonable opinion of the Facility Agent such event is likely to have a Material Adverse Effect unless the Borrower, within 14 days of notice of the Facility Agent to do so, re-registers the Ship on an alternative flag approved pursuant to Clause 24.2 (Ship’s names and registration) and subject to the Ship remaining subject to Security created by a first priority or preferred ship mortgage on the Ship and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority security) on substantially the same terms as the Mortgage and on such other terms and in such other form as the Facility Agent, acting with the authorisation of the Lenders, shall approve or require; and the execution of such other documentation amending and supplementing the Finance Documents, as the Facility Agent, acting with the authorisation of the Lenders, shall approve or require.

27.12	Cessation of business

Any Transaction Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

27.13	Arrest

Any arrest of the Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the Borrower within 90 days of such arrest or detention.

27.14	Expropriation

The authority or ability of any member of the Group to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any member of the Group or any of its assets other than:

(a)	an arrest or detention of the Ship referred to in Clause 27.13 (Arrest); or
(b)	any Requisition.
---	---
27.15	Repudiation and rescission of agreements
---	---

A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.

27.16	Litigation

Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect.

27.17	Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

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​

27.18	Termination of Registration

The termination or, if applicable, the non-renewal of the registration of the Ship, in the name of the Borrower under an Approved Flag without the prior written consent of the Facility Agent unless such registration is renewed within 90 days from the date of the termination.

27.19	Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders:

(a)	by notice to the Borrower:
(i)	cancel the Total Commitments, whereupon they shall immediately be cancelled;
---	---
(ii)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; and/or
---	---
(iii)	declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Lenders; and/or
---	---
(b)	exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents,
---	---

and the Facility Agent may serve notices under sub-paragraphs (i), (ii) or (iii) of paragraph (a) above simultaneously or on different dates and any Servicing Party may take any action referred to in paragraph (b) above or Clause 27.20 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

27.20	Enforcement of security

On and at any time after the occurrence of an Event of Default which is continuing the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 27.19 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

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​ SECTION 9

CHANGES TO PARTIES

28	CHANGES TO THE LENDERS
28.1	Assignments and transfers by the Lenders
---	---

Subject to this Clause 28 (Changes to the Lenders), a Lender (the “Existing Lender”) may:

(a)	assign any of its rights; or
(b)	transfer by novation any of its rights and obligations, under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).
---	---
28.2	Conditions of assignment or transfer
---	---
(a)	The consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:
---	---
(i)	to an Affiliate of a Lender; or
---	---
(ii)	made at a time when an Event of Default is continuing.
---	---
(b)	The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time.
---	---
(c)	The consent of the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to any amount payable under Clause 14.3 (Mandatory Cost).
---	---
(d)	An assignment will only be effective on:
---	---
(i)	receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Secured Parties as it would have been under if it had been an Original Lender; and
---	---
(ii)	performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.
---	---
(e)	Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender.
---	---

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​

(f)	A transfer will only be effective if the procedure set out in Clause 28.5 (Procedure for transfer) is complied with.
(g)	If:
---	---
(i)	a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
---	---
(ii)	as a result of circumstances existing at the date the assignment, transfer or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or under that Clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs),
---	---

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (g) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

(h)	Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.
28.3	Assignment or transfer fee
---	---

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $5,000.

28.4	Limitation of responsibility of Existing Lenders
(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
---	---
(i)	the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;
---	---
(ii)	the financial condition of any Transaction Obligor;
---	---
(iii)	the performance and observance by any Transaction Obligor of its obligations under the Transaction Documents or any other documents; or
---	---
(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,
---	---

and any representations or warranties implied by law are excluded.

(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties and the Secured Parties that it:

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​

(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Transaction Obligor 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 Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and
(ii)	will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities throughout the Security Period.
---	---
(c)	Nothing in any Finance Document obliges an Existing Lender to:
---	---
(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 28 (Changes to the Lenders); or
---	---
(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of its obligations under the Transaction Documents or otherwise.
---	---
28.5	Procedure for transfer
---	---
(a)	Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate.
---	---
(b)	The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
---	---
(c)	Subject to Clause 28.9 (Pro rate interest settlement) on the Transfer Date:
---	---
(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);
---	---
(ii)	each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;
---	---
(iii)	the Facility Agent, the Security Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed
---	---

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​ had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Arranger and the Existing Lenders shall each be released from further obligations to each other under the Finance Documents; and

(iv)	the New Lender shall become a Party as a “Lender”.
28.6	Procedure for assignment
---	---
(a)	Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.
---	---
(b)	The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.
---	---
(c)	Subject to Clause 28.9 (Pro rata interest settlement), on the Transfer Date:
---	---
(i)	the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;
---	---
(ii)	the Existing Lender will be released from the obligations (the “Relevant Obligations”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and
---	---
(iii)	the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.
---	---
(d)	Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer).
---	---
28.7	Copy of Transfer Certificate or Assignment Agreement to Borrower
---	---

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer Certificate or Assignment Agreement.

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​ 28.8****Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 28 (Changes to the Lenders and Hedge Counterparties), each Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b)	any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,
---	---

except that no such charge, assignment or Security shall:

(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or
(ii)	require any payments to be made by a Transaction Obligor 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 relevant Lender under the Finance Documents.
---	---
28.9	Pro rata interest settlement
---	---
(a)	If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 28.5 (Procedure for transfer) or any assignment pursuant to Clause 28.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):
---	---
(i)	any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and
---	---
(ii)	The rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:
---	---
(A)	when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and
---	---
(B)	the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 28.9 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.
---	---

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(b)	In this Clause 28.9 (Pro rata interest settlement) references to “Interest Period” shall be construed to include a reference to any other period for accrual of fees.
(c)	An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 28.9 (Pro rata interest settlement) but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.
---	---
29	CHANGES TO THE TRANSACTION OBLIGORS
---	---
29.1	Assignment or transfer by Transaction Obligors
---	---

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents without the prior written consent of the Finance Parties.

29.2	Release of security
(a)	If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:
---	---
(i)	the disposal is permitted by the terms of any Finance Document;
---	---
(ii)	the Majority Lenders agree to the disposal;
---	---
(iii)	the disposal is being made at the request of the Security Agent in circumstances where any security created by the Security Documents has become enforceable; or
---	---
(iv)	the disposal is being effected by enforcement of a Security Document,
---	---

the Security Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).

(b)	If the Security Agent is satisfied that a release is allowed under this Clause 29.2 (Release of security) (at the request and expense of the Borrower) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Agent to enter into any such document. Any release will not affect the obligations of any other Transaction Obligor under the Finance Documents.
29.3	Additional Subordinated Creditors
---	---
(a)	The Borrower may request that any person becomes a Subordinated Creditor, with the prior approval of the Facility Agent, by delivering to the Facility Agent:
---	---
(i)	a duly executed Subordination Agreement;
---	---
(ii)	a duly executed Subordinated Debt Security; and
---	---
(iii)	such constitutional documents, corporate authorisations and other documents and matters as the Facility Agent may reasonably require, in form and substance
---	---

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​ satisfactory to the Facility Agent, to verify that the person’s obligations are legally binding, valid and enforceable and to satisfy any applicable legal and regulatory requirements.

(b)	A person referred to in paragraph (a) above will become a Subordinated Creditor on the date the Security Agent enters into the Subordination Agreement and the Subordinated Debt Security delivered under paragraph (a) above.

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​ SECTION 10

THE FINANCE PARTIES

30	THE FACILITY AGENT AND THE ARRANGER
30.1	Appointment of the Facility Agent
---	---
(a)	Each of the Arranger, the Lenders and the Hedge Counterparty appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.
---	---
(b)	Each of the Arranger, the Lenders and the Hedge Counterparties authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.
---	---
30.2	Instructions
---	---
(a)	The Facility Agent shall:
---	---
(i)	unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by:
---	---
(A)	all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and
---	---
(B)	in all other cases, the Majority Lenders; and
---	---
(ii)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).
---	---
(b)	The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
---	---
(c)	Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.
---	---
(d)	Paragraph (a) above shall not apply:
---	---
(i)	where a contrary indication appears in a Finance Document;
---	---

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​

(ii)	where a Finance Document requires the Facility Agent to act in a specified manner or to take a specified action;
(iii)	in respect of any provision which protects the Facility Agent’s own position in its personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties.
---	---
(e)	If giving effect to instructions given by the Majority Lenders would in the Facility Agent’s opinion have an effect equivalent to an amendment or waiver referred to in Clause 44 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.
---	---
(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.
---	---
(g)	The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
---	---
(h)	Without prejudice to the remainder of this Clause 30.2 (Instructions), in the absence of instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties.
---	---
(i)	The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.
---	---
30.3	Duties of the Facility Agent
---	---
(a)	The Facility Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
---	---
(b)	Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.
---	---
(c)	Without prejudice to Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement.
---	---
(d)	Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
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(e)	If the Facility Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
(f)	If the Facility Agent is aware of the non-payment of any principal, interest or other fee payable to a Finance Party (other than the Facility Agent, the Arranger or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties.
---	---
(g)	The Facility Agent shall provide to the Borrower, within 5 Business Days of a request by the Borrower (but no more frequently than once per calendar month), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Facility Agent to that Lender under the Finance Documents.
---	---
(h)	The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
---	---
30.4	Role of the Arranger
---	---

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

30.5	No fiduciary duties
(a)	Nothing in any Finance Document constitutes the Facility Agent or the Arranger as a trustee or fiduciary of any other person.
---	---
(b)	Neither the Facility Agent nor the Arranger shall be bound to account to other Finance Party for any sum or the profit element of any sum received by it for its own account.
---	---
30.6	Application of receipts
---	---

Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 34.5 (Application of receipts; partial payments).

30.7	Business with the Group

The Facility Agent and the Arranger may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

30.8	Rights and discretions
(a)	The Facility Agent may:
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(i)	rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
(ii)	assume that:
---	---
(A)	any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and
---	---
(B)	unless it has received notice of revocation, that those instructions have not been revoked; and
---	---
(iii)	rely on a certificate from any person:
---	---
(A)	as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
---	---
(B)	to the effect that such person approves of any particular dealing, transaction, step, action or thing,
---	---

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b)	The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Finance Parties) that:
(i)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 27.2 (Non-payment));
---	---
(ii)	any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and
---	---
(iii)	any notice or request made by the Borrower (other than a Utilisation Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.
---	---
(c)	The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
---	---
(d)	Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable.
---	---
(e)	The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
---	---
(f)	The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:
---	---
(i)	be liable for any error of judgment made by any such person; or
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(ii)	be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

unless such error or such loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct.

(g)	Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.
(h)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
---	---
(i)	Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
---	---
30.9	Responsibility for documentation
---	---

Neither the Facility Agent nor the Arranger is responsible or liable for:

(a)	the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;
(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or
---	---
(c)	any determination as to whether any information provided or to be provided to any Finance Party or Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.
---	---
30.10	No duty to monitor
---	---

The Facility Agent shall not be bound to enquire:

(a)	whether or not any Default has occurred;
(b)	as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or
---	---
(c)	whether any other event specified in any Transaction Document has occurred.
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30.11	Exclusion of liability
(a)	Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 34.11 (Disruption to Payment Systems etc.) or any other provision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable for:
---	---
(i)	any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;
---	---
(ii)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or
---	---
(iii)	any shortfall which arises on the enforcement or realisation of the Security Property; or
---	---
(iv)	without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
---	---
(A)	any act, event or circumstance not reasonably within its control; or
---	---
(B)	the general risks of investment in, or the holding of assets in, any jurisdiction,
---	---

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b)	No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Facility Agent may rely on this paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c)	The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.
---	---
(d)	Nothing in this Agreement shall oblige the Facility Agent or the Arranger to carry out:
---	---
(i)	any “know your customer” or other checks in relation to any person; or
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(ii)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

on behalf of any Finance Party and each Finance Party confirms to the Facility Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Arranger.

(e)	Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent’s liability, any liability of the Facility Agent arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages.
30.12	Lenders’ indemnity to the Facility Agent
---	---
(a)	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by a Transaction Obligor pursuant to a Finance Document).
---	---
(b)	Subject to paragraph (c) below, the Obligors shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.
---	---
(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.
---	---
30.13	Resignation of the Facility Agent
---	---
(a)	The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.
---	---
(b)	Alternatively, the Facility Agent may resign by giving 30 days’ notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Facility Agent.
---	---
(c)	If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Facility Agent may appoint a successor Facility Agent.
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(d)	If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Facility Agent is entitled to appoint a successor Facility Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agree with the proposed successor Facility Agent amendments to this Clause 30 (The Facility Agent and the Arranger) and any other term of this Agreement dealing with the rights or obligations of the Facility Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent’s normal fee rates and those amendments will bind the Parties.
(e)	The retiring Facility Agent shall, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Facility Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
---	---
(f)	The Facility Agent’s resignation notice shall only take effect upon the appointment of a successor.
---	---
(g)	Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Facility Agent) and this Clause 30 (The Facility Agent and the Arranger) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent. Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
---	---
(h)	The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (e) above shall be for the account of the Borrower.
---	---
(i)	The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Facility Agent.
---	---
(j)	The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:
---	---
(i)	the Facility Agent fails to respond to a request under Clause 12.7 (FATCA Information) and the Borrower or a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
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(ii)	the information supplied by the Facility Agent pursuant to Clause 12.7 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or
(iii)	the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;
---	---

and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Facility Agent, requires it to resign.

30.14	Confidentiality
(a)	In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
---	---
(b)	If information is received by a division or department of the Facility Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.
---	---
(c)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
---	---
30.15	Relationship with the other Finance Parties
---	---
(a)	Subject to Clause 28.9 (Pro rata interest settlement), the Facility Agent may treat the person shown in its records as Lender or Hedge Counterparty at the opening of business (in the place of the Facility Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Hedge Counterparty:
---	---
(i)	entitled to or liable for any payment due under any Finance Document on that day; and
---	---
(ii)	entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,
---	---

unless it has received not less than five Business Days’ prior notice from that Lender or Hedge Counterparty to the contrary in accordance with the terms of this Agreement.

(b)

Each Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Finance Party shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent and any reference to any instructions being given by or sought from any

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​ Finance Party or group of Finance Parties by or to the Security Agent in this Agreement must be given or sought through the Facility Agent.

(c)	Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 37.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 37.2 (Addresses) and sub-paragraph (ii) of paragraph (a) of Clause 37.5 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.
30.16	Credit appraisal by the Finance Parties
---	---

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Facility Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

(a)	the financial condition, status and nature of each member of the Group;
(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;
---	---
(c)	whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;
---	---
(d)	the adequacy, accuracy or completeness of any information provided by the Facility Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and
---	---
(e)	the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.
---	---
30.17	Facility Agent’s management time
---	---
(a)	Any amount payable to the Facility Agent under Clause 14.4 (Indemnity to the Facility Agent), Clause 16 (Costs and Expenses) and Clause 31.12 (Lenders’ indemnity to the Facility Agent) shall
---	---

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​ include the cost of utilising the Facility Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 11 (Fees).

30.18	Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

30.19	Reliance and engagement letters

Each Secured Party confirms that each of the Arranger and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

30.20	Full freedom to enter into transactions

Without prejudice to Clause 30.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:

(a)	to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);
(b)	to deal in and enter into and arrange transactions relating to:
---	---
(i)	any securities issued or to be issued by any Transaction Obligor or any other person; or
---	---
(ii)	any options or other derivatives in connection with such securities; and
---	---
(c)	to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,
---	---

and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or

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​ any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

30.21	Amounts paid in error
(a)	If the Facility Agent pays an amount to another Party and the Facility Agent notifies that Party that such payment was an Erroneous Payment then the Party to whom that amount was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.
---	---
(b)	Neither:
---	---
(i)	the obligations of any Party to the Facility Agent; nor
---	---
(ii)	the remedies of the Facility Agent,
---	---

(whether arising under this Clause 30.21 (Amounts paid in error) or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing which, but for this paragraph (b), would reduce, release or prejudice any such obligation or remedy (whether or not known by the Facility Agent or any other Party).

(c)	All payments to be made by a Party to the Facility Agent (whether made pursuant to this Clause 30.21 (Amounts paid in error) or otherwise) which relate to an Erroneous Payment shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
(d)	In this Agreement, “Erroneous Payment” means a payment of an amount by the Facility Agent to another Party which the Facility Agent determines (in its sole discretion) was made in error.
---	---
30.22	Period without role for the Facility Agent
---	---
(a)	In this Clause 30.22 (Period without role for the Facility Agent), a “Non-Agent Period” means the period in which the Facility Agent does not perform its role as agent pursuant to paragraph (b) below.
---	---
(b)	The Facility Agent shall not perform its role as agent under this Agreement and any other Finance Document to which it is a party, other than entering into the relevant Finance Documents in its capacity as Facility Agent and receiving a notice referred to in sub-paragraphs (i) and (ii) below, until the date on which:
---	---
(i)	the Facility Agent receives notice from the Lenders (with a copy to the Borrower) that the Original Lenders are no longer the only Lenders; or
---	---
(ii)	the Facility Agent receives notice from the Borrower (with a copy to the Original Lenders) requesting the Facility Agent to commence acting in its role as agent.
---	---
(iii)	Subject to paragraph (f) below, the Facility Agent shall commence acting in its role as agent as from the date of receipt of the relevant notice and the Non- Agent Period will end on that same date.
---	---
(c)	During a Non-Agent Period:
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(i)	subject to sub-paragraph (iii) below, all references to “the Facility Agent” (other than in this Clause 30.22 (Period without role for the Facility Agent)) and all references to “the Facility Agent” or “a Party” in any Finance Document shall, where it relates to the Facility Agent, be construed as references to “the Original Lenders” and all notices and communications made or to be made to the Facility Agent shall be made to the Original Lenders jointly and simultaneously in accordance with Clause 37 (Notices);
(ii)	all payments which are expressed to be made to, received by or made available to or by the Facility Agent, must be made to, received by or made available to or by the Original Lenders;
---	---
(iii)	each reference to the “Facility Agent” in:
---	---
(A)	Clause 30.9 (Responsibility for documentation) to and including Clause 30.11 (Exclusion of liability);
---	---
(B)	Clause 14.2 (Other indemnities); and
---	---
(C)	Clause 16 (Costs and Expenses),
---	---
(d)	Until the date the Facility Agent commences acting in its role as agent, no agency fees will be payable to the Facility Agent.
---	---
(e)	If the Non-Agent Period ends in accordance with this Clause 30.22 (Period without role for the Facility Agent), each Party to this Agreement will, upon request of the Facility Agent or the Security Agent and at the cost and expense of the Borrower, cooperate with, and do all such acts as may be required by, the Facility Agent or the Security Agent to amend this Agreement and the other Finance Documents in order to align those provisions of this Agreement and the other Finance Documents, which the Facility Agent or Security Agent (in each case, acting reasonably) considers relevant in connection with its capacity and performance of its role as agent or security agent (as applicable), with the corresponding provisions included in the then current recommended form by the Loan Market Association of the senior multicurrency term and revolving facilities agreement for leveraged acquisition finance transactions and related Finance Documents.
---	---
(f)	E.SUN Commercial Bank, Ltd. (Incorporated in Taiwan with Limited Liability) will be under no obligation to commence acting in its role as agent under this Agreement and any other Finance Documents prior to having agreed with the Borrower the agency fees payable to it in its capacity as Facility Agent.
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(g)	As from the date on which the Facility Agent commences acting in its role as agent in accordance with this Clause 30.22 (Period without role for the Facility Agent), the Security Agent shall carry out its role as security agent through its separate and independent division at Suites 2701, 2710-14, 27/F & 28/F, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.
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(h)	Following the change of office referred to in paragraph (g) above, the Obligors shall, upon the request and at the cost of the Security Agent, enter into and execute such documentation as the Security Agent may reasonably request in writing in order to reflect the change of office and to preserve (i) the rights of the Security Agent under the Finance Documents and (ii) the Security created or expressed to be created in favour of the Security Agent pursuant to the Finance Documents.
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31	THE SECURITY AGENT
31.1	Trust
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(a)	The Security Agent declares that it holds the Security Property on trust for, and with respect of any Security Property governed by Dutch law for the behalf of, Secured Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 31 (The Security Agent) and the other provisions of the Finance Documents.
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(b)	Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.
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31.2	Parallel Debt (Covenant to pay the Security Agent)
---	---
(a)	Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent any amount it owed to a Finance Party under or in connection with any Finance Document from time to time which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.
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(b)	The Parallel Debt of an Obligor:
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(i)	shall become due and payable at the same time as its Corresponding Debt;
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(ii)	is independent and separate from, and without prejudice to, its Corresponding Debt.
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(c)	For the purposes of this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent:
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(i)	is the independent and separate creditor of each Parallel Debt;
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(ii)	acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel Debt shall not be held on trust; and
---	---
(iii)	shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).
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(d)	The Parallel Debt of an Obligor shall be:
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(i)	decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and
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(ii)	increased to the extent that its Corresponding Debt has increased,
---	---

and the Corresponding Debt of an Obligor shall be decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged,

in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.

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(e)	All amounts received or recovered by the Security Agent in connection with this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause 34.5 (Application of receipts; partial payments).
(f)	This Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary modifications, to each Finance Document.
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31.3	No independent power
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The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent (other than in relation to any Security Document granted in their favour).

31.4	Instructions
(a)	The Security Agent shall:
---	---
(i)	unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by:
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(A)	all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and
---	---
(B)	in all other cases, the Majority Lenders (or the Facility Agent on their behalf); and
---	---
(ii)	not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).
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(b)	The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.
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(c)	Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.
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(d)	Paragraph (a) above shall not apply:
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(i)	where a contrary indication appears in a Finance Document;
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(ii)	where a Finance Document requires the Security Agent to act in a specified manner or to take a specified action;
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(iii)	in respect of any provision which protects the Security Agent’s own position in its personal capacity as opposed to its role of Security Agent for the relevant Secured Parties.
(iv)	in respect of the exercise of the Security Agent’s discretion to exercise a right, power or authority under any of:
---	---

(A)Clause 31.28 (Application of receipts);

(B)Clause 31.29 (Permitted Deductions); and

(C)Clause 31.30 (Prospective liabilities).

(e)	If giving effect to instructions given by the Majority Lenders would in the Security Agent’s opinion have an effect equivalent to an amendment or waiver referred to in Clause 44 (Amendments and Waivers), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver.
(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:
---	---
(i)	it has not received any instructions as to the exercise of that discretion; or
---	---
(ii)	the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above, the Security Agent shall do so having regard to the interests of all the Secured Parties.
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(g)	The Security Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.
---	---
(h)	Without prejudice to the remainder of this Clause 31.4 (Instructions), in the absence of instructions, the Security Agent may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.
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(i)	The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.
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31.5	Duties of the Security Agent
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(a)	The Security Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.
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(b)	The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other Party.
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(c)	Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(d)	If the Security Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
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(e)	The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).
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31.6	No fiduciary duties
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(a)	Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Transaction Obligor.
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(b)	The Security Agent shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account.
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31.7	Business with the Group
---	---

The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

31.8	Rights and discretions
(a)	The Security Agent may:
---	---
(i)	rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;
---	---
(ii)	assume that:
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(A)	any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents;
---	---
(B)	unless it has received notice of revocation, that those instructions have not been revoked;
---	---
(C)	if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and
---	---
(iii)	rely on a certificate from any person:
---	---
(A)	as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or
---	---
(B)	to the effect that such person approves of any particular dealing, transaction, step, action or thing,
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​ as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b)	The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to any Finance Party.
(c)	The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Secured Parties) that:
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(i)	no Default has occurred;
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(ii)	any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and
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(iii)	any notice or request made by the Borrower (other than a Utilisation Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.
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(d)	The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.
---	---
(e)	Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable.
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(f)	The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.
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(g)	The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:
---	---
(i)	be liable for any error of judgment made by any such person; or
---	---
(ii)	be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,
---	---

unless such error or such loss was directly caused by the Security Agent’s gross negligence or wilful misconduct.

(h)	Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under the Finance Documents.
(i)	Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
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(j)	Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.
31.9	Responsibility for documentation
---	---

None of the Security Agent, any Receiver or Delegate is responsible or liable for:

(a)	the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;
(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or
---	---
(c)	any determination as to whether any information provided or to be provided to any Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.
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31.10	No duty to monitor
---	---

The Security Agent shall not be bound to enquire:

(a)	whether or not any Default has occurred;
(b)	as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or
---	---
(c)	whether any other event specified in any Transaction Document has occurred.
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31.11	Exclusion of liability
---	---
(a)	Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for:
---	---
(i)	any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;
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(ii)	exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or
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(iii)	any shortfall which arises on the enforcement or realisation of the Security Property; or
(iv)	without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:
---	---
(A)	any act, event or circumstance not reasonably within its control; or
---	---
(B)	the general risks of investment in, or the holding of assets in, any jurisdiction,
---	---

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b)	No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
(c)	The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Agent for that purpose.
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(d)	Nothing in this Agreement shall oblige the Security Agent to carry out:
---	---
(i)	any “know your customer” or other checks in relation to any person; or
---	---
(ii)	any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,
---	---

on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.

(e)

Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate, any liability of the Security Agent or any Receiver or Delegate arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent, Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss.

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​ In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.

31.12	Lenders’ indemnity to the Security Agent
(a)	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver and every Delegate, within three Business Days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Security Agent’s or Receiver’s or Delegate’s gross negligence or wilful misconduct) in acting as Security Agent or Receiver or Delegate under the Finance Documents (unless the Security Agent or Receiver or Delegate has been reimbursed by a Transaction Obligor pursuant to a Finance Document).
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(b)	Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above.
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(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.
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31.13	Resignation of the Security Agent
---	---
(a)	The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.
---	---
(b)	Alternatively, the Security Agent may resign by giving 30 days’ notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Security Agent.
---	---
(c)	If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Agent may appoint a successor Security Agent.
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(d)	The retiring Security Agent shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.
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(e)	The Security Agent’s resignation notice shall only take effect upon:
---	---

(i)the appointment of a successor; and

(ii)the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.

(f)	Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance

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​ Documents (other than its obligations under paragraph (b) of Clause 31.25 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of Clause 14.5 (Indemnity to the Security Agent) and this Clause 31 (The Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Agent. Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g)	The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower.
(h)	The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.
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31.14	Confidentiality
---	---
(a)	In acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.
---	---
(b)	If information is received by a division or department of the Security Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.
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(c)	Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.
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31.15	Credit appraisal by the Finance Parties
---	---

Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

(a)	the financial condition, status and nature of each member of the Group;
(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;
---	---
(c)	whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or
---	---

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​ executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(d)	the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and
(e)	the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.
---	---
31.16	Security Agent’s management time
---	---
(a)	Any amount payable to the Security Agent under Clause 14.5 (Indemnity to the Security Agent), Clause 16 (Costs and Expenses) and Clause 31.12 (Lenders’ indemnity to the Security Agent) shall include the cost of utilising the Security Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Security Agent under Clause 11 (Fees).
---	---
(b)	Without prejudice to paragraph (a) above, in the event of:
---	---
(i)	a Default;
---	---
(ii)	the Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or
---	---
(iii)	the Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,
---	---

the Borrower shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (c) below.

(c)	If the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties.
31.17	Reliance and engagement letters
---	---

Each Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance

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​ Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

31.18	No responsibility to perfect Transaction Security

The Security Agent shall not be liable for any failure to:

(a)	require the deposit with it of any deed or document certifying, representing or constituting the title of any Transaction Obligor to any of the Security Assets;
(b)	obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;
---	---
(c)	register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;
---	---
(d)	take, or to require any Transaction Obligor to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or
---	---
(e)	require any further assurance in relation to any Finance Document.
---	---
31.19	Insurance by Security Agent
---	---
(a)	The Security Agent shall not be obliged:
---	---
(i)	to insure any of the Security Assets;
---	---
(ii)	to require any other person to maintain any insurance; or
---	---
(iii)	to verify any obligation to arrange or maintain insurance contained in any Finance Document,
---	---

and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

(b)	Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Agent fails to do so within 14 days after receipt of that request.
31.20	Custodians and nominees
---	---

The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the

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​ misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

31.21	Delegation by the Security Agent
(a)	Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.
---	---
(b)	That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.
---	---
(c)	No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.
---	---
31.22	Additional Security Agents
---	---
(a)	The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:
---	---
(i)	if it considers that appointment to be in the interests of the Secured Parties; or
---	---
(ii)	for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or
---	---
(iii)	for obtaining or enforcing any judgment in any jurisdiction,
---	---

and the Security Agent shall give prior notice to the Borrower and the Finance Parties of that appointment.

(b)	Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.
(c)	The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.
---	---
31.23	Acceptance of title
---	---

The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.

31.24	Releases

Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the Security Agent, the Security Agent is irrevocably

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​ authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from any other Secured Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.

31.25	Winding up of trust

If the Security Agent, with the approval of the Facility Agent determines that:

(a)	all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged; and
(b)	no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Transaction Obligor pursuant to the Finance Documents,
---	---

then

(i)	the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Security Documents; and
(ii)	any Security Agent which has resigned pursuant to Clause 31.13 (Resignation of the Security Agent) shall release, without recourse or warranty, all of its rights under each Security Document.
---	---
31.26	Powers supplemental to Trustee Acts
---	---

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.

31.27	Disapplication of Trustee Acts

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.

31.28	Application of receipts

All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 31 (The Security Agent), the “Recoveries”) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its

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​ discretion) sees fit, to the extent permitted by applicable law and subject to the remaining provisions of this Clause 31 (The Security Agent), in the following order of priority:

(a)	in discharging any sums owing to the Security Agent (in its capacity as such) (other than pursuant to Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent))) or any Receiver or Delegate;
(b)	in payment or distribution to the Facility Agent, on its behalf and on behalf of the other Secured Parties, for application towards the discharge of all sums due and payable by any Transaction Obligor under any of the Finance Documents in accordance with Clause 34.5 (Application of receipts; partial payments);
---	---
(c)	if none of the Transaction Obligors is under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Transaction Obligor; and
---	---
(d)	the balance, if any, in payment or distribution to the relevant Transaction Obligor.
---	---
31.29	Permitted Deductions
---	---

The Security Agent may, in its discretion:

(a)	set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and
(b)	pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).
---	---
31.30	Prospective liabilities
---	---

Following enforcement of any of the Transaction Security, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment to the Facility Agent for application in accordance with Clause 31.28 (Application of receipts) in respect of:

(a)	any sum to the Security Agent, any Receiver or any Delegate; and
(b)	any part of the Secured Liabilities,
---	---

that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future.

31.31	Investment of proceeds

Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 31.28 (Application of receipts) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in

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​ the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Agent’s discretion in accordance with the provisions of Clause 31.28 (Application of receipts).

31.32	Currency conversion
(a)	For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at a market rate of exchange.
---	---
(b)	The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.
---	---
31.33	Good discharge
---	---
(a)	Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf of the Secured Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.
---	---
(b)	The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.
---	---
31.34	Amounts received by Obligors
---	---

If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement.

31.35	Application and consideration

In consideration for the covenants given to the Security Agent by each Obligor in relation to Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent agrees with each Obligor to apply all moneys from time to time paid by such Obligor to the Security Agent in accordance with the foregoing provisions of this Clause 31 (The Security Agent).

31.36	Full freedom to enter into transactions

Without prejudice to Clause 31.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:

(a)	to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);
(b)	to deal in and enter into and arrange transactions relating to:
---	---

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​

(i)	any securities issued or to be issued by any Transaction Obligor or any other person; or
(ii)	any options or other derivatives in connection with such securities; and
---	---
(c)	to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,
---	---

and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

32	CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
---	---
(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
---	---
33	SHARING AMONG THE FINANCE PARTIES
---	---
33.1	Payments to Finance Parties
---	---

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from a Transaction Obligor other than in accordance with Clause 34 (Payment Mechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then:

(a)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;
(b)	the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 34 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and
---	---
(c)	the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 34.5 (Application of receipts; partial payments).
---	---

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33.2	Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 34.5 (Application of receipts; partial payments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.

33.3	Recovering Finance Party’s rights

On a distribution by the Facility Agent under Clause 33.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.

33.4	Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)	each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the “Redistributed Amount”); and
(b)	as between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Transaction Obligor.
---	---
33.5	Exceptions
---	---
(a)	This Clause 33 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Transaction Obligor.
---	---
(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:
---	---
(i)	it notified that other Finance Party of the legal or arbitration proceedings; and
---	---
(ii)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.
---	---

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​ SECTION 11

ADMINISTRATION

34	PAYMENT MECHANICS
34.1	Payments to the Facility Agent
---	---
(a)	On each date on which a Transaction Obligor or a Lender is required to make a payment under a Finance Document, that Transaction Obligor or Lender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
---	---
(b)	Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Facility Agent) and with such bank as the Facility Agent, in each case, specifies.
---	---
34.2	Distributions by the Facility Agent
---	---

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 34.3 (Distributions to a Transaction Obligor) and Clause 34.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency, as specified by that Party or, in the case of the Loan, to such account of such person as may be specified by the Borrower in the Utilisation Request.

34.3	Distributions to a Transaction Obligor

The Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 35 (Set-Off)) apply any amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

34.4	Clawback and pre-funding
(a)	Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.
---	---
(b)	Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.
---	---

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(c)	If the Facility Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:
(i)	the Facility Agent shall notify the Borrower of that Lender’s identity and the Borrower shall on demand refund it to the Facility Agent; and
---	---
(ii)	the Lender by whom those funds should have been made available or, if the Lender fails to do so, the Borrower shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.
---	---
34.5	Application of receipts; partial payments
---	---
(a)	If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Transaction Obligor under the Finance Documents in the following order:
---	---
(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Facility Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents;
---	---
(ii)	secondly, in or towards payment pro rata of:
---	---
(A)	any accrued interest and fees due but unpaid to the Lenders under this Agreement; and
---	---
(B)	any periodical payments (not being payments as a result of termination or closing out) due but unpaid to the Hedge Counterparty under the Hedging Agreements;
---	---
(iii)	thirdly, in or towards payment pro rata of:
---	---
(A)	any principal due but unpaid to the Lenders under this Agreement; and
---	---
(B)	any payments as a result of termination or closing out due but unpaid to the Hedge Counterparty under the Hedging Agreements; and
---	---
(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.
---	---
(b)	The Facility Agent shall, if so directed by the Majority Lenders and the Hedge Counterparty, vary, or instruct the Security Agent to vary (as applicable), the order set out in sub-paragraphs (ii) to (iv) of paragraph (a) above.
---	---
(c)	Paragraphs (a) and (b) above will override any appropriation made by a Transaction Obligor.
---	---

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​

34.6	No set-off by Transaction Obligors
(a)	All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
---	---
(b)	Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.
---	---
34.7	Business Days
---	---
(a)	Any payment under the Finance Documents 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).
---	---
(b)	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 or Unpaid Sum at the rate payable on the original due date.
---	---
34.8	Currency of account
---	---
(a)	Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.
---	---
(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
---	---
(c)	Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.
---	---
34.9	Change of currency
---	---
(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
---	---
(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower); and
---	---
(ii)	any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).
---	---
(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.
---	---

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​

34.10	Currency Conversion
(a)	For the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such Servicing Party may convert any moneys received or recovered by it from one currency to another, at a market rate of exchange.
---	---
(b)	The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.
---	---
34.11	Disruption to Payment Systems etc.
---	---

If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Borrower that a Disruption Event has occurred:

(a)	the Facility Agent 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 Facility Agent may deem necessary in the circumstances;
(b)	the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above 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;
---	---
(c)	the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
---	---
(d)	any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 44 (Amendments and Waivers);
---	---
(e)	the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability 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 Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 34.11 (Disruption to Payment Systems etc.); and
---	---
(f)	the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.
---	---
35	SET-OFF
---	---

A Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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36	BAIL-IN

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

(a)	any Bail-In Action in relation to any such liability, including (without limitation):
(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
---	---
(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
---	---
(iii)	a cancellation of any such liability; and
---	---
(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
---	---
37	NOTICES
---	---
37.1	Communications in writing
---	---

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

37.2	Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

(a)	in the case of the Borrower, that specified in Schedule 1 (The Parties);
(b)	in the case of each Lender, each Hedge Counterparty or any other Obligor, that specified in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes a Party;
---	---
(c)	in the case of the Facility Agent, that specified in Schedule 1 (The Parties); and
---	---
(d)	in the case of the Security Agent, that specified in Schedule 1 (The Parties),
---	---

or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days’ notice.

37.3	Delivery
(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:
---	---
(i)	if by way of fax, when received in legible form; or
---	---

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​

(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 37.2 (Addresses), if addressed to that department or officer.

(b)	Any communication or document to be made or delivered to a Servicing Party will be effective only when actually received by that Servicing Party and then only if it is expressly marked for the attention of the department or officer of that Servicing Party specified in Schedule 1 (The Parties) (or any substitute department or officer as that Servicing Party shall specify for this purpose).
(c)	All notices from or to a Transaction Obligor shall be sent through the Facility Agent unless otherwise specified in any Finance Document.
---	---
(d)	Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.
---	---
(e)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
---	---
37.4	Notification of address and fax number
---	---

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 37.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

37.5	Electronic communication
(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:
---	---
(i)	notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and
---	---
(ii)	notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.
---	---
(b)	Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.
---	---
(c)	Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or the Security Agent shall specify for this purpose.
---	---

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(d)	Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.
(e)	Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 37.5 (Electronic communication).
---	---
37.6	English language
---	---
(a)	Any notice given under or in connection with any Finance Document must be in English.
---	---
(b)	All other documents provided under or in connection with any Finance Document must be:
---	---
(i)	in English; or
---	---
(ii)	if not in English, and if so required by the Facility Agent, accompanied by a certified English translation prepared by a translator approved by the Facility Agent and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.
---	---
37.7	Hedging Agreement
---	---

Notwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement entered into by the Borrower with the Hedge Counterparty in connection with the Facility.

38	CALCULATIONS AND CERTIFICATES
38.1	Accounts
---	---

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

38.2	Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

38.3	Day count convention and interest calculation
(a)	Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated:
---	---
(i)	on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice; and
---	---
(ii)	subject to paragraph (b) below, without rounding.
---	---

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(b)	The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by a Transaction Obligor under a Finance Document shall be rounded to 2 decimal places.
39	PARTIAL INVALIDITY
---	---

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

40	REMEDIES AND WAIVERS
(a)	No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of a Secured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.
---	---
(b)	No variation or amendment of a Finance Document shall be valid unless in writing and signed by or on behalf of all the relevant Finance Parties in accordance with the provisions of Clause 44 (Amendments and Waivers).
---	---
41	ENTIRE AGREEMENT
---	---

Each Obligor acknowledges that it has not entered into this Agreement or any other Finance Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or in any other Finance Document.

42	SETTLEMENT OR DISCHARGE CONDITIONAL

Any settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional upon no security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

43	IRREVOCABLE PAYMENT

If the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to a Secured Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

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44	AMENDMENTS AND WAIVERS
44.1	Required consents
---	---
(a)	Subject to Clause 44.2 (All Lender matters) and Clause 44.3 (Other exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and, in the case of an amendment, the Obligors and any such amendment or waiver will be binding on all Parties.
---	---
(b)	The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 44 (Amendments and Waivers).
---	---
(c)	Without prejudice to the generality of Clause 30.8 (Rights and discretions), the Facility Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.
---	---
(d)	Paragraph (c) of Clause 28.9 (Pro rata interest settlement) shall apply to this Clause 44 (Amendments and Waivers).
---	---
44.2	All Lenders matters
---	---

Subject to Clause 44.4 (Changes to reference rates), an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to:

(a)	the definition of “Majority Lenders” in Clause 1.1 (Definitions);
(b)	any amendment to Clause 7.5 (Change of Control) and Clause 7.7 (Mandatory prepayment on delisting of the Guarantor);
---	---
(c)	a postponement to or extension of the date of payment of any amount under the Finance Documents;
---	---
(d)	a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable;
---	---
(e)	a change in currency of payment of any amount under the Finance Documents;
---	---
(f)	an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments rateably under the Facility;
---	---
(g)	a change to any Transaction Obligor other than in accordance with Clause 29 (Changes to the Transaction Obligors);
---	---
(h)	any provision which expressly requires the consent of all the Lenders;
---	---
(i)	this Clause 44 (Amendments and Waivers);
---	---
(j)	any change to the preamble (Background), any definition related to Sanctions in Clause 1 (Definitions and Interpretation), Clause 2 (The Facility), Clause 3 (Purpose), Clause 5 (Utilisation), Clause 6.2 (Effect of cancellation and prepayment on scheduled repayments), Clause 7.4 (Mandatory prepayment on sale or Total Loss), Clause 7.10 (Mandatory prepayment
---	---

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​ of Hedging Prepayment Proceeds), Clause 8 (Interest), Clause 19.33 (Sanctions), Clause 22.22 (Sanctions), Clause 24.10 (Compliance with laws etc.), Clause 24.12 (Sanctions and Ship trading), Clause 26 (Accounts, application of Earnings and Hedge Receipts), Clause 28 (Changes to the Lenders and Hedge Counterparties), Clause 33 (Sharing among the Finance Parties), Clause 48 (Governing Law) or Clause 49 (Enforcement);

(k)	any release of, or material variation to, any Transaction Security, guarantee, indemnity or subordination arrangement set out in a Finance Document (except in the case of a release of Transaction Security as it relates to the disposal of an asset which is the subject of the Transaction Security and where such disposal is expressly permitted by the Majority Lenders or otherwise under a Finance Document);
(l)	(other than as expressly permitted by the provisions of any Finance Document), the nature or scope of:
---	---
(i)	the guarantees and indemnities granted under Clause 17 (Guarantee and Indemnity);
---	---
(ii)	the Security Assets; or
---	---
(iii)	the manner in which the proceeds of enforcement of the Transaction Security are distributed,
---	---

(except in the case of sub-paragraphs (ii) and (iii) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or

(m)	the release of the guarantees and indemnities granted under Clause 17 (Guarantee and Indemnity) or of any Transaction Security unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document,

shall not be made, or given, without the prior consent of all the Lenders.

44.3	Other exceptions
(a)	An amendment or waiver which relates to the rights or obligations of a Servicing Party or the Arranger (each in their capacity as such) may not be effected without the consent of that Servicing Party or the Arranger, as the case may be.
---	---
(b)	An amendment or waiver which relates to and would adversely affect the rights or obligations of a Hedge Counterparty (in its capacity as such) may not be effected without the consent of the Hedge Counterparty.
---	---
(c)	The Borrower and the Facility Agent, the Arranger or the Security Agent, as applicable, may amend or waive a term of a Fee Letter to which they are party.
---	---
(d)	The Hedge Counterparty and the Borrower may amend, supplement or waive the terms of any Hedging Agreement if permitted by paragraph (f) of Clause 8.5 (Hedging).
---	---

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44.4	Changes to reference rates
(a)	Subject to Clause 44.3 (Other exceptions), any amendment or waiver which relates to:
---	---
(i)	providing for the use of a Replacement Reference Rate; and
---	---

(ii)

(A)	aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B)	enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
---	---
(C)	implementing market conventions applicable to that Replacement Reference Rate;
---	---
(D)	providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
---	---
(E)	adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),
---	---

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

(b)	If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 20 Business Days (or such longer time period in relation to any request which the Borrower and the Facility Agent may agree) of that request being made:
(i)	its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
---	---
(ii)	its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
---	---
(c)	In this Clause 44.4: “
---	---

Published Rate” means:

(c)	SOFR;

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​

(d)	Term SOFR for any Quoted Tenor.

“Quoted Tenor” means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

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

“Replacement Reference Rate” means a reference rate which is:

(a)	formally designated, nominated or recommended as the replacement for a Published Rate by:
(i)	the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or
---	---
(ii)	any Relevant Nominating Body,
---	---

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

(b)	in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or
(c)	in the opinion of the Majority Lenders and the Borrower, an appropriate successor or alternative to a Published Rate.
---	---
44.5	Obligor Intent
---	---

Without prejudice to the generality of Clauses 1.2 (Construction) and 17.4 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

45	CONFIDENTIAL INFORMATION
45.1	Confidentiality
---	---

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 45.3 (Disclosure of Confidential Information) and Clause 45.4 (Disclosure to numbering service providers) and to ensure that all

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​ Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

45.2	DAC6

Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.

45.3	Disclosure of Confidential Information

Any Finance Party may disclose:

(a)	to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, insurers, reinsurers, reinsurance brokers, insurance advisors, insurance brokers, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b)	to any person:
---	---
(i)	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;
---	---
(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;
---	---
(iii)	appointed by any Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 30.15 (Relationship with the other Finance Parties));
---	---
(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;
---	---
(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
---	---

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​

(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;
(vii)	to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 28.8 (Security over Lenders’ rights);
---	---
(viii)	who is a Party, a member of the Group or any related entity of a Transaction Obligor;
---	---
(ix)	as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or
---	---
(x)	with the consent of the Borrower;
---	---

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)	in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B)	in relation to sub-paragraphs (iv) and (viii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price- sensitive information;
---	---
(C)	in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;
---	---
(c)	to any person appointed by that Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/ Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party;
---	---
(d)	to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.
---	---

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​

45.4	Disclosure to numbering service providers
(a)	Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Transaction Obligors the following information:
---	---
(i)	names of Transaction Obligors;
---	---
(ii)	country of domicile of Transaction Obligors;
---	---
(iii)	place of incorporation of Transaction Obligors;
---	---
(iv)	date of this Agreement;
---	---
(v)	Clause 48 (Governing Law);
---	---
(vi)	the names of the Facility Agent and the Arranger;
---	---
(vii)	date of each amendment and restatement of this Agreement;
---	---
(viii)	amount of Total Commitments;
---	---
(ix)	currency of the Facility;
---	---
(x)	type of Facility;
---	---
(xi)	ranking of Facility;
---	---
(xii)	Termination Date for Facility;
---	---
(xiii)	changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xii) above; and
---	---
(xiv)	such other information agreed between such Finance Party and the Borrower,
---	---

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b)	The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Transaction Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.
(c)	Each Obligor represents, on behalf of itself and the other Transaction Obligors, that none of the information set out in sub-paragraphs (i) to (xiv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.
---	---
(d)	The Facility Agent shall notify the Guarantor and the other Finance Parties of:
---	---
(i)	the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facility and/or one or more Transaction Obligors; and
---	---

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​

(ii)	the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Transaction Obligors by such numbering service provider.
45.5	Entire agreement
---	---

This Clause 45 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

45.6	Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

45.7	Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a)	of the circumstances of any disclosure of Confidential Information made pursuant to sub- paragraph (v) of paragraph (b) of Clause 45.3 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 45 (Confidential Information).
---	---
45.8	Continuing obligations
---	---

The obligations in this Clause 45 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and
(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.
---	---
46	CONFIDENTIALITY OF FUNDING RATES
---	---
46.1	Confidentiality and disclosure
---	---
(a)	The Facility Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below.
---	---
(b)	The Facility Agent may disclose:
---	---
(i)	any Funding Rate to the Borrower pursuant to Clause 8.4 (Notifications); and
---	---

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​

(ii)	any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender.
(c)	The Facility Agent, and each Obligor may disclose any Funding Rate, to:
---	---
(i)	any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding Rate is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;
---	---
(ii)	any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
---	---
(iii)	any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
---	---
(iv)	any person with the consent of the relevant Lender.
---	---
46.2	Related obligations
---	---
(a)	The Facility Agent and each Obligor acknowledge that each Funding Rate is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate.
---	---
(b)	The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender:
---	---
(i)	of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 46.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
---	---

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(ii)	upon becoming aware that any information has been disclosed in breach of this Clause 46 (Confidentiality of Funding Rates).
46.3	No Event of Default
---	---

No Event of Default will occur under Clause 27.4 (Other obligations) by reason only of an Obligor’s failure to comply with this Clause 46 (Confidentiality of Funding Rates).

47	COUNTERPARTS

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

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​ SECTION 12

GOVERNING LAW AND ENFORCEMENT

48	GOVERNING LAW

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

49	ENFORCEMENT
49.1	Jurisdiction
---	---
(a)	Unless specifically provided in another Finance Document in relation to that Finance Document, the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute regarding the existence, validity or termination of any Finance Document or any non-contractual obligation arising out of or in connection with any Finance Document) (a “Dispute”).
---	---
(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.
---	---
(c)	This Clause 49.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.
---	---
49.2	Service of process
---	---
(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):
---	---
(i)	irrevocably appoints Saville Notaries LLP, of London, One Carey Lane, EC2V 8AE as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
---	---
(ii)	agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
---	---
(b)	If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within 5 days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.
---	---

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

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​ SCHEDULE 1

THE PARTIES

PART A

THE OBLIGORS

​	​	​	​	​	​	​
Name of Borrower	​ ​ ​	Place of Incorporation	​ ​ ​	Registration number (or equivalent, if any)	​ ​ ​	Address for Communication
ARK MARINE S.A.	​	Marshall Islands	​	109613	​	c/o OET Chartering Inc. Ethnarchou Makariou av, & 2<br>D. Falireos str. 18547 Neo<br>Faliro, Piraeus, Greece <br>​<br><br>Email:<br>​<br><br>Fax No.:<br>​<br><br>For the attention of Mrs. Thaleia Kalafati

​

​

​	​	​	​	​	​	​
Name of Guarantor	​ ​ ​	Place of Incorporation	​ ​ ​	Registration number (or equivalent, if any)	​ ​ ​	Address for Communication
OKEANIS ECO TANKERS CORP.	​	Marshall Islands	​	96382	​	c/o OET Chartering Inc. Ethnarchou Makariou av, & 2<br>D. Falireos str. 18547 Neo<br>Faliro, Piraeus, Greece<br>​<br><br>Email:<br>​<br><br>Fax No.: <br>​<br><br>For the attention of Mrs. Kalafati

​

​ 162

​ PART B

THE ORIGINAL LENDERS

​	​	​	​	​
Name of the Original Lender	​ ​ ​	Commitment ($)	​ ​ ​	Address for Communication
E.SUN COMMERCIAL BANK, LTD., (INCORPORATED IN TAIWAN WITH LIMITED LIABILITY), HONG KONG BRANCH	​	32,900,000	​	Suites 2701, 2710-14, 27/F & 28/F, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong<br>​<br><br>Attn.: Stanley Hsu / Gordon Hung / Chloe Jiang<br>​<br><br>Email:
​	​	​	​	​
HUA NAN COMMERCIAL BANK, LTD., OFFSHORE BANKING BRANCH	​	10,700,000	​	14F, No.123, Songren Rd., Xinyi Dist., Taipei 11073, Taiwan<br>Attn.: Brian Chen / James Tsai<br>Email:
​	​	​	​	​
CHANG HWA COMMERCIAL BANK, LTD.	​	10,700,000	​	1401, Tower 2, The Gateway, 25 Canton Road, Tsimshatsui, Kowloon, Hong Kong<br>​<br><br>Attn.: Sylvan Chen / Jordy Liu / Jamie Lan / Tim Lin<br>​<br><br>Email:
​	​	​	​	​
LAND BANK OF TAIWAN CO., LTD. (INCORPORATED IN TAIWAN), HONG KONG BRANCH	​	10,700,000	​	Unit 3101-6 & 12, Tower 1, The Gateway, 25 Canton Road, Kowloon, Hong Kong<br>​<br><br>Attn.: Ileesha Tai / Trista Lin / Vera Chen / Daniel Liang<br>​<br><br>Email:

​

​ 163

​ PART C

THE HEDGE COUNTERPATIES

​	​	​
Name of Hedge Counterparty	​ ​ ​	Address for Communication
E.SUN COMMERCIAL BANK, LTD., (A CORPORATION INCORPORATED IN TAIWAN), HONG KONG BRANCH	​	Suites 2701, 2710-14, 27/F & 28/F, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong<br>​<br><br>Attn.: Alan Chang <br>​<br><br>Email:

​

​ 164

​ PART D

THE SERVICING PARTIES

​	​	​
Name of Facility Agent	​ ​ ​	Address for Communication
E.SUN COMMERCIAL BANK, LTD. (INCORPORATED IN TAIWAN WITH LIMITED LIABILITY)	​	No. 115 & 117, Sec.3, Minsheng E.RD.,<br>Songshan District<br><br>Taipei City 105-46, Taiwan<br>​<br><br>Attn.: Nina Lo / Sandy Lin / Selina Chiu<br>​<br><br>Email:
​	​	​
Name of Security Agent	​	Address for Communication
E.SUN COMMERCIAL BANK, LTD., (A CORPORATION INCORPORATED IN TAIWAN), HONG KONG BRANCH	​	Suites 2701, 2710-14, 27/F & 28/F, Tower 6, The Gateway, Harbour City, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong <br>​<br><br>Attn.: Stanley Hsu / Chloe Jiang / Gordon<br> Hung / Pit Lin / Gloria Si<br>​<br><br>Email:

​

​ 165

​ SCHEDULE 2

CONDITIONS PRECEDENT AND SUBSEQUENT

PART A

CONDITIONS PRECEDENT TO A UTILISATION REQUEST

​ 166

​ PART B

CONDITIONS PRECEDENT TO RELEASE DATE

​ 167

​ PART C

CONDITIONS SUBSEQUENT

​ 168

​ SCHEDULE 3

REQUESTS

PART A

UTILISATION REQUEST

​ 169

​ PART B

SELECTION NOTICE

​ 170

​ SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

​ 171

​ SCHEDULE 5

FORM OF ASSIGNMENT AGREEMENT

​ 172

​ SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

​ 173

​ SCHEDULE 7

TIMETABLES

​ 174

​ EXECUTION PAGES

BORROWER	​	​
​	​	​
SIGNED by	)	​
Thaleia Kalafati	)	/s/ Thaleia Kalafati
duly authorised attorney-in-fact	)	​
for and on behalf of	)	​
ARK MARINE S.A.	)	​
in the presence of:	)	​
​	​	​
Witness’ signature:	)	/s/Eirini Chaidemenou
Witness’ name:	)	Attorney at Law
Witness’ address:	)	Athens Bar Association (32172)
​	​	Eirini Chaidemenou
​	​	Athens-Greece

​

​	​	​
GUARANTOR	​	​
​	​	​
SIGNED by	)	​
Thaleia Kalafati	)	/s/ Thaleia Kalafati
duly authorised attorney-in-fact	)	​
for and on behalf of	)	​
OKEANIS ECO TANKERS CORP.	)	​
in the presence of:	)	​
​	​	​
Witness’ signature:	)	/s/Eirini Chaidemenou
Witness’ name:	)	Attorney at Law
Witness’ address:	)	Athens Bar Association (32172)
​	​	Eirini Chaidemenou
​	​	Athens-Greece

​

​ 175

​

ORIGINAL LENDERS	​	​
SIGNED by	)	​
LIN, YING	​	/s/ LIN, YING-HUI
duly authorised	)	​
for and on behalf of	)	​
E.SUN COMMERCIAL BANK, LTD.,	)	​
(INCORPORATED IN TAIWAN WITH	)	​
LIMITED LIABILITY), HONG KONG BRANCH	)	​
in the presence of:	)	​
Witness’ signature: /s/ Stanley Hsu	)	​
Witness’ name: Stanley Hsu	)	​
Witness’ address:	​	​
28F, Tower 6, The Gateway, 9 Canton Rd, TST, KLN, HK	)	​
​	​	​

​

​	​	​
SIGNED by	)	/s/ Te-Wei, Lin
duly authorised	)	Name: Te-Wei, Lin
for and on behalf of	)	Title: Vice President & General Manager
HUA NAN COMMERCIAL BANK, LTD.,	)	​
OFFSHORE BANKING BRANCH	)	​
in the presence of:	)	​
Witness’ signature:	)	/s/ Shih-Che, Chen
Witness’ name:	)	Shih-Che, Chen
Witness’ address:	)	Title: Assistant Vice President
​	​	Address: 14F, No. 123, Songren Rd, Xinyi Dist, Taipei, Taiwan
​	​	(R.O.C.)

​

​	​	​
SIGNED by	)	/s/ Christine Lin
duly authorised	)	Christine Lin
for and on behalf of	)	Title: VP & General Manager
CHANG HWA COMMERCIAL BANK, LTD.	)	​
in the presence of:	)	​
Witness’ signature:	)	/s/ Sylven Chen
Witness’ name:	)	Sylven Chen
Witness’ address:	)	Title: AVP & Manager
​	​	Address: 1401, Tower 2, The Gateway, 25 Canton Road, Tsimshatsui,
​	​	Kowloon, Hond Kong

​

SIGNED by	)	/s/ Huang, Pao Hsing
duly authorised	)	Huang, Pao Hsing
for and on behalf of	)	CE & General Manager
LAND BANK OF TAIWAN CO., LTD.	)	​
(INCORPORATED IN TAIWAN),	)	​
HONG KONG BRANCH	)	​
in the presence of:	)	​
Witness’ signature: /s/ Yeh, Jen Hao	)	​
Witness’ name: Yeh, Jen Hao	)	​
Witness’ address: Unit 3101-6 & 12, 31F., Tower 1,	)	​
The Gateway, 25 Canton Road, Tsimshatsui, KI., H.K.	​	​

​ 176

​

​	​	​
HEDGE COUNTERPARTY	​	​
SIGNED by LIN, YING-HUI	)	/s/ LIN, YING-HUI
duly authorised	)	​
for and on behalf of	)	​
E.SUN COMMERCIAL BANK, LTD.	)	​
(INCORPORATED IN TAIWAN WITH	)	​
LIMITED LIABILITY), HONG KONG BRANCH	)	​
in the presence of:	)	​
​	​	​
Witness’ signature: /s/ Stanley Hsu	)	​
Witness’ name: Stanley Hsu	)	​
Witness’ address:	)	​
28F, Tower 6, The Gateway, 9 Canton Rd, TST, KLN, HK	​	​

​

​	​	​
ARRANGER	​	​
SIGNED by LIN, YING-HUI	)	/s/ LIN, YING-HUI
duly authorised	)	​
for and on behalf of	)	​
E.SUN COMMERCIAL BANK, LTD.,	)	​
(INCORPORATED IN TAIWAN WITH	)	​
LIMITED LIABILITY), HONG KONG BRANCH	)	​
in the presence of:	)	​
Witness’ signature: /s/ Stanley Hsu	)	​
Witness’ name: Stanley Hsu	)	​
Witness’ address:	)	​
28F, Tower 6, The Gateway, 9 Canton Rd, TST, KLN, HK	​	​

​

​	​	​
FACILITY AGENT	​	​
SIGNED by duly authorised LIN, YING-HUI	)	/s/ LIN, YING-HUI
for and on behalf of	)	​
E.SUN COMMERCIAL BANK, LTD.	)	​
(INCORPORATED IN TAIWAN WITH	)	​
LIMITED LIABILITY)	)	​
in the presence of:	)	​
Witness’ signature: /s/ Stanley Hsu	)	​
Witness’ name: Stanley Hsu	)	​
Witness’ address:	)	​
28F, Tower 6, The Gateway, 9 Canton Rd, TST, KLN, HK	​	​

​

​ 177

​

​	​	​
SECURITY AGENT	​	​
SIGNED by LIN, YING-HUI	)	/s/ LIN, YING-HUI
duly authorised	)	​
for and on behalf of	)	​
E.SUN COMMERCIAL BANK, LTD.,	)	​
(A CORPORATION INCORPORATED IN TAIWAN),	)	​
HONG KONG BRANCH	)	​
in the presence of:	)	​
Witness’ signature: /s/ Stanley Hsu	)	​
Witness’ name: Stanley Hsu	)	​
Witness’ address:	)	​
28F, Tower 6, The Gateway, 9 Canton Rd, TST, KLN,	​	​
HK	​	​

​ 178

Exhibit 4.16 Dated 19 December 2025

​

​

​

​

​

​

​

OMEGA TWELVE MARINE CORP.

as Borrower

and

OKEANIS ECO TANKERS CORP.

as Parent Guarantor

and

ALPHA BANK S.A.

as Original Lender

​

​

​

​

​

​

​

FACILITY AGREEMENT

relating to the financing of part of the acquisition cost of

hull no. 5102 (tbn “NISSOS PIPERI”)

​

​

​

​

Index		​
Clause	​	Page
​	​	​
​	​	​
Section 1 Interpretation		2
1	Definitions and Interpretation	2
Section 2 The Facility		26
2	The Facility	26
3	Purpose	26
4	Conditions of Utilisation	27
Section 3 Utilisation		28
5	Utilisation	28
Section 4 Repayment, Prepayment and Cancellation		31
6	Repayment	31
7	Prepayment and Cancellation	32
Section 5 Costs of Utilisation		34
8	Interest	34
9	Interest Periods	36
10	Changes to the Calculation of Interest	37
11	Fees	39
Section 6 Additional Payment Obligations		40
12	Tax Gross Up and Indemnities	40
13	Increased Costs	43
14	Other Indemnities	45
15	Mitigation by the Lender	47
16	Costs and Expenses	48
Section 7 Guarantee		49
17	Guarantee and Indemnity	49
Section 8 Representations, Undertakings and Events of Default		52
18	Representations	52
19	Information Undertakings	59
20	Financial Covenants	62
21	General Undertakings	63
22	Insurance Undertakings	71
23	Ship Undertakings	76
24	Security Cover	85
25	Accounts and application of Earnings and Hedge Receipts	86
26	Events of Default	87
Section 9 Changes to Parties		93
27	Changes to the Lender	93
28	Changes to the Transaction Obligors	94
Section 10 Administration		95
29	Payment Mechanics	95
30	Set-Off	97
31	Conduct of business by the Lender	97
32	Bail-In	97
33	Notices	97
34	Calculations and Certificates	99
35	Partial Invalidity	100
36	Remedies and Waivers	100
37	Entire Agreement	100

​

​ ​

​

38	Settlement or Discharge Conditional	100
39	Irrevocable Payment	101
40	Amendments	101
41	Confidential Information	104
42	Confidentiality of Funding Rates	106
43	Counterparts	108
Section 11 Governing Law and Enforcement		109
44	Governing Law	109
45	Enforcement	109

​

Schedules

​

Schedule 1 The Parties		110
​	Part A The Obligors	110
​	Part B The Original Lender	111
Schedule 2 Conditions Precedent		112
​	Part A Conditions Precedent to Utilisation Request	112
​	Part B Conditions Precedent to Utilisation	113
Schedule 3 Requests		114
​	Part A Utilisation Request	114
​	Part B Selection Notice	115
Schedule 4 Details of The Ship		116
Schedule 5 Form of Compliance Certificate		117
Schedule 6 Timetables		118

​

Execution

​

Execution Page	119

​

​ ​

​ THIS AGREEMENT is made on 19 December 2025

Parties

(1)OMEGA TWELVE MARINE CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands as borrower (the “Borrower”)

(2)OKEANIS ECO TANKERS CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as guarantor (the “Parent Guarantor”)

(3)ALPHA BANK S.A., acting through its office at 93, Akti Miaouli, GR 185 38, Piraeus, Greece as lender (the “Original Lender”)

Background

(A)The Lender has agreed to make available to the Borrower a secured term loan facility, in a single advance, in an amount of up to the lesser of (i) $45,000,000 and (ii) 50 per cent. of the Initial Market Value of the Ship for the purpose of financing part of the Acquisition Cost of the Ship.

(B)The Lender has agreed to enter into interest rate swap transactions with the Borrower from time to time to hedge the Borrower’s exposure under this Agreement to interest rate fluctuations.

Operative Provisions

​

​ ​

​ Section 1

​

Interpretation

1	Definitions and Interpretation
1.1	Definitions
---	---

In this Agreement:

“2002 ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“Account” means each of the Earnings Account and the Cash Collateral Account.

“Account Bank” means Alpha Bank S.A. acting through its office at 93 Akti Miaouli, 185 38, Piraeus, Greece or any replacement bank or other financial institution as may be approved by the Lender.

“Acquisition Cost” means the purchase price payable by the Borrower to the Seller under clause 1 (purchase price) of the MOA.

“Account Security” means a document creating Security over any Account in agreed form.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Annex VI” means Annex VI of the Protocol of 1997 to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto and as further amended from time to time.

“Anti-Bribery and Corruption Laws” means all laws, rules, and regulations from time to time, as amended, concerning or relating to bribery or corruption, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and all other applicable anti-bribery and corruption laws.

“Anti-Money Laundering / Combat Terrorist Financing Laws” means the collective of all applicable customer due diligence, recordkeeping and reporting requirements in light of anti-money laundering and/or counter terrorist financing statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency.

“Approved Brokers” means any firm or firms of insurance brokers approved in writing by the Lender and the Borrower.

“Approved Classification” means, as at the date of this Agreement, the classification specified in Schedule 4 (Details of the Ship) with the Approved Classification Society or the equivalent classification with another Approved Classification Society.

“Approved Classification Society” means, as at the date of this Agreement, the classification society specified in Schedule 4 (Details of the Ship) or any other classification society approved in writing by the Lender.

​ 2

​ “Approved Commercial Manager” means, as at the date of this Agreement, the manager specified as the approved commercial manager in Schedule 4 (Details of the Ship) or any other person approved in writing by the Lender, as the commercial manager of the Ship.

“Approved Flag” means, as of the Delivery Date, the flag in relation to the Ship specified in Schedule 4 (Details of the Ship) or such other flag and, if applicable port of registry, approved in writing by the Lender.

“Approved Manager” means, the Approved Commercial Manager or the Approved Technical Manager.

“Approved Technical Manager” means, as at the date of this Agreement, the manager specified as the approved technical manager in Schedule 4 (Details of the Ship) or any other person approved in writing by the Lender, as the technical manager of the Ship.

“Approved Valuer” means, each of Fearnleys A.S., Clarksons-Platou Security AS, Arrow Shipbroking Group, Braemar ACM Valuations, Simpson Spence Young (SSY), Allied Shipbrokers, Associated Shipbroking Monaco, Cass Technava, Galbraith, Howe Robinson, Maersk Shipbrokers and Optima Shipbrokers (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Lender.

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Assignable Charter” means, any Charter which has, or is capable of having, of a duration (or by virtue of any extensions, capable of exceeding a duration) of 12 months or more or any bareboat charter in respect of the Ship entered into in accordance with Clauses 23.17 (Restrictions on chartering, appointment of managers etc.) and 23.20 (Charterparty Assignment).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including 31 January 2026.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

(a)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;
(b)	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
---	---
(c)	in relation to the United Kingdom, the UK Bail-In Legislation.
---	---

​ 3

​ “Break Costs” means any cost or amount which is incurred or suffered by the Lender (as reasonably determined by the Lender and certified to the Borrower pursuant to Clause 10.4 (Break Costs)) arising as a direct consequence of a payment by the Borrower to the Lender of any amount of the Loan other than on the last day of the relevant Interest Period in respect of the Loan (or the relevant part of it).

“Builder” means Daehan Shipbuilding Co., Ltd., a company organized and existing under the laws of the Republic of Korea, having its registered office at 498, Josunso-gil, Hwawon-myeon, Haenam-gun, Jeollanam-do, 59000, Republic of Korea.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in:

(a)	South Korea, only in relation to any payments made for the delivery of the Ship;
(b)	New York, Piraeus, United Kingdom and Athens; and
---	---
(c)	(in relation to the fixing of an interest rate) which is a US Government Securities Business Day.
---	---

“Cash Collateral Account” means an account in the name of the Borrower or the Approved Commercial Manager held with the Account Bank designated “[Omega Twelve Marine Corp.][OET Chartering Inc.] – Cash Collateral Account” and includes any sub-account thereof and any other account designated in writing by the Lender to be the Cash Collateral Account for the purposes of this Agreement.

“Charter” means, any charter relating to the Ship, or other contract for its employment, whether or not already in existence.

“Charter Guarantee” means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

“Charterparty Assignment” means, in respect of any Assignable Charter, an assignment of the rights of the Borrower under that Assignable Charter (and any relevant Charter Guarantee) in favour of the Lender in agreed form.

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

“Commercial Management Agreement” means the agreement entered into between the Borrower and the Approved Commercial Manager regarding the commercial management of the Ship.

“Commitment” means $45,000,000, to the extent not cancelled or reduced under this Agreement.

“Compliance Certificate” means a certificate in the form set out in Schedule 5 (Form of Compliance Certificate) or in any other form agreed between the Parent Guarantor and the Lender.

“Confidential Information” means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which the Lender becomes aware in its capacity as, or for the purpose of becoming, the Lender or which is received by the Lender in relation to, or for the purpose of becoming the Lender under, the Finance Documents or the

​ 4

​ Facility from any member of the Group or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(a)	information that:
(i)	is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 41 (Confidential Information); or
---	---
(ii)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
---	---
(iii)	is known by the Lender before the date the information is disclosed to it by any member of the Group or any of its advisers or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
---	---
(b)	any Funding Rate.
---	---

“Confidentiality Undertaking” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrower and the Lender.

“Deed of Covenant” means, if required by the laws of the Approved Flag, a deed of covenant collateral to the Mortgage and creating Security over the Ship in agreed form.

“Default” means an Event of Default or a Potential Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Lender.

“Delivery Date” means, the date on which the Ship is delivered by the Seller to the Borrower under the MOA.

“Disruption Event” means either or both of:

(a)	a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the 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, if applicable, any Transaction Obligor; or
(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Transaction Obligor preventing that, or any other, Party or, if applicable, any Transaction Obligor:
---	---
(i)	from performing its payment obligations under the Finance Documents; or
---	---

​ 5

​

(ii)	from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

“Document of Compliance” has the meaning given to it in the ISM Code.

“dollars” and “$” mean the lawful currency, for the time being, of the United States of America.

“Earnings” means, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or the Lender and which arise out of or in connection with or relate to the use or operation of the Ship, including (but not limited to):

(a)	the following, save to the extent that any of them is, with the prior written consent of the Lender, pooled or shared with any other person:
(i)	all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;
---	---
(ii)	the proceeds of the exercise of any lien on sub-freights;
---	---
(iii)	compensation payable to the Borrower or the Lender in the event of requisition of the Ship for hire or use;
---	---
(iv)	remuneration for salvage and towage services;
---	---
(v)	demurrage and detention moneys;
---	---
(vi)	without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship;
---	---
(vii)	all moneys which are at any time payable under any Insurances in relation to loss of hire;
---	---
(viii)	all monies which are at any time payable to the Borrower in relation to general average contribution; and
---	---
(b)	if and whenever the Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (viii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Ship.
---	---

“Earnings Account” means:

(a)	an account in the name of the Borrower with the Account Bank designated “Omega Twelve Marine Corp. - Earnings Account”;
(b)	any other account in the name of the Borrower with the Account Bank which may, with the prior written consent of the Lender, be opened in the place of the account
---	---

​ 6

​ referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)	any sub-account of any account referred to in paragraphs (a) or (b) above.

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Environmental Approval” means any present or future permit, ruling, variance or other Authorisation required under Environmental Law.

“Environmental Claim” means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, “claim” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

“Environmental Incident” means:

(a)	any release, emission, spill or discharge of Environmentally Sensitive Material whether within the Ship or from the Ship into any other vessel or into or upon the air, water, land or soils (including the seabed) or surface water; or
(b)	any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than the Ship and which involves a collision between the Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Ship and/or any Transaction Obligor and/or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or
---	---
(c)	any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from the Ship and in connection with which the Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or other manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.
---	---

“Environmental Law” means any present or future law relating to vessel disposal, energy efficiency, carbon reduction, emissions, emissions trading, pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

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

​ 7

​ “EU Bail-In Legislation Schedule” means the document described as such and published by the LMA from time to time.

“EU Ship Recycling Regulation” means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC.

“Event of Default” means any event or circumstance specified as such in Clause 26 (Events of Default).

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices through which the Lender will perform its obligations under this Agreement.

“FATCA” means:

(a)	sections 1471 to 1474 of the Code or any associated regulations;
(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
---	---
(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
---	---

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

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

“Finance Document” means:

(a)	this Agreement;
(b)	the Nominated Family Side Letter;
---	---
(c)	the Utilisation Request;
---	---
(d)	any Security Document;
---	---
(e)	any Hedging Agreement;
---	---
(f)	any Subordination Agreement;
---	---
(g)	any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or
---	---
(h)	any other document designated as such by the Lender and the Borrower.
---	---

​ 8

​ “Financial Indebtedness” means any indebtedness for or in relation to:

(a)	moneys borrowed;
(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
---	---
(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
---	---
(d)	the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with IFRS, be treated as a balance sheet liability;
---	---
(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
---	---
(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;
---	---
(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative 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 derivative transaction, that amount) shall be taken into account);
---	---
(h)	any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
---	---
(i)	the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.
---	---

“Funding Rate” means any rate notified by the Lender to the Borrower pursuant to sub-paragraph (ii) of paragraph (a) of Clause 10.3 (Cost of funds).

“General Assignment” means, the general assignment creating Security over:

(a)	the Earnings, the Insurances and any Requisition Compensation; and
(b)	any Charter and any Charter Guarantee,
---	---

in agreed form.

“Group” means the Parent Guarantor and its Subsidiaries from time to time during the Security Period (whether direct or indirect and including but not limited to, the Borrower) and “member of the Group” shall be construed accordingly.

“Hedge Receipts” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower under the Hedging Agreement.

​ 9

​ “Hedging Agreement” means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by the Borrower for the purpose of hedging interest payable under this Agreement.

“Hedging Agreement Security” means, a hedging agreement security creating Security over the Borrower’s rights and interests in the Hedging Agreement, in agreed form.

“Hedging Close-Out Liabilities” means as at any relevant date the net aggregate amount in dollars which would be payable by the Borrower under the Hedging Agreement at the relevant determination date as a result of termination or closing out under the Hedging Agreement.

“Hedging Prepayment Proceeds” means any Hedge Receipts arising as a result of termination or closing out under the Hedging Agreement.

“Historic Term SOFR” means, in relation to the Loan or any part of the Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan and which is as of a day which is no more than three US Government Securities Business Days before the Quotation Day.

“Holding Company” means, in relation to a person, any other person in relation to which it is a Subsidiary.

“IACS” means the International Association of Classification Societies.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Indemnified Person” has the meaning given to it in Clause 14.2 (Other indemnities).

“Initial Market Value” means, the Market Value of the Ship determined in accordance with the valuation relative thereto referred to in paragraph 2.5 of Part B of Schedule 2 (Conditions Precedent).

“Insurances” means, in relation to the Ship:

(a)	all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association, effected in relation to the Ship, its Earnings or otherwise in relation to the Ship whether before, on or after the date of this Agreement; and
(b)	all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.
---	---

“Interest Payment Date” has the meaning given to it in paragraph (a) of Clause 8.2 (Payment of interest).

“Interest Period” means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

​ 10

​ “Interpolated Historic Term SOFR” means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either:
(i)	the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that part of the Loan; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, the most recent SOFR for a day which is no more than five US Government Securities Business Days (and no less than two US Government Securities Business Days) before the Quotation Day; and
---	---
(b)	the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan.
---	---

“Interpolated Term SOFR” means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either
(i)	the applicable Term SOFR (as of the Specified Time) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that part of the Loan; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, SOFR for the day which is two US Government Securities Business Days before the Quotation Day; and
---	---
(b)	the applicable Term SOFR (as of the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan.
---	---

“Inventory of Hazardous Materials” means, an inventory certificate or statement of compliance (as applicable) issued by the relevant classification society or shipyard authority which is supplemented by a list of any and all materials known to be potentially hazardous utilised in the construction of, or otherwise installed on the Ship pursuant to the requirements of the EU Ship Recycling Regulation.

“ISDA Master Agreement” means a 2002 ISDA Master Agreement.

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

​ 11

​ “ISPS Code” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

“ISSC” means an International Ship Security Certificate issued under the ISPS Code.

“Lender” means:

(a)	the Original Lender; and
(b)	any bank, financial institution, trust, fund or other entity which has become the Lender in accordance with Clause 27 (Changes to the Lender),
---	---

which in each case has not ceased to be a Party in accordance with this Agreement.

“LMA” means the Loan Market Association or any successor organisation.

“Loan” means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a “part of the Loan” means any part of the Loan as the context may require.

“Major Casualty” means, any casualty to the Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency.

“Management Agreement” means the Technical Management Agreement or the Commercial Management Agreement.

“Manager’s Undertaking” means, the letter of undertaking from the Approved Technical Manager and the letter of undertaking from the Approved Commercial Manager respectively subordinating its rights against the Ship and the Borrower to the rights of the Lender in agreed form.

“Margin” means:

(a)	subject to paragraph (b) below, 1.30 per cent. per annum (provided that the Guarantor is rated “AA” or “A” from ICAP on the Utilisation Date); and
(b)	for the duration of any relevant Interest Period, 0.50 per cent. per annum for any part of the Loan in respect of which an amount of at least $1,000,000 is deposited and blocked for the whole of such Interest Period in the Cash Collateral Account in accordance with Clause 8.5 (Cash Collateral).
---	---

“Market Disruption Rate” means the Term SOFR Reference Rate.

“Market Value” means, in relation to the Ship or any other vessel, at any date, an amount determined by the Lender as being an amount equal to:

(a)	the market value of the Ship or vessel shown by a valuation prepared:
(i)	in relation to the Initial Market Value, as at a date not more than 30 days previously;
---	---
(ii)	at all other times 30 days prior to the Utilisation Date;
---	---

​ 12

​

(iii)	by an Approved Valuer selected and appointed by the Borrower and acceptable to the Lender;
(iv)	with or without physical inspection of the Ship or vessel (as the Lender may require); and
---	---
(v)	on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any Charter.
---	---

“Material Adverse Effect” means in the reasonable opinion of the Lender a material adverse effect on:

(a)	the business, operations, property or condition (financial or otherwise) or prospects of any member of the Group or the Group as a whole; or
(b)	the ability of any Obligor to perform its obligations under any Finance Document; or
---	---
(c)	the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of the Lender under any of the Finance Documents.
---	---

“Minimum Liquidity” has the meaning given to it in Clause 20.1 (Minimum Liquidity).

“MOA” means the memorandum of agreement dated 7 November 2025 (as amended by addendum No.1 thereto dated 17 December 2025 and as from time to time further amended and/or supplemented) and made among, inter alia, (i) the Parent Guarantor or its wholly nominee as buyer of the Ship and (ii) the Seller as seller whereby the Seller has agreed to sell the Ship on a back to back basis to the Borrower, following its delivery to it under the Shipbuilding Contract.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)	(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
---	---
(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
---	---

The above rules will only apply to the last Month of any period.

“Mortgage” means, the first priority or, as the case may be, preferred ship mortgage on the Ship in agreed form.

“Nominated Family” means the family disclosed in writing to the Lender prior to the date of this Agreement and “members of the Nominated Family” shall be construed accordingly.

​ 13

​ “Nominated Family Side Letter” means a side letter in respect of the member of the Nominated Family, in agreed form.

“Obligor” means the Borrower or the Parent Guarantor.

“OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury.

“Original Financial Statements” means:

(a)	in relation to the Borrower, the unaudited financial statements for its financial year ending on 31 December 2026; and
(b)	in relation to the Parent Guarantor, the audited consolidated financial statements for its financial year ending on 31 December 2025.
---	---

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

“Overseas Regulations” means the Overseas Companies Regulations 2009 (SI 2009/1801).

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Permitted Charter” means:

(a)	a Charter:
(i)	which is a time, a voyage or consecutive voyage charter;
---	---
(ii)	the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months plus a redelivery allowance of not more than 30 days;
---	---
(iii)	which is entered into on bona fide arm’s length terms at the time at which the Ship is fixed; and
---	---
(iv)	in relation to which not more than two months’ hire is payable in advance; and
---	---
(b)	and any other Charter which is approved in writing by the Lender.
---	---

“Permitted Financial Indebtedness” means:

(a)	any Financial Indebtedness incurred under the Finance Documents; and
(b)	any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to a Subordination Agreement or otherwise and which is, in the case of any such Financial Indebtedness of the Borrower, the subject of Subordinated Debt Security.
---	---

“Permitted Security” means:

​ 14

​

(a)	Security created by the Finance Documents;
(b)	liens for unpaid master’s and crew’s wages in accordance with first class ship ownership and management practice and not being enforced through arrest;
---	---
(c)	liens for salvage;
---	---
(d)	liens for master’s disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and management practice and not being enforced through arrest; and
---	---
(e)	any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Ship:
---	---
(i)	not as a result of any default or omission by the Borrower;
---	---
(ii)	not being enforced through arrest; and
---	---
(iii)	subject, in the case of liens for repair or maintenance, to Clause 23.17 (Restrictions on chartering, appointment of managers etc.),
---	---

provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps and for the payment of which adequate reserves are held and provided further that such proceedings do not give rise to a material risk of the Ship or any interest in it being seized, sold, forfeited or lost).

“Potential Event of Default” means any event or circumstance specified in Clause 26 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Prohibited Person” means a person, entity or party:

(a)	listed on, or owned or controlled by a person, entity or party listed on any Sanctions List; or
(b)	located in, incorporated under the laws of, or owned or controlled by or acting on behalf of a person, entity or party located in or organised under the laws of a Sanctioned Country; or
---	---
(c)	being otherwise a target of Sanctions; or
---	---
(d)	with which the Lender is prohibited from dealing or otherwise engaging in any transaction pursuant to OFAC, United Nations, European Union or His Majesty’s Treasury Sanctions; or
---	---
(e)	acting or purporting to act on behalf of any of the parties listed in paragraphs (a) through (e) above.
---	---

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two US Government Securities Business Days before the first day of that period unless market practice differs in the relevant syndicated loan market in which case the

​ 15

​ Quotation Day will be determined by the Lender in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Jurisdiction” means, in relation to a Transaction Obligor:

(a)	its Original Jurisdiction;
(b)	any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;
---	---
(c)	any jurisdiction where it conducts its business; and
---	---
(d)	the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.
---	---

“Relevant Market” means the market for overnight cash borrowing collateralised by US Government Securities.

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

“Repayment Date” means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of the Loan).

“Repayment Instalment” has the meaning given to it in Clause 6.1 (Repayment of the Loan).

“Repeating Representation” means each of the representations set out in Clause 18 (Representations) except Clause 18.10 (Insolvency), Clause 18.11 (No filing or stamp taxes) and Clause 18.12 (Deduction of Tax) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Requisition” means:

(a)	any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of the Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any

​ 16

​ government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b)	any capture or seizure of the Ship (including any hijacking or theft) by any person whatsoever.

“Requisition Compensation” includes all compensation or other moneys payable to the Borrower by reason of any Requisition or any arrest or detention of the Ship in the exercise or purported exercise of any lien or claim.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Russian Oil Price Cap Measures” means the Russian oil price cap restrictions and requirements imposed by law or regulation of the United Kingdom, the Council of the European Union and the United States of America and any other similar restrictions on the supply or delivery or maritime transportation of Russian Oil Products applicable to any Obligor.

“Russian Oil Products” means oil and oil products falling within commodity codes 2709 or 2710 which originate in or are consigned from Russia.

“Safety Management Certificate” has the meaning given to it in the ISM Code.

“Safety Management System” has the meaning given to it in the ISM Code.

“Sanctioned Country” means a country or territory that is subject to comprehensive country-wide or territory-wide Sanctions (currently Cuba, Iran, North Korea, Crimea and the non-government-controlled areas of Donetsk, Kherson, Zaporizhzhia and Luhansk regions of Ukraine).

“Sanctioned Ship” means a ship which is the subject of Sanctions.

“Sanctions” means any sanctions (including US “secondary 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):

(a)	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; or
(b)	otherwise imposed by any law or regulation binding on a Transaction Obligor or to which a Transaction Obligor is subject.
---	---

“Sanctions List” means the Specially Designated Nations and Blocked Persons list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by His Majesty’s Treasury, or any similar list maintained by, or public announcement of a Sanctions designation made by the United Kingdom, the Council of the European Union, the United Nations or its Security Council, the United States of America or any law or regulation binding on a Transaction Obligor or to which a Transaction Obligor is subject.

​ 17

​ “Secured Liabilities” means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to the Lender under or in connection with each Finance Document.

“Security” means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

“Security Assets” means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Security Cover Ratio” means, at any relevant time:

(a)	the Market Value of the Ship; plus
(b)	the Minimum Liquidity; plus
---	---
(c)	the net realisable value of additional Security previously provided under Clause 24 (Security Cover) expressed as a percentage of the Loan and any Hedging Close-Out Liabilities.
---	---

“Security Document” means:

(a)	any Mortgage;
(b)	any Deed of Covenant;
---	---
(c)	any General Assignment;
---	---
(d)	any Account Security;
---	---
(e)	any Manager’s Undertaking;
---	---
(f)	any Charterparty Assignment;
---	---
(g)	any Hedging Agreement Security;
---	---
(h)	any Subordinated Debt Security;
---	---
(i)	any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or
---	---
(j)	any other document designated as such by the Lender and the Borrower.
---	---

“Security Period” means the period starting on the date of this Agreement and ending on the date on which the Lender is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

“Security Property” means:

(a)	the Transaction Security expressed to be granted in favour of the Lender and all proceeds of that Transaction Security;

​ 18

​

(b)	all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the Lender and secured by the Transaction Security together with all representations and warranties expressed to be given by a Transaction Obligor or any other person in favour of the Lender; and
(c)	the Lender’s interest in any turnover trust created under the Finance Documents,
---	---

“Selection Notice” means a notice substantially in the form set out in Part B (Selection Notice) of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

“Seller” means, North Star Maritime LLC a corporation incorporated and validly existing in the Republic of the Marshall Islands with registered address Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

“Ship” means the 157,993 DWT suezmax vessel with hull no. 5102 (to be named “NISSOS PIPERI”) which is currently being constructed by the Builder for, and to be purchased by the Seller pursuant to the Shipbuilding Contract and to be sold on a back-to-back basis to the Borrower pursuant to the MOA on the Delivery Date and registered in its ownership under an Approved Flag, details of which are set out opposite its name in Schedule 4 (Details of the Ship).

“Shipbuilding Contract” means, the shipbuilding contract dated 18 September 2023 (as the same may from time to time be further amended and/or supplemented) in respect of the construction of the Ship and made between (a) the Seller as buyer and (b) the Builder as builder.

“SOFR” means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

“Specified Time” means a day or time determined in accordance with Schedule 6 (Timetables).

“Statement of Compliance” means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

“Subordinated Creditor” means:

(a)	a Transaction Obligor; or
(b)	any other person who becomes a Subordinated Creditor in accordance with this Agreement.
---	---

“Subordinated Debt Security” means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Lender in an agreed form.

“Subordinated Finance Document” means:

(a)	a Subordinated Loan Agreement; and
(b)	any other document relating to or evidencing Subordinated Liabilities.
---	---

​ 19

​ “Subordinated Liabilities” means all indebtedness owed or expressed to be owed by the Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

“Subordinated Loan Agreement” means any loan agreement made or to be made between (i) the Borrower and (ii) a Subordinated Creditor.

“Subordination Agreement” means a subordination agreement entered into or to be entered into by each Subordinated Creditor and the Lender in agreed form.

“Subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Credit” has the meaning given to it in Clause 12.1 (Definitions).

“Tax Deduction” has the meaning given to it in Clause 12.1 (Definitions).

“Tax Payment” has the meaning given to it in Clause 12.1 (Definitions).

“Technical Management Agreement” means the agreement entered into between the Borrower and the Approved Technical Manager regarding the technical management of the Ship.

“Term SOFR” means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

“Term SOFR Reference Rate” means, in relation to the Loan or any part of the Loan:

(a)	the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or
(b)	as otherwise determined pursuant to Clause 10.1 (Unavailability of Term SOFR),
---	---

and if, in either case, that rate is less than zero, the Term SOFR Reference Rate shall be deemed to be zero.

“Termination Date” means, the date falling seven years from the Utilisation Date.

“Third Parties Act” has the meaning given to it in Clause 1.5 (Third party rights).

“Total Loss” means:

(a)	actual, constructive, compromised, agreed or arranged total loss of the Ship; or
(b)	any Requisition of the Ship unless the Ship is returned to the full control of the Borrower within 45 days of such Requisition.
---	---

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

​ 20

​

(a)	in the case of an actual loss of the Ship, the date on which it occurred or, if that is unknown, the date when the Ship was last heard of;
(b)	in the case of a constructive, compromised, agreed or arranged total loss of the Ship, the earlier of:
---	---
(i)	the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and
---	---
(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with the Ship’s insurers in which the insurers agree to treat the Ship as a total loss;
---	---
(c)	in the case of a Requisition, the date on which that Requisition occurs; and
---	---
(d)	in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Lender that the event constituting the total loss occurred.
---	---

“Transaction Document” means:

(a)	a Finance Document;
(b)	a Subordinated Finance Document;
---	---
(c)	the MOA;
---	---
(d)	any Charter; or
---	---
(e)	any other document designated as such by the Lender and the Borrower.
---	---

“Transaction Obligor” means an Obligor, any Approved Manager (who is controlled or owned by members of the Nominated Family) or any other member of the Group who executes a Transaction Document.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

“UK Bail-In Legislation” means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Establishment” means a UK establishment as defined in the Overseas Regulations.

“Unpaid Sum” means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

“US” means the United States of America.

“US Government Securities Business Day” means any day other than:

(a)	a Saturday or a Sunday; and

​ 21

​

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

“US Tax Obligor” means:

(a)	a person which is resident for tax purposes in the US; or
(b)	a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.
---	---

“Utilisation” means the utilisation of the Facility.

“Utilisation Date” means the date on which the Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Part A (Utilisation Request) of Schedule 3 (Requests).

“VAT” means:

(a)	any value added tax imposed by the Value Added Tax Act 1994;
(b)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
---	---
(c)	any other tax of a similar nature, whether imposed in the United Kingdom or a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) above, or imposed elsewhere.
---	---

“Write-down and Conversion Powers” means:

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

​ 22

​ any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)	any similar or analogous powers under that Bail-In Legislation.
1.2	Construction
---	---
(a)	Unless a contrary indication appears, a reference in this Agreement to:
---	---
(i)	the “Account Bank”, the “Lender”, any “Obligor”, any “Party”, any “Transaction Obligor” or any other person shall be construed so as to include its successors in title and permitted assigns;
---	---

(ii)“applicable Sanctions” includes (but is not limited to):

(A)any Sanctions applicable to any of the Obligors or any other member of the Group or any of their Affiliates, directors, officers or employees; and

(B)any Sanctions which would otherwise apply either directly or indirectly to the performance of any of the Parties’ rights and obligations under this Agreement;

(iii)	“assets” includes present and future properties, revenues and rights of every description;
(iv)	a liability which is “contingent” means a liability which is not certain to arise and/or the amount of which remains unascertained;
---	---
(v)	the Lender’s “cost of funds” in relation to the funding of the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a notional basis) which the Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of the Loan or that part of the Loan for a period equal in length to the Interest Period of the Loan or that part of the Loan;
---	---
(vi)	“document” includes a deed and also a letter, fax, email or telex;
---	---
(vii)	“expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;
---	---
(viii)	a “Finance Document”, a “Security Document” or “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, replaced, novated, supplemented, extended or restated;
---	---
(ix)	“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
---	---

​ 23

​

(x)	“law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;
(xi)	“proceedings” means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;
---	---
(xii)	a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
---	---
(xiii)	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;
---	---
(xiv)	a reference to the “Ship”, its name, its flag and, if applicable, its port of registry shall include any replacement name, flag and, if applicable, replacement port of registry, in each case, as may be approved in writing from time to time by the Lender;
---	---
(xv)	a provision of law is a reference to that provision as amended or re-enacted from time to time;
---	---
(xvi)	a time of day is a reference to London time;
---	---
(xvii)	any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;
---	---
(xviii)	words denoting the singular number shall include the plural and vice versa; and
---	---
(xix)	“including” and “in particular” (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.
---	---
(b)	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.
---	---
(c)	Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.
---	---
(d)	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.
---	---
(e)	A Potential 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.
---	---
1.3	Construction of insurance terms
---	---

In this Agreement:

​ 24

​ “approved” means, for the purposes of Clause 22 (Insurance Undertakings), approved in writing by the Lender.

“excess risks” means, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims.

“obligatory insurances” means all insurances effected, or which the Borrower is obliged to effect, under Clause 22 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.

“policy” includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association being a member of the International Group of Protection and Indemnity Associations, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

“war risks” includes the risk of mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 of the International Hull Clauses (1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute Time Clauses (Hulls) (1/10/83) or any equivalent provision.

1.4	Agreed forms of Finance Documents

References in Clause 1.1 (Definitions) to any Finance Document being in “agreed form” are to that Finance Document:

(a)	in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Lender); or
(b)	in any other form agreed in writing between the Borrower and the Lender.
---	---
1.5	Third party rights
---	---
(a)	Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.
---	---
(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.
---	---
(c)	Any Affiliate, Receiver or Delegate or any other person described in paragraph (d) of Clause 14.2 (Other indemnities), may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.
---	---

​ 25

​ Section 2

The Facility

2	The Facility
2.1	The Facility
---	---

Subject to the terms of this Agreement, the Lender makes available to the Borrower a dollar term loan facility in a single advance in an amount not exceeding the Commitment.

2.2	Borrower’s Agent
(a)	The Borrower by its execution of this Agreement irrevocably appoints the Parent Guarantor to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:
---	---
(i)	the Parent Guarantor on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender and to give all notices and instructions (including Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by the Borrower notwithstanding that they may affect the Borrower, without further reference to or the consent of the Borrower; and
---	---
(ii)	the Lender to give any notice, demand or other communication to the Borrower pursuant to the Finance Documents to the Parent Guarantor,
---	---

and in each case the Borrower shall be bound as though the Borrower itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)	Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent Guarantor or given to the Parent Guarantor under any Finance Document on behalf of the Borrower or in connection with any Finance Document (whether or not known to the Borrower) shall be binding for all purposes on the Borrower as if the Borrower had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent Guarantor and the Borrower, those of the Parent Guarantor shall prevail.
3	Purpose
---	---
3.1	Purpose
---	---

The Borrower shall apply all amounts borrowed by it under the Facility only for the purpose stated in the preamble (Background) to this Agreement.

3.2	Monitoring

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

​ 26

​

4	Conditions of Utilisation
4.1	Initial conditions precedent
---	---

The Borrower may not deliver a Utilisation Request unless the Lender has received all of the documents and other evidence listed in Part A (Conditions precedent to Utilisation Request) of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.

4.2	Further conditions precedent

The Lender will only be obliged to comply with Clause 5.4 (Loan) if:

(a)	on the date of the Utilisation Request and on the proposed Utilisation Date and before the Loan is made available:
(i)	no Default is continuing or would result from the proposed Loan;
---	---
(ii)	the Repeating Representations to be made by each Transaction Obligor are true in all material respects; and
---	---
(iii)	no material adverse change in any Obligor’s assets, business or financial condition has occurred since the date of this Agreement; and
---	---
(b)	the Lender has received on the Delivery Date, or is satisfied that it will receive when the Loan is released to the Seller in accordance with Clause 5.6 (Retentions and payment to third parties), all of the documents and other evidence listed in Part B (Conditions precedent to Utilisation) of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.
---	---
4.3	Notification of satisfaction of conditions precedent
---	---

The Lender shall notify the Borrower promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent).

4.4	Waiver of conditions precedent

If the Lender, at its discretion, permits the Loan to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrower shall ensure that that condition is satisfied within five Business Days after the Utilisation Date or such later date as the Lender may agree in writing with the Borrower.

​ 27

​ Section 3

Utilisation

5	Utilisation
5.1	Delivery of a Utilisation Request
---	---

The Borrower may make one Utilisation only under the Facility by delivery to the Lender of a duly completed Utilisation Request not later than the Specified Time.

5.2	Completion of a Utilisation Request
(a)	A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
---	---
(i)	the proposed Utilisation Date is a Business Day within the Availability Period;
---	---
(ii)	the currency and amount of the Loan comply with Clause 5.3 (Currency and amount);
---	---
(iii)	all applicable deductible items have been completed; and
---	---
(iv)	the proposed Interest Period complies with Clause 9 (Interest Periods).
---	---
(b)	Only one Utilisation may be requested in a Utilisation Request.
---	---
5.3	Currency and amount
---	---
(a)	The currency specified in a Utilisation Request must be dollars.
---	---
(b)	The amount of the Loan must be an amount which is not more than, the lesser of (i) $45,000,000 and (ii) 50 per cent. of the Initial Market Value of the Ship.
---	---
(c)	The amount of the proposed Loan must be an amount which is not more than the Commitment.
---	---
5.4	Loan
---	---

If the conditions set out in this Agreement have been met, the Lender shall make the Loan available by the Utilisation Date through its Facility Office.

5.5	Cancellation of Commitment

On the earlier of the Utilisation Date and the last day of the Availability Period any Commitment which is then unutilised shall be cancelled.

5.6	Retentions and payment to third parties

The Borrower irrevocably authorises the Lender:

(a)to deduct from the proceeds of the Loan any fees then payable to the Lender in accordance with Clause 11 (Fees) in the Utilisation Request and to apply them in payment of the items to which they relate; and

​ 28

​ (b)on the Utilisation Date to pay to, or for the account of, the Borrower the balance (after any deduction made in accordance with paragraph (a) above) of the Loan. That payment shall be made to the Earnings Account and thereafter remitted to the account which the Borrower specifies in the Utilisation Request to be held to the order of the Lender in accordance with the terms of the MT199 irrevocable swift instructions attached to the Utilisation Request.

5.7****Disbursement of Loan

Payment by the Lender under Clause 5.6 (Retentions and payment to third parties) shall constitute the making of the Loan and the Borrower shall at that time become indebted, as principal and direct obligor, to the Lender in an amount equal to the Loan.

5.8****Prepositioning of funds

(a)The Borrower has agreed with the Seller pursuant to the terms of the MOA that a part of the balance funds relating to the acquisition of the Ship following its delivery, should be remitted directly to the Builder.

(b)Notwithstanding the foregoing provisions of this Clause 5 (Utilisation) in the event that the Loan is required to be drawn down prior to the satisfaction of the requirements of Clause 4.2 (Further conditions precedent) and remitted to the Builder’s bank or any other bank designated by the Borrower (the “Relevant Bank”) for the purpose of financing the Acquisition Cost of the Ship, the Lender may in its absolute discretion agree to preposition such amount (the “Prepositioned Amount”) with the Relevant Bank prior to satisfaction of the requirements of Clause 4.2 (Further conditions precedent) Provided that:

(i)the Prepositioned Amount remitted shall be held in suspense in the Lender’s name and to the order of the Lender pursuant to the terms of the MT199 irrevocably swift instructions agreed between the Lender and the Builder;

(ii)the Prepositioned Amount will only be released to the Builder upon the receipt of (a) a protocol of delivery and acceptance duly signed by (i) the Seller and (ii) the Builder under the Shipbuilding Contract, (b) a protocol of delivery and acceptance duly signed by (i) the Seller and (ii) the Borrower under the MOA and (c) the Lender’s release instructions in the form agreed pursuant to the terms of the MT199 irrevocably swift instructions;

(iii)in the event that the Prepositioned Amount or any part thereof, is not released in accordance with the Lender’s instructions, the Prepositioned Amount held by the Relevant Bank, upon the Lender’s notice to the Relevant Bank, shall be returned to the Earnings Account within one Business Day after receipt by the Relevant Bank of such notice (or such other period as the Lender may specify in its remittance instructions) and shall be applied towards prepayment of the Loan and payment of any other amounts due under the Finance Documents.

(c)The Borrower shall, without duplication, indemnify the Lender against any costs, loss or liability it may incur in connection with the arrangements described in paragraph (a) above.

(d)If the Lender has agreed to the Borrower’s request under this Clause 5.8 (Prepositioning of funds), subject to the terms of Clause 5.6 (, the Lender shall, on the Delivery Date, instruct the Relevant Bank to release the Prepositioned Amount to the Builder subject to:

​ 29

​ (i)the Lender having received, or being satisfied that it will receive on the Delivery Date, all the documents described in Part B of Schedule 2 (Conditions Precedent) in respect of that Ship in form and substance satisfactory to the Lender and its lawyers and further subject to the other provisions of Clause 5.2 (Completion of a Utilisation Request); and

(ii)the other requirements of Clause 4.2 (Further conditions precedent) being satisfied.

​ 30

​ Section 4

Repayment, Prepayment and Cancellation

6	Repayment
6.1	Repayment of the Loan
---	---

The Borrower shall repay the Loan by:

(a)	28 equal consecutive quarterly instalments, in the amount of $525,000 each (each a “Repayment Instalment” and collectively, the “Repayment Instalments”), the first of which shall be repaid on the date falling 3 Months after the Utilisation Date, each subsequent Repayment Instalment shall be repaid at quarterly intervals thereafter and the last Repayment Instalment shall be repaid on the Termination Date; and
(b)	a balloon payment in an amount equal to $30,300,000 which shall be repaid on the Termination Date.
---	---
6.2	Effect of cancellation and prepayment on scheduled repayments
---	---
(a)	If the whole or any part of the Commitment is cancelled under Clause 7.1 (Illegality and Sanctions affecting the Lender) then the Repayment Instalments falling after that cancellation will reduce pro rata by the amount of the Commitment so cancelled.
---	---
(b)	If the whole or part of any Commitment is cancelled pursuant to Clause 5.5 (Cancellation of Commitment) or Clause 7.2 (Voluntary and automatic cancellation), the amount of the Loan then unutilised shall be reduced rateably and the Repayment Instalments for each Repayment Date falling after that cancellation will be reduced pro rata by the amount of the Commitment so cancelled.
---	---
(c)	If any part of the Facility is repaid or prepaid in accordance with Clause 7.1 (Illegality and Sanctions affecting the Lender) then the Repayment Instalments falling after that repayment or prepayment will be reduced pro rata by the amount of the Loan repaid or prepaid.
---	---
(d)	If any part of the Loan is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Loan) then the amount of the Repayment Instalments falling after that repayment or prepayment will be reduced pro rata by the amount of the Loan repaid or prepaid.
---	---
(e)	Any partial prepayment of the Loan under Clause 7.4 (Mandatory prepayment on sale or Total Loss) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.
---	---
6.3	Termination Date
---	---

On the Termination Date, the Borrower shall additionally pay to the Lender all other sums then accrued and owing under the Finance Documents.

6.4	Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

​ 31

​

7	Prepayment and Cancellation
7.1	Illegality and Sanctions affecting the Lender
---	---
(a)	If it becomes unlawful and/or contrary to Sanctions, in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in the Utilisation or to determine or charge interest rates based upon Term SOFR, or it becomes unlawful for any Affiliate of the Lender for the Lender to do so, or
---	---
(b)	in the opinion of the Lender acting reasonably anything whatsoever is done or omitted to be done by a Transaction Obligor which would result in the Lender being in breach of or made subject to Sanctions:
---	---
(i)	the Lender shall promptly notify the Borrower upon becoming aware of that event and the Commitment will be immediately cancelled; and
---	---
(ii)	the Borrower shall prepay the Loan on the last day of the Interest Period for the Loan occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law) and the Commitment shall be cancelled; and
---	---
(iii)	accrued interest and all other amounts accrued for the Lender under the Finance Documents shall be immediately due and payable.
---	---
7.2	Voluntary and automatic cancellation
---	---
(a)	The Borrower may, if it gives the Lender not less than three Business Days’ (or such shorter period as the Lender may agree) prior notice, cancel the whole or any part (being a minimum amount of $500,000) of the Commitment.
---	---
(b)	The unutilised Commitment (if any) shall be automatically cancelled at close of business on the Utilisation Date.
---	---
7.3	Voluntary prepayment of Loan
---	---

The Borrower may, if it gives the Lender not less than three Business Days’ (or such shorter period as the Lender may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being a minimum amount of $500,000).

7.4	Mandatory prepayment on sale or Total Loss
(a)	If the Ship is sold or becomes a Total Loss, the Borrower shall prepay the Loan together with accrued interest and all other amounts accrued under the Finance Documents. Such repayment shall be made:
---	---
(i)	in the case of a sale of the Ship, on the date on which the sale is completed by delivery of the Ship to the buyer; and
---	---
(ii)	in the case of a Total Loss, on the earlier of:
---	---
(A)	the date falling 90 days after the Total Loss Date; and
---	---

​ 32

​

(B)	the date of receipt by the Lender of the proceeds of insurance relating to such Total Loss.

7.5****Mandatory prepayment of Hedging Prepayment Proceeds

Any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall, following payment into the Earnings Account in accordance with Clause 25.2 (Payment of Earnings), be applied on the last day of the next Interest Period for the Loan which ends after such payment in, in prepayment of the Loan and shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.

7.6****Restrictions

(a)Any notice of cancellation or prepayment given by any Party under this Clause 7 (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, the amount of that cancellation or prepayment and, if relevant, the part of the Loan to be prepaid or cancelled.

(b)Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreement in connection with that prepayment and, subject to any Break Costs, without premium or penalty.

(c)The Borrower may not reborrow any part of the Facility which is prepaid.

(d)The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.

(e)No amount of the Commitment cancelled under this Agreement may be subsequently reinstated.

​ 33

​ Section 5

Costs of Utilisation

8****Interest

8.1****Calculation of interest

The rate of interest on the Loan or any part of the Loan for each Interest Period is:

(a)at all times throughout the Security Period, subject to paragraph (b) below, the aggregate of the applicable:

(i)Margin; and

(ii)Term SOFR Reference Rate; and

(b)on and from the date on which sub-paragraph (b) of Clause 8.5 (Cash Collateral) applies, 0.50 per cent. per annum, for any part of the Loan in respect of which an amount of $1,000,000 or more is deposited and blocked in the Cash Collateral Account in accordance with Clause 8.5 (Cash Collateral).

8.2****Payment of interest

(a)The Borrower shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an “Interest Payment Date”).

(b)If an Interest Period is longer than three Months, the Borrower shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three Monthly intervals after the first day of the Interest Period.

8.3****Default interest

(a)If a Transaction Obligor fails to pay any amount payable by it under a Finance Document (other than the Hedging Agreement) on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2.00 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Lender. Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Obligors on demand by the Lender.

(b)If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:

(i)the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and

(ii)the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2.00 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

​ 34

​ (c)Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

8.4****Notification of rates of interest

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

(b)The Lender shall promptly notify the Borrower of each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum.

8.5****Cash Collateral

(a)The Lender and the Borrower agree that the Borrower shall, at all times during the Security Period, have the option to pledge in the Cash Collateral Account, prior to the beginning of an Interest Period, additional cash deposits in a minimum amount of $1,000,000 (or any increments of $1,000,000 up to the amount of the Loan outstanding at the time, the “Cash Collateral”) which shall remain blocked therein for a period at least equal to the current Interest Period for the purpose of reducing the Margin in respect of the equivalent amount of the Loan and such amount may only be withdrawn pursuant to paragraph (c) below. For the avoidance of any doubt, the Minimum Liquidity set out in Clause 20.1 (Minimum Liquidity) shall not be considered to be part of the Cash Collateral.

(b)The reduced Margin shall:

(i)apply to that part of the Loan, which is equal to the Cash Collateral standing to the credit of a Cash Collateral Account at such time; and

(ii)take effect on the first day of the next Interest Period.

(c)The Borrower may request, at any time during the Security Period, the Cash Collateral credited to the Cash Collateral Account to be on time deposit and following the Lender’s approval (which shall be provided at its sole discretion), the Cash Collateral Account shall bear interest and the Cash Collateral shall be on time deposit.

(d)The Cash Collateral (or any part thereof) may not be withdrawn from the Cash Collateral Account other than at the Borrower’s request on the last day of an Interest Period provided always that:

(i)no Event of Default has occurred which is continuing or would occur as a result of any such withdrawal;

(ii)the Borrower shall have given the Lender notice not later than two Business Days before the beginning of the following Interest Period, of their intention to withdraw in whole or in part the relevant Cash Collateral; and

(iii)after such withdrawal, the aggregate amount of the Cash Collateral shall comply with the provisions of paragraphs (a) and (b) above.

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​ 8.6****Hedging

(a)The Borrower shall enter into and shall after that date maintain Hedging Agreement in accordance with this Clause 8.6 (Hedging).

(b)The aggregate notional amount of the transactions in respect of the Hedging Agreement shall be at least 100 per cent. of the aggregate amount of the Loan.

(c)The Hedging Agreement shall:

(i)be with the Lender;

(ii)be for a term ending not later than the last Termination Date;

(iii)have settlement dates coinciding with the Interest Payment Dates;

(iv)be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Lender; and

(v)provide that the Termination Currency (as defined in the Hedging Agreement) shall be $.

(d)The rights of the Borrower under the Hedging Agreement shall be charged by way of security under a Hedging Agreement Security.

(e)If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreement exceeds or, as a result of any repayment or prepayment under this Agreement will exceed the Loan at that time, the Borrower must, at the request of the Lender, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Lender so that it no longer exceeds or will not exceed the Loan then or that will be outstanding.

9****Interest Periods

9.1****Selection of Interest Periods

(a)The Borrower may select the Interest Period for the Loan in the Utilisation Request. Subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), the Borrower may select each subsequent Interest Period in respect of the Loan in a Selection Notice.

(b)Each Selection Notice is irrevocable and must be delivered to the Lender by the Borrower not later than the Specified Time.

(c)If the Borrower fails to select an Interest Period in the Utilisation Request or fails to deliver a Selection Notice to the Lender in accordance with paragraphs (a) and (b) above, the relevant Interest Period will, subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), be three Months.

(d)Subject to this Clause 9 (Interest Periods), the Borrower may select an Interest Period of one Month, three Months or any other period agreed between the Borrower and the Lender.

(e)An Interest Period in respect of the Loan or any part of the Loan shall not extend beyond the final Termination Date.

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​ (f)In respect of a Repayment Instalment, the Borrower may request in the relevant Selection Notice that an Interest Period for a part of the Loan equal to such Repayment Instalment shall end on the Repayment Date relating to it and, subject to paragraph (d) above, select a longer Interest Period for the remaining part of the Loan.

(g)The first Interest Period for the Loan shall start on the Utilisation Date and, subject to paragraph (h) below, each subsequent Interest Period shall start on the last day of the preceding Interest Period.

(h)Except for the purposes of paragraph (f) above and Clause 9.2 (Changes to Interest Periods), the Loan shall have one Interest Period only at any time.

9.2****Changes to Interest Periods

(a)In respect of a Repayment Instalment, prior to determining the interest rate for the Loan, the Lender may establish an Interest Period for a part of the Loan equal to such Repayment Instalment to end on the Repayment Date relating to it and the remaining part of the Loan shall have the Interest Period selected in the relevant Selection Notice, subject to paragraph (d) of Clause 9.1 (Selection of Interest Periods).

(b)If the Lender makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods), it shall promptly notify the Borrower.

9.3****Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10****Changes to the Calculation of Interest

10.1****Unavailability of Term SOFR

(a)Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Term SOFR Reference Rate shall be the Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(b)Historic Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Term SOFR the applicable Term SOFR Reference Rate shall be the Historic Term SOFR for the Loan or that part of the Loan.

(c)Interpolated Historic Term SOFR: If paragraph (b) above applies but no Historic Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Term SOFR Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(d)Cost of funds: If paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, there shall be no Term SOFR Reference Rate for the Loan or that part of the Loan (as applicable) and Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.

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​ 10.2****Market disruption

If on the Quotation Day for the relevant Interest Period the Lender notifies the Borrower that its cost of funds relating to the Loan or that part of the Loan would be in excess of the Market Disruption Rate then Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

10.3****Cost of funds

(a)If this Clause 10.3 (Cost of funds) applies, the rate of interest on the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)the Margin; and

(ii)the rate notified to the Borrower by the Lender as soon as practicable and in any event within five Business Days before the date on which interest is due to be paid in respect of that Interest Period to be that which expresses as a percentage rate per annum its cost of funds relating to the Loan or that part of the Loan.

(b)If this Clause 10.3 (Cost of funds) applies and the Lender or the Borrower so require, 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 or (as the case may be) an alternative basis for funding.

(c)Subject to Clause 40.1 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of the Lender and the Borrower, be binding on all Parties.

(d)If paragraph (f) below does not apply and any rate notified to the Borrower under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

(e)If this Clause 10.3 (Cost of funds) applies pursuant to Clause ‎10.2 (Market disruption) and the Funding Rate is less than the Market Disruption Rate, the Lender’s cost of funds relating to the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate.

(f)If this Clause 10.3 (Cost of funds) applies, the Lender shall, as soon as practicable, notify the Borrower.

10.4****Break Costs

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

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​ 11****Fees

11.1****Arrangement fee

The Borrower shall pay to the Lender, on the Utilisation Date, a non-refundable arrangement fee in an amount equal to 0.65 per cent. of the Commitment as at the date of this Agreement.

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​ Section 6

Additional Payment Obligations

12****Tax Gross Up and Indemnities

12.1****Definitions

(a)In this Agreement:

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to the Lender under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

(b)Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

(c)This Clause 12 (Tax Gross Up and Indemnities) shall not apply to the Hedging Agreement.

12.2****Tax gross-up

(a)Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

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

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

(d)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor 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.

12.3****Tax indemnity

(a)The Obligors shall (within three 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

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​ (directly or indirectly) suffered for or on account of Tax by the Lender in respect of a Finance Document.

(b)Paragraph (a) above shall not apply:

(i)with respect to any Tax assessed on the Lender:

(A)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

(B)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,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender; or

(ii)to the extent a loss, liability or cost:

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

(B)relates to a FATCA Deduction required to be made by a Party.

(c)The Lender shall, if making, or intending to make, a claim under paragraph (a) above promptly notify the Obligors of the event which will give, or has given, rise to the claim.

12.4****Tax Credit

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

(a)a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and

(b)the Lender has obtained and utilised that Tax Credit,

the Lender shall pay an amount to the Obligor which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

12.5****Stamp taxes

The Obligors shall pay and, within three Business Days of demand, indemnify the Lender against any cost, loss or liability which the Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6****VAT

(a)All amounts expressed to be payable under a Finance Document by any Party to the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by the Lender to any Party under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, that

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​ Party must pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and the Lender must promptly provide an appropriate VAT invoice to that Party).

(b)Where a Finance Document requires any Party to reimburse or indemnify the Lender for any cost or expense, that Party shall reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that the Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(c)Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

(d)In relation to any supply made by the Lender to any Party under a Finance Document, if requested by the Lender, that Party must promptly provide the Lender with details of that Party’s VAT registration and such other information as is requested in connection with the Lender’s VAT reporting requirements in relation to such supply.

12.7****FATCA Information

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

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

(A)a FATCA Exempt Party; or

(B)not a FATCA Exempt Party; and

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

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

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

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

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​ (i)any law or regulation;

(ii)any fiduciary duty; or

(iii)any duty of confidentiality.

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

12.8****FATCA Deduction

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

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

13****Increased Costs

13.1****Increased costs

(a)Subject to Clause 13.3 (Exceptions), the Borrower shall, within three Business Days of a demand by the Lender, pay for the account of the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of:

(i)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii)compliance with any law or regulation made,

in each case after the date of this Agreement; or

(iii)the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b)In this Agreement:

(i)“Basel III” means:

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

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

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

(ii)“CRD IV” means:

(A)Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as amended by, amongst others, Regulation (EU) 2019/876;

(B)Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended by, amongst others, Directive (EU) 2019/878; and

(C)any other law or regulation which implements Basel III.

(iii)“Increased Costs” means:

(A)a reduction in the rate of return from the Facility or on the Lender’s (or its Affiliate’s) overall capital;

(B)an additional or increased cost; or

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

which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the Lender having entered into the Commitment or funding or performing its obligations under any Finance Document.

13.2****Increased cost claims

If the Lender intends to make a claim pursuant to Clause 13.1 (Increased costs) it shall promptly notify the Borrower.

13.3****Exceptions

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

(a)attributable to a Tax Deduction required by law to be made by an Obligor;

(b)attributable to a FATCA Deduction required to be made by a Party;

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

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​ (d)compensated for by any payment made pursuant to Clause 14.3 (Mandatory Cost); or

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

14****Other Indemnities

14.1****Currency indemnity

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

(i)making or filing a claim or proof against that Obligor; or

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

that Obligor shall, as an independent obligation, on demand, indemnify the Lender against any documented cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)Each Obligor 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.

(c)This Clause 14.1 (Currency indemnity) does not apply to any sum due to the Lender under the Hedging Agreement.

14.2****Other indemnities

(a)Each Obligor shall, on demand, indemnify the Lender and any Receiver and Delegate against:

(i)any cost, loss or liability incurred by it as a result of:

(A)the occurrence of any Event of Default which is continuing;

(B)a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date;

(C)funding, or making arrangements to fund, the Loan 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);

(D)the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; or

(E)investigating any event which it reasonably believes is a Default; and

(ii)any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Lender (otherwise than by reason of

​ 45

​ the Lender’s gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 30.8 (Disruption to Payment Systems etc.) notwithstanding the Lender’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Lender in acting as Lender under the Finance Documents.

(b)Each Obligor shall, on demand, indemnify the Lender, each Affiliate of the Lender and any Receiver and Delegate and each officer or employee of the Lender or its Affiliate or any Receiver or Delegate (as applicable) (each such person for the purposes of this Clause 14.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) 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 Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

(c)No Party other than the Lender or the Receiver or Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Lender or the Receiver or Delegate (as applicable) in respect of any claim it might have against the Lender or the Receiver or Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property.

(d)Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

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

(ii)in connection with any Environmental Claim.; and

(e)Each Obligor shall, on demand, indemnify the Lender and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:

(i)in relation to or as a result of:

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

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

(C)the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;

(D)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;

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​ (E)any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

(F)any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and

(G)instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents;

(ii)which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the Lender’s or Receiver’s or Delegate’s gross negligence or wilful misconduct).

14.3****Mandatory Cost

The Borrower shall, on demand by the Lender, pay to the Lender, such amount which the Lender certifies in a notice to the Borrower to be its good faith determination of the amount necessary to compensate it for complying with:

(a)if the Lender is lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank (or any other authority or agency which replaces all or any of its functions) in respect of loans made from that Facility Office; and

(b)if the Lender is lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions),

which, in each case, is referable to the Loan.

15****Mitigation by the Lender

15.1****Mitigation

(a)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 pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality and Sanctions affecting the Lender), Clause 12 (Tax Gross Up and Indemnities), Clause 13 (Increased Costs) or paragraph (a) of Clause 14.3 (Mandatory Cost) including (but not limited to) assigning its rights under the Finance Documents to another Affiliate or Facility Office.

(b)Paragraph (a) above does not in any way limit the obligations of any Transaction Obligor under the Finance Documents.

15.2****Limitation of liability

(a)Each Obligor shall, on demand, indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 15.1 (Mitigation).

(b)The Lender is not obliged to take any steps under Clause 15.1 (Mitigation) if either:

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​ (i)a Default has occurred and is continuing; or

(ii)in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.

16****Costs and Expenses

16.1****Transaction expenses

The Obligors shall, on demand, pay the Lender the amount of all documented costs and expenses (including legal fees) reasonably incurred by it in connection with the negotiation, preparation, printing, execution and perfection of:

(a)this Agreement and any other documents referred to in this Agreement or in a Security Document; and

(b)any other Finance Documents executed after the date of this Agreement.

16.2****Amendment costs

If:

(a)a Transaction Obligor requests an amendment, waiver or consent; or

(b)an amendment is required either pursuant to Clause 29.6 (Change of currency) or as contemplated in Clause 40.1 (Changes to reference rates); or

(c)a Transaction Obligor requests, and the Lender agrees to, the release of all or any part of the Security Assets from the Transaction Security,

the Obligors shall, on demand, reimburse the Lender for the amount of all documented costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

16.3****Enforcement and preservation costs

The Obligors shall, on demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against the Lender as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

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​ Section 7

Guarantee

17****Guarantee and Indemnity

17.1****Guarantee and indemnity

The Parent Guarantor irrevocably and unconditionally:

(a)guarantees to the Lender punctual performance by each Transaction Obligor other than the Parent Guarantor of all such other Transaction Obligor’s obligations, under the Finance Documents;

(b)undertakes with the Lender that whenever a Transaction Obligor (other than the Parent Guarantor) does not pay any amount when due under or in connection with any Finance Document, the Parent Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and

(c)agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of a Transaction Obligor (other than the Parent Guarantor) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by the Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

17.2****Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

17.3****Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Parent Guarantor under this Clause 17 (Guarantee and Indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4****Waiver of defences

The obligations of the Parent Guarantor under this Clause 17 (Guarantee and Indemnity) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to it or the Lender) including:

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​ (a)any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;

(b)the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;

(e)any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)any insolvency or similar proceedings.

17.5****Immediate recourse

The Parent Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 17 (Guarantee and Indemnity). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6****Appropriations

Until all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may:

(a)refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Parent Guarantor shall not be entitled to the benefit of the same; and

(b)hold in an interest-bearing suspense account any moneys received from the Parent Guarantor or on account of the Parent Guarantor’s liability under this Clause 17 (Guarantee and Indemnity).

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​

17.7	Deferral of Parent Guarantor’s rights

All rights which the Parent Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Lender under the Finance Documents and until the end of the Security Period and unless the Lender otherwise directs, the Parent Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 (Guarantee and Indemnity):

(a)to be indemnified by a Transaction Obligor;

(b)to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor’s obligations under the Finance Documents;

(c)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Lender;

(d)to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Parent Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity);

(e)to exercise any right of set-off against any Transaction Obligor; and/or

(f)to claim or prove as a creditor of any Transaction Obligor in competition with the Lender.

If the Parent Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Clause 29 (Payment Mechanics).

17.8****Additional security

This guarantee and any other Security given by the Parent Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by the Lender or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

17.9****Applicability of provisions of Guarantee to other Security

Clauses 17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver of defences), 17.5 (Immediate recourse), 17.6 (Appropriations), 17.7 (Deferral of Parent Guarantor’s rights) and 17.8 (Additional security) shall apply, with any necessary modifications, to any Security which the Parent Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

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​ Section 8

Representations, Undertakings and Events of Default

18****Representations

18.1****General

Each Obligor makes the representations and warranties set out in this Clause 18 (Representations) to the Lender on the date of this Agreement.

18.2****Status

(a)It is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.

(b)It and each Transaction Obligor has the power to own its assets and carry on its business as it is being conducted.

18.3****Share capital and ownership

(a)The Borrower is authorised to issue 500 registered shares of no par value common stock, all of which shares have been issued and are fully paid and non-assessable.

(b)The legal title to and beneficial interest in the shares in the Borrower is held by the Parent Guarantor free of any Security (other than Permitted Security) or any other claim.

(c)None of the shares in the Borrower is subject to any option to purchase, pre-emption rights or similar rights.

(d)The aggregate number of shares of stock that the Parent Guarantor is authorised to issue is 600,000,000 registered shares of capital stock with a par value of $0.001 each, of which (i) 500,000,000 registered shares of common stock, each with a par value US$0.001 per share (the “Common Shares”) and (ii) 100,000,000 registered shares of preferred stock, each with a par value of US$0.001, of which 35,433,544 Common Shares have been issued and are outstanding (without taking into account any shares held in treasury).

(e)The Approved Commercial Manager is authorised to issue 500 registered and/or bearer shares of no par value common stock, all of which shares have been issued in registered form fully paid.

(f)The legal title to and beneficial interest in the shares in the Approved Commercial Manager is held by the Parent Guarantor.

(g)The Approved Technical Manager is authorised to issue 600 registered shares of no par value common stock, all of which shares have been issued in registered form fully paid.

(h)The legal title to and beneficial interest in the shares in the Approved Technical Manager is held by the members of the Nominated Family.

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​ 18.4****Binding obligations

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

18.5****Validity, effectiveness and ranking of Security

(a)Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.

(b)No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.

(c)The Transaction Security granted by it to the Lender has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking Security.

(d)No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.

18.6****Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

(a)any law or regulation applicable to it;

(b)the constitutional documents of any member of the Group; or

(c)any agreement or instrument binding upon it or any member of the Group or any member of the Group’s assets or constitute a default or termination event (however described) under any such agreement or instrument.

18.7****Power and authority

(a)It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:

(i)its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and

(ii)in the case of the Borrower, its registration of the Ship under the Approved Flag.

(b)No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

18.8****Validity and admissibility in evidence

All Authorisations required or desirable:

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​ (a)to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

(b)to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect.

18.9****Governing law and enforcement

(a)The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.

(b)Any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.

18.10****Insolvency

No:

(a)corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 26.8 (Insolvency proceedings); or

(b)creditors’ process described in Clause 26.9 (Creditors’ process),

has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 26.7 (Insolvency) applies to a member of the Group.

18.11****No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Transaction Document which is referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) and which will be made or paid promptly after the date of the relevant Finance Document.

18.12****Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

18.13****No default

(a)No Event of Default and, on the date of this Agreement and on the Utilisation Date, no Default is continuing or might reasonably be expected to result from the making of the Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

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​ (b)No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries) assets are subject which might have a Material Adverse Effect.

18.14****No misleading information

(a)Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c)Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.

18.15****Financial Statements

(a)Its Original Financial Statements were prepared in accordance with IFRS consistently applied.

(b)Its Original Financial Statements fairly present its financial condition as at the end of the relevant financial year and its results of operations during the relevant financial year (consolidated in the case of the Parent Guarantor).

(c)There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent Guarantor) since the date of this Agreement.

(d)Its most recent financial statements delivered pursuant to Clause 19.2 (Financial statements):

(i)have been prepared in accordance with Clause 19.4 (Requirements as to financial statements); and

(ii)give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of the Parent Guarantor).

(e)Since the date of the most recent financial statements delivered pursuant to Clause 19.2 (Financial statements) there has been no material adverse change in its or any Transaction Obligor’s business, assets or financial condition.

18.16****Pari passu ranking

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

18.17****No proceedings pending or threatened

(a)No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the

​ 55

​ ISPS Code) of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any other Transaction Obligor or any member of the Group.

(b)No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which might reasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) been made against it or any other Transaction Obligor or any member of the Group.

18.18****Validity and completeness of the MOA

(a)The MOA constitutes legal, valid, binding and enforceable obligations of the Seller.

(b)The copy of the MOA delivered to the Lender before the date of this Agreement is a true and complete copy.

(c)No amendments or additions to the MOA has been agreed nor have any rights under the MOA been waived.

18.19****No rebates etc.

There is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to the Borrower or any other member of the Group, the Seller or a third party (except any sale and purchase brokers) in connection with the purchase by the Borrower of the Ship, other than as disclosed to the Lender in writing on or before the date of this Agreement.

18.20****Valuations

(a)All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Lender in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.

(b)It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.

(c)There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.

18.21****No breach of laws

It has not (and no other member of the Group has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

18.22****No Charter

The Ship is not subject to any Charter other than a Permitted Charter.

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​ 18.23****Compliance with Environmental Laws

All Environmental Laws relating to the ownership, operation and management of the Ship and the business of each member of the Group (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

18.24****No Environmental Claim

No Environmental Claim has been made or threatened against any member of the Group or the Ship which might be expected to have a Material Adverse Effect.

18.25****No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

18.26****ISM and ISPS Code compliance

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

18.27****Taxes paid

(a)It is not and no other member of the Group is materially overdue in the filing of any Tax returns and it is not (and no other member of the Group is) overdue in the payment of any amount in respect of Tax.

(b)No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any other member of the Group) with respect to Taxes.

18.28****Financial Indebtedness

No Obligor has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

18.29****Overseas companies

No Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Lender sufficient details to enable an accurate search against it to be undertaken by the Lender at the Companies Registry.

18.30****Good title to assets

It and each other member of the Group has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

18.31****Ownership

(a)With effect on and from the Delivery Date, the Borrower is the sole legal and beneficial owner of the Ship, its Earnings and its Insurances.

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​ (b)With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Transaction Obligor.

(c)The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrower on creation or enforcement of the security conferred by the Security Documents.

18.32****Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast)(the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in the Hellenic Republic and it has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

18.33****Place of business

No Transaction Obligor has a place of business in any country other than Greece and its head office functions are carried out at Ethnarchou Makariou Ave., & 2 D., Falireos Street, 185 47 New Faliro, Piraeus, Greece.

18.34****No employee or pension arrangements

No Transaction Obligor has any employees or any liabilities under any pension scheme.

18.35****Sanctions

(a)No Transaction Obligor, and none of its Subsidiaries and none of their respective directors, officers or employees or, to the best of the knowledge of each such Transaction Obligor, its agents:

(i)is a Prohibited Person or is otherwise owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(ii)owns or controls or is an Affiliate of a Prohibited Person;

(iii)is in breach of applicable Sanctions; or

(iv)has received notice of or is aware of any claim, action, suit, proceedings or investigation against it with respect to Sanctions.

(b)Each Transaction Obligor, its Subsidiaries and their respective directors, officers and employees and, to the best of the knowledge of each such Transaction Obligor its agents, are in compliance with applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in such Transaction Obligor being designated as a Prohibited Person.

(c)The Ship is not a Sanctioned Ship.

18.36****US Tax Obligor

No Transaction Obligor is a US Tax Obligor.

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​ 18.37****Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws

(a)Each Obligor and every other member of the Group has conducted its businesses in compliance with any Anti Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws applicable to it, and has instituted and maintains as at the date of this Agreement adequate policies and procedures, designed to promote and achieve compliance with such laws.

(b)Neither any member of the Group, nor any agent, director, employee or officer of any member of the Group has, to the best of its knowledge and belief (having made due and careful enquiry), made or received, or directed or authorised any other person to make or receive, any offer, payment or promise to pay, of any money, gift or other thing of value, directly or indirectly, to or for the use or benefit of any person, where this violates or would violate, or creates or would create liability for it or any other person under, any Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.

(c)Neither any Obligor nor any member of the Group, nor any agent, director, employee or officer of any Obligor or member of the Group is, to the best of its knowledge and belief (having made due and careful enquiry), being investigated by any agency, or party to any proceedings, in each case in relation to any Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.

(d)Each Obligor further represents and warrants that no funds or other consideration that each such Obligor or any member of the Group contributes in connection with any transaction under this Agreement will have been derived from or related to any activity that is deemed criminal under Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.

18.38****Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of the Utilisation Request and the first day of each Interest Period.

19****Information Undertakings

19.1****General

The undertakings in this Clause 19 (Information Undertakings) remain in force throughout the Security Period unless the Lender otherwise permits.

19.2****Financial statements

The Borrower shall supply to the Lender:

(a)as soon as they become available, but in any event within 180 days after the end of each of its respective financial year:

(i)its unaudited financial statements for that financial year; and

(ii)the audited consolidated financial statements of the Parent Guarantor for that financial year; and

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​ (b)as soon as the same become available, but in any event within 90 days after the end of each quarter of the financial year of the Parent Guarantor the consolidated unaudited financial statements of the Parent Guarantor for that financial quarter (commencing with the financial statements for the 3-month period, ended on 30 March 2025).

19.3****Compliance Certificate

(a)The Parent Guarantor shall supply to the Lender, with each set of financial statements delivered pursuant to Clause 19.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b)Each Compliance Certificate shall be signed by either the Chief Financial Officer or the Treasurer of the Parent Guarantor.

19.4****Requirements as to financial statements

(a)Each set of financial statements delivered by an Obligor pursuant to Clause 19.2 (Financial statements) shall be certified by an officer of the relevant company as fairly presenting (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up.

(b)The Obligors shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 19.2 (Financial statements) is prepared using IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in IFRS, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Lender:

(i)a description of any change necessary for those financial statements to reflect the IFRS, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and

(ii)sufficient information, in form and substance as may be required by the Lender, to enable the Lender to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

19.5****DAC6

(a)In this Clause 19.5 (DAC6), “DAC6” means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any replacement legislation applicable in the United Kingdom.

(b)The Borrower shall supply to the Lender:

(i)promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Transaction

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​ Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6 or is required to be disclosed pursuant to The International Tax Enforcement (Disclosable Arrangements) Regulations 2023; and

(ii)promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 or under The International Tax Enforcement (Disclosable Arrangements) Regulations 2023 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available).

19.6****Information: miscellaneous

Each Obligor shall and shall procure that each other Transaction Obligor shall supply to the Lender:

(a)all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current threatened or pending against any member of the Group (including pursuant to any applicable Sanctions), and which might, if adversely determined, have a Material Adverse Effect;

(c)promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member of the Group and which might have a Material Adverse Effect;

(d)promptly, its constitutional documents where these have been amended or varied;

(e)promptly, such further information and/or documents regarding:

(i)the Ship, goods transported on the Ship, the Earnings and the Insurances;

(ii)the Security Assets;

(iii)compliance of the Transaction Obligors with the terms of the Finance Documents; and

(iv)the financial condition, business and operations of any member of the Group,

as the Lender may reasonably request; and

(f)promptly, such further information and/or documents as the Lender may reasonably request so as to enable the Lender to comply with any laws applicable to it or as may be required by any regulatory authority.

19.7****Notification of Default

(a)Each Obligor shall, and shall procure that each other Transaction Obligor shall, notify the Lender of any Default (and the steps, if any, being taken to remedy it) (i) promptly upon

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​ becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor) and (ii) promptly upon becoming aware of the same, of any breach of any Sanctions applicable to the Ship, any Transaction Obligor or any other party to any agreement relating to the Ship.

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

19.8**“Know your customer” checks**

(a)If:

(i)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;

(ii)any change in the status of a Transaction Obligor (or the Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor or the Holding Company of a Transaction Obligor) after the date of this Agreement; or

(iii)a proposed assignment by the Lender of any of its rights and obligations under this Agreement,

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

20****Financial Covenants

20.1****Minimum Liquidity

The Borrower shall maintain in the Earnings Account, from the Utilisation Date and at all times thereafter during the Security Period, credit balances in an aggregate amount of not less than $500,000 (the “Minimum Liquidity”) which shall be blocked therein and pledged in favour of the Lender pursuant to the Account Security.

20.2****Parent Guarantor’s financial covenants

**(a)**The Parent Guarantor shall ensure that at all times that:

(i)it shall maintain unencumbered Cash and Cash Equivalents in an amount of not less than $10,000,000; and

(ii)the Consolidated Leverage Ratio shall not exceed 80 per cent.

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​ (b)The financial covenants set out in this Clause 20.2 (Parent Guarantor’s financial covenants) shall be tested semi-annually and the Parent Guarantor shall deliver to the Lender a duly completed Compliance Certificate signed by either the chief financial officer or the treasurer of the Parent Guarantor confirming compliance with the financial covenant ratios set out in this Clause 20.2 (Parent Guarantor’s financial covenants).

(c)In this Clause 20.2 (Parent Guarantor’s financial covenants):

“Cash and Cash Equivalents” means, at any date, the aggregate amount of cash and cash equivalents which would be shown as “Cash and Cash Equivalents” under the heading “ASSETS” in the balance sheet of the most recent financial statements delivered by the Parent Guarantor pursuant to Clause 19.2 (Financial Statements).

“Consolidated Leverage Ratio” means, at any date, the ratio (expressed as a percentage) of:

(i)	Total Liabilities minus unencumbered Cash and Cash Equivalents; and
(ii)	the Market Value Adjusted Total Assets.
---	---

“Market Value Adjusted Total Assets” means at any relevant time, the total assets as shown in the latest relevant financial statements of the Parent Guarantor delivered in accordance with Clause 19.2 (Financial statements) adjusted to reflect the Market Value of the Ship.

“Tangible Net Worth” means, at any date of determination under this Agreement, the difference at such time between the Market Value Adjusted Total Assets minus the Total Liabilities.

“Total Liabilities” means at any relevant time, the aggregate of total non-current liabilities and total current liabilities (including financial leases) of the Parent Guarantor on a consolidated basis as at that date or for that period as shown in the most recent Financial Statements delivered by the Parent Guarantor pursuant to Clause 19.2 (Financial Statements).

21****General Undertakings

21.1****General

The undertakings in this Clause 21 (General Undertakings) remain in force throughout the Security Period except as the Lender may otherwise permit (such permission not to be unreasonably withheld).

21.2****Authorisations

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

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

(b)supply certified copies to the Lender of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of the Ship to enable it to:

(i)perform its obligations under the Transaction Documents to which it is a party;

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​ (ii)ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction and in the state of the Approved Flag at any time of the Ship, of any Transaction Document to which it is a party; and

(iii)own and operate the Ship (in the case of the Borrower).

21.3****Compliance with laws

Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations to which it may be subject.

21.4****Environmental compliance

Each Obligor shall, and shall procure that each other Transaction Obligor will, and the Parent Guarantor shall ensure that each other member of the Group will:

(a)comply with all Environmental Laws;

(b)obtain, maintain and ensure compliance with all requisite Environmental Approvals; and

(c)implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

21.5****Environmental Claims

Each Obligor shall, and shall procure that each other Transaction Obligor will, (through the Parent Guarantor) promptly upon becoming aware of the same, inform the Lender in writing of:

(a)any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b)any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

21.6****Taxation

(a)Each Obligor shall, and the Parent Guarantor shall ensure that each other member of the Group will, 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:

(i)such payment is being contested in good faith;

(ii)adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Lender under Clause 19.2 (Financial statements); and

(iii)such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.

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​ (b)No Obligor shall and the Obligors shall procure that no other Transaction Obligor will, change its residence for Tax purposes.

21.7****Overseas companies

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Lender if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Lender regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

21.8****No change to centre of main interests

No Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 18.32 (Centre of main interests and establishments) and it will create no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

21.9****Pari passu ranking

Each Obligor shall, and shall procure that each other Transaction Obligor will, ensure that at all times any unsecured and unsubordinated claims of the Lender against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

21.10****Title

(a)From the Delivery Date, the Borrower shall hold the legal title to, and own the entire beneficial interest in the Ship, the Earnings and the Insurances.

(b)With effect on and from its creation or intended creation, each Obligor shall hold the legal title to, and own the entire beneficial interest in any other assets the subject of any Transaction Security created or intended to be created by such Obligor.

21.11****Negative pledge

(a)No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, create or permit to subsist any Security over any of its assets which are, in the case of members of the Group other than the Borrower, the subject of the Security created or intended to be created by the Finance Documents.

(b)No Obligor shall:

(i)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor or any other member of the Group;

(ii)sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

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​ (iv)enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)Paragraphs (a) and (b) above do not apply to any Permitted Security.

21.12****Disposals

(a)The Borrower shall not, and the Obligors shall procure that no other Transaction Obligor (except the Parent Guarantor) will, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation the Ship, its Earnings or its Insurances), unless in relation to the sale of the Ship by the Borrower Clauses 7.4 (Mandatory prepayment on sale or Total Loss) and 24.1 (Minimum required security cover) are complied with.

(b)The Parent Guarantor shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of substantially all of its assets unless such transaction or series of transactions do not adversely affect the Parent Guarantor’s ability to perform its obligations under the Finance Documents.

(c)Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 23.17 (Restrictions on chartering, appointment of managers etc.).

21.13****Merger

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

21.14****Change of business

(a)The Parent Guarantor shall procure that no substantial change is made to the general nature of the business of the Parent Guarantor or the Group from that carried on at the date of this Agreement, being shipping and corporate activities in accordance with its constitutional documents.

(b)The Borrower shall not engage in any business other than the ownership and operation of the Ship.

21.15****Financial Indebtedness

The Borrower shall not incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

21.16****Expenditure

The Borrower shall not incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing its Ship.

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​ 21.17****Share capital

(a)The Borrower shall not:

(i)	purchase, cancel, redeem or retire any of its issued shares;
(ii)	increase or reduce the number of shares that it is authorized to issue or change the par value of such shares or create any new class of shares; or
---	---
(iii)	issue any further shares except to the Parent Guarantor.
---	---

21.18****Dividends

The Borrower shall not, (i) following the occurrence of an Event of Default which is continuing, or (ii) where any of the following would result in the occurrence of an Event of Default which is continuing, or (iii) where the making or payment of any of the following would result in the Borrower not being in compliance with Clause 20 (Financial Covenants):

(a)declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its issued shares (or any class of its shares);

(b)repay or distribute any dividend or share premium reserve;

(c)pay any management, advisory or other fee to or to the order of any of its shareholders; or

(d)redeem, repurchase, defease, retire or repay any of its issued shares or resolve to do so.

21.19****Other transactions

The Borrower shall not:

(a)be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor (and in respect of the Parent Guarantor a member of the Group) and where such loan or form of credit is Permitted Financial Indebtedness;

(b)give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which the Borrower assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents.

(c)enter into any material agreement other than:

(i)the Transaction Documents;

(ii)any other agreement expressly allowed under any other term of this Agreement; and

(iii)any agreement made in the ordinary course of its business,

(d)enter into any transaction on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length; or

(e)acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks.

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​ 21.20****Unlawfulness, invalidity and ranking; Security imperilled

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

(a)make it unlawful or contrary to applicable Sanctions for a Transaction Obligor to perform any of its obligations under the Transaction Documents;

(b)cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;

(c)cause any Transaction Document to cease to be in full force and effect;

(d)cause any Transaction Security to rank after, or lose its priority to, any other Security; and

(e)imperil or jeopardise the Transaction Security.

21.21****Further assurance

(a)Each Obligor shall, and shall procure that each other Transaction Obligor will, (and the Parent Guarantor shall procure that each member of the Group will) promptly, and in any event within the time period specified by the Lender do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Lender may specify (and in such form as the Lender may require in favour of the Lender or its nominee(s)):

(i)to create, perfect, vest in favour of the Lender or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance 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 Transaction Security) or for the exercise of any rights, powers and remedies of the Lender or any Receiver or Delegate provided by or pursuant to the Finance Documents or by law;

(ii)to confer on the Lender Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;

(iii)to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or

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

(b)Each Obligor shall, and shall procure that each other Transaction Obligor will, (and the Parent Guarantor shall procure that each member of the Group will) 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.

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​ (c)At the same time as an Obligor delivers to the Lender any document executed by itself or another Transaction Obligor pursuant to this Clause 21.21 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Lender a certificate signed by an officer of that Obligor or Transaction Obligor which shall:

(i)set out the text of a resolution of that Obligor’s or Transaction Obligor’s board of directors specifically authorising the execution of the document specified by the Lender; and

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

21.22****Sanctions undertaking

(a)No proceeds of the Loan or any part of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise, directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions, or to fund any activity in a Sanctioned Country or in any manner which would cause the Lender to be in breach of or made subject to Sanctions, or at risk of being in breach of or made subject to Sanctions.

(b)No Transaction Obligor shall fund all or any part of any payment or repayment under the Loan out of proceeds directly or indirectly derived from any activity in a Sanctioned Country or any transaction with a Prohibited Person, or out of proceeds directly or indirectly derived from any other transactions which would be prohibited by Sanctions or in any other manner which would cause the Lender to be in breach of or made subject to Sanctions, or at risk of being in breach of or made subject to Sanctions and no such proceeds shall be paid into any Account.

(c)Each of the Transaction Obligors has implemented and shall maintain in effect a Sanctions compliance policy which is designed to ensure compliance by each such Transaction Obligor, its Subsidiaries and their respective directors, officers, employees and agents with Sanctions. Without limitation on the foregoing, such Sanctions compliance policy shall procure that each Transaction Obligor, its Subsidiaries and their respective directors, officers, employees and agents shall, where applicable:

(i)conduct their activities in a manner consistent with applicable Sanctions;

(ii)have sufficient resources in place to ensure execution of and compliance with their own Sanctions policies by their personnel, e.g., direct hires, contractors, and staff;

(iii)ensure Subsidiaries and Affiliates comply with the relevant policies, as applicable;

(iv)have relevant controls in place to monitor automatic identification system (AIS) transponders;

(v)have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk; and

(vi)have controls to assess authenticity of bills of lading, as necessary.

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​ 21.23****Anti-bribery and corruption and anti-money laundering / combat Terrorist Financing information

Unless such disclosure would constitute an apparent breach of any applicable law or regulation made known to the Lender, the Borrower shall supply to the Lender:

(a)promptly upon becoming aware of them, the details of any actual violation by, any member of the Group or any agent, director, employee or officer of any member of the Group (or any counterparty of any such person in relation to any transaction contemplated by a Finance Document) of or in relation to any Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws, or of any investigation or proceedings relating to the same;

(b)copies of any correspondence delivered to, or received from, any regulatory authorities in relation to any matter referred to in paragraph (a) above at the same time as they are dispatched or promptly upon receipt (as the case may be); and

(c)promptly upon written request by the Lender, such further information relating to any matter referred to in paragraphs (a) and (b) above as the Lender may reasonably require.

21.24****Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing laws

(a)No Obligor shall (and shall ensure that no other member of the Group will) directly or indirectly use the proceeds of the Facility for any purpose which would breach any Anti-Bribery and Corruption Law and Anti-Money Laundering / Combat Terrorist Financing Law.

(b)Each Obligor shall (and shall ensure that each other member of the Group will):

(i)conduct its businesses in compliance with Anti-Bribery and Corruption Laws and Anti-Money Laundering Laws;

(ii)maintain policies and procedures designed to promote and achieve compliance with such laws; and

(iii)take all reasonable and prudent steps to ensure that each of its agents, directors, employees and officers comply with Anti-Bribery and Corruption Laws and Anti-Money Laundering Laws.

21.25****No variation, release etc. of the MOA

The Borrower shall not, whether by a document, by conduct, by acquiescence or in any other way:

(a)vary the MOA;

(b)release, waive, suspend, subordinate or permit to be lost or impaired any interest or right of any kind which the Borrower has at any time, or in connection with, the MOA or in relation to any matter arising out of or in connection with the MOA.

21.26****Provision of information relation to the MOA

Without prejudice to Clause 19.6 (Information: miscellaneous), the Borrower shall:

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​ (a)immediately inform the Lender if any breach of the MOA occurs or a serious risk of such breach arises and of any other event or matter affecting the MOA which has or is reasonably likely to have a Material Adverse Effect; and

(b)upon the reasonable request of the Lender, keep the Lender informed as to any notice of readiness of delivery of the Ship.

21.27****No assignment etc. of MOA

The Borrower shall not assign, novate, transfer or dispose of any of its rights or obligations under the MOA to which it is a party.

22****Insurance Undertakings

22.1****General

The undertakings in this Clause 22 (Insurance Undertakings) remain in force from the Delivery Date and throughout the rest of the Security Period except as the Lender may otherwise permit.

22.2****Maintenance of obligatory insurances

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

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

(b)war risks;

(c)protection and indemnity risks; and

(d)any other risks against which the Lender considers, having regard to practices and other circumstances prevailing at the relevant time, it would be reasonable for the Borrower to insure and which are specified by the Lender by written notice to the Borrower.

22.3****Terms of obligatory insurances

The Borrower shall effect such insurances:

(a)in dollars;

(b)in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of:

(i)an amount equal to the aggregate of (A) 120 per cent. of the Loan and (B) any Hedging Close-Out Liabilities; and

(ii)the Market Value of the Ship;

(c)in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;

(d)in the case of protection and indemnity risks, in respect of the full tonnage of the Ship;

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​ (e)on approved terms; and

(f)through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.

22.4****Further protections for the Lender

In addition to the terms set out in Clause 22.3 (Terms of obligatory insurances), the Borrower shall procure that the obligatory insurances effected by it shall:

(a)subject always to paragraph (b), name the Borrower or, as the case may be, an Approved Manager as the sole named insured unless the interest of every other named insured is limited:

(i)in respect of any obligatory insurances for hull and machinery and war risks;

(A)to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and

(B)to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii)in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;

and every other named insured has undertaken in writing to the Lender (in such form as it requires) that any deductible shall be apportioned between the Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Lender to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b)whenever the Lender requires, name (or be amended to name) the Lender as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Lender, but without the Lender being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(c)name the Lender as loss payee with such directions for payment as the Lender may specify;

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

(e)provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Lender; and

(f)provide that the Lender may make proof of loss if the Borrower fails to do so.

22.5****Renewal of obligatory insurances

The Borrower shall:

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​ (a)at least 21 days before the expiry of any obligatory insurance effected by it:

(i)notify the Lender of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which it proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(ii)obtain the Lender’s approval to the matters referred to in sub-paragraph (i) above;

(b)at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Lender’s approval pursuant to paragraph (a) above; and

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

22.6****Copies of policies; letters of undertaking

The Borrower shall ensure that the Approved Brokers provide the Lender with:

(a)pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and

(b)a letter or letters of undertaking in a form required by the Lender and including undertakings by the Approved Brokers that:

(i)they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 22.4 (Further protections for the Lender);

(ii)they will hold such policies, and the benefit of such insurances, to the order of the Lender in accordance with such loss payable clause;

(iii)they will advise the Lender immediately of any material change to the terms of the obligatory insurances;

(iv)they will, if they have not received notice of renewal instructions from the Borrower or its agents, notify the Lender not less than 14 days before the expiry of the obligatory insurances;

(v)if they receive instructions to renew the obligatory insurances, they will promptly notify the Lender of the terms of the instructions;

(vi)they will not set off against any sum recoverable in respect of a claim relating to the Ship under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of the Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts; and

(vii)they will arrange for a separate policy to be issued in respect of the Ship forthwith upon being so requested by the Lender.

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​ 22.7****Copies of certificates of entry

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

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

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

(c)a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Ship.

22.8****Deposit of original policies

The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the Approved Brokers through which the insurances are effected or renewed.

22.9****Payment of premiums

The Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required by the Lender.

22.10****Guarantees

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

22.11****Compliance with terms of insurances

(a)The Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part.

(b)Without limiting paragraph (a) above and without prejudice to the Borrower’s obligations under Clause 23 (Ship Undertakings) shall:

(i)take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of Clause 22.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Lender has not given its prior approval;

(ii)not make any changes relating to the classification or classification society or manager or operator of the Ship unless they are approved by the underwriters of the obligatory insurances;

(iii)make (and promptly supply copies to the Lender of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and

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

22.12****Alteration to terms of insurances

The Borrower shall not make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

22.13****Settlement of claims

The Borrower shall:

(a)not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and

(b)do all things necessary and provide all documents, evidence and information to enable the Lender to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

22.14****Provision of copies of communications

The Borrower shall provide the Lender, at the time of each such communication, with copies of all written communications between the Borrower and:

(a)the Approved Brokers;

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

(c)the approved insurance companies and/or underwriters,

which relate directly or indirectly to:

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

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

22.15****Provision of information

The Borrower shall promptly provide the Lender (or any persons which it may designate) with any information which the Lender (or any such designated person) requests for the purpose of:

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

(b)effecting, maintaining or renewing any such insurances as are referred to in Clause 22.16 (Mortgagee’s interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances,

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

22.16****Mortgagee’s interest and additional perils insurances

(a)The Lender shall be entitled from time to time to effect, maintain and renew a mortgagee’s interest marine insurance and a mortgagee’s interest additional perils insurance each in an amount of no less than 120 per cent. of the Loan, on such terms, through such insurers and generally in such manner as the Lender may from time to time consider appropriate.

(b)The Borrower shall upon demand fully indemnify the Lender in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance.

23****Ship Undertakings

23.1****General

The undertakings in this Clause 23 (Ship Undertakings) remain in force on and from the Delivery Date and throughout the rest of the Security Period except as the Lender may otherwise permit.

23.2****Ship’s name and registration

The Borrower shall:

(a)keep the Ship registered in its name under the Approved Flag from time to time at its port of registration;

(b)not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled;

(c)not enter into any dual flagging arrangement in respect of the Ship; and

(d)not change the name of the Ship,

provided that any agreed change of name or flag of the Ship shall be subject to:

(i)the Ship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on the Ship and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage and, if applicable, any related Deed of Covenant and on such other terms and in such other form as the Lender shall approve or require; and

(ii)the execution of such other documentation amending and supplementing the Finance Documents as the Lender shall approve or require.

23.3****Repair and classification

The Borrower shall keep the Ship in a good and safe condition and state of repair:

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

(b)so as to maintain the Approved Classification free of overdue recommendations and conditions.

23.4****Classification society undertaking

If required by the Lender in writing the Borrower shall, instruct the Approved Classification Society (and procure that the Approved Classification Society undertakes with the Lender):

(a)to send to the Lender, following receipt of a written request from the Lender, certified true copies of all original class records held by the Approved Classification Society in relation to the Ship;

(b)to allow the Lender (or its agents), at any time and from time to time, to inspect the original class and related records of the Borrower and the Ship at the offices of the Approved Classification Society and to take copies of them;

(c)to notify the Lender immediately in writing if the Approved Classification Society:

(i)receives notification from the Borrower or any person that the Ship’s Approved Classification Society is to be changed; or

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

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

(i)to confirm that the Borrower is not in default of any of its contractual obligations or liabilities to the Approved Classification Society, including confirmation that it has paid in full all fees or other charges due and payable to the Approved Classification Society; or

(ii)to confirm that the Borrower is in default of any of its contractual obligations or liabilities to the Approved Classification Society, to specify to the Lender in reasonable detail the facts and circumstances of such default, the consequences of such default, and any remedy period agreed or allowed by the Approved Classification Society.

23.5****Modifications

The Borrower shall not make any modification or repairs to, or replacement of, the Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Ship or materially reduce its value.

23.6****Removal and installation of parts

(a)Subject to paragraph (b) below, the Borrower shall not remove any material part of the Ship, or any item of equipment installed on the Ship unless:

(i)the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed;

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​ (ii)the replacement part or item is free from any Security in favour of any person other than the Lender; and

(iii)the replacement part or item becomes, on installation on the Ship, the property of the Borrower and subject to the security constituted by the Mortgage.

(b)The Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship.

23.7****Surveys

The Borrower shall submit the Ship regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Lender, provide the Lender, with copies of all survey reports.

23.8****Inspection

The Borrower shall permit the Lender (acting through surveyors or other persons appointed by it for that purpose) to board the Ship at all reasonable times to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.

23.9****Prevention of and release from arrest

(a)The Borrower shall, promptly discharge:

(i)all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship, the Earnings or the Insurances;

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

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

(b)The Borrower shall immediately upon receiving notice of the arrest of the Ship or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require.

23.10****Compliance with laws etc.

The Borrower shall:

(a)comply, or procure compliance with all laws or regulations:

(i)relating to its business generally; and

(ii)relating to the Ship, its ownership, employment, operation, management and registration,

including, but not limited to:

(A)the ISM Code;

(B)the ISPS Code;

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​ (C)all Environmental Laws;

(D)all applicable Sanctions; and

(E)the laws of the Approved Flag;

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

(c)without limiting paragraph (a) above, not employ the Ship nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code and all Environmental Laws.

23.11****ISPS Code

Without limiting paragraph (a) of Clause 23.10 (Compliance with laws etc.), the Borrower shall:

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

(b)maintain an ISSC for the Ship; and

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

23.12****Sanctions and Ship trading

Without limiting Clause 23.10 (Compliance with laws etc.), the Borrower shall procure:

(a)that the Ship shall not be used by or for the benefit of a Prohibited Person or in trading to or from a Sanctioned Country;

(b)that the Ship shall not otherwise be used in any manner contrary to Sanctions, or in a manner that creates a risk that a Transaction Obligor will become a Prohibited Person or in any manner which would cause the Lender to be in breach of or made subject to Sanctions, or at risk of being in breach of or made subject to Sanctions;

(c)that the Ship shall not be used in trading in any manner that creates a risk that the Ship will become a Sanctioned Ship;

(d)that the Ship shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances; and

(e)without prejudice to the above provisions of this Clause 23.12 (Sanctions and Ship trading), that each time charterparty in respect of the Ship shall contain, for the benefit of the Borrower, language which gives effect to the provisions of paragraph (a) of Clause 23.10 (Compliance with laws etc.) as regards Sanctions and paragraph (b) and (c) of this Clause 23.12 (Sanctions and Ship trading) and which charterparty permits refusal of employment or voyage orders if such employment or compliance with such orders either results, or risks resulting in non-compliance with such provisions or breaches, or risks breaching (in the opinion of the Borrower) Sanctions.

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​ 23.13****Russian oil price cap

(a)The Borrower undertakes that it will, and the Parent Guarantor shall ensure that the Borrower will, at all times comply, and require compliance by:

(i)all charterers and sub-charterers of the Ship; and

(ii)all parties with whom an Obligor enters into a contract of carriage in respect of the Ship,

with the Russian Oil Price Cap Measures.

(b)Without prejudice to the generality of paragraph (a) above, the Borrower undertakes that it will, and the Parent Guarantor shall ensure that the Borrower will prior to the Ship commencing loading (including any ship-to-ship or similar transfer) of Russian Oil Products obtain:

(i)price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or

(ii)a signed attestation from its applicable counterparty that the Russian Oil Products were purchased at or below the applicable price cap; or

(iii)documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.

(c)Without prejudice to the generality of paragraph (a) above, the Borrower shall promptly, and in any event no later than 30 days after the Ship commencing loading (including any ship-to-ship or similar transfer) of Russian Oil Products provide to the Lender (at the Lender’s option and after receiving the written request by the Lender):

(i)price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; and/or

(ii)an attestation signed by an authorised signatory in such form as may be agreed by the Lender confirming that it has complied in all respects with the Russian Oil Price Cap Measures; and/or

(iii)documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.

(d)Without prejudice to the generality of paragraph (a) above, the Borrower undertakes to the Lender that it will, and the Parent Guarantor shall ensure that the Borrower will, ensure that each charterparty or contract of carriage in respect of the Ship will include for the benefit of the Borrower provisions requiring the charterer, sub-charterer or person with whom the Borrower has entered into a contract of carriage to comply with the Russian Oil Price Cap Measures and to provide such information and documentation at such times as is necessary for the Borrower and the Parent Guarantor to comply with this Clause 23.13 (Russian oil price cap).

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​ (e)The Borrower undertakes that it will, and the Parent Guarantor shall ensure that the Borrower will:

(i)provide the Lender with such information upon the Lender’s written request, and at such times, as it may require for the purposes of the Lender satisfying any record keeping obligations applicable to it under the Russian Oil Price Cap Measures;

(ii)promptly upon request and in any event within 30 days of any request provide the Lender with such other information in relation to compliance with the Russian Oil Price Cap Measures as the Lender may from time to time reasonably request including without limitation any information relating to ancillary costs as may be specified from time to time pursuant to the Russian Oil Price Cap Measures; and

(iii)comply with such further or additional requirements as the Lender may from time to time require in writing, acting reasonably, in response to changes to any of the Russian Oil Price Cap Measures, or the introduction of similar measures relating to Russian Oil Products, or changes to any guidance, application, interpretation or market practice in respect of the Russian Oil Price Cap Measures.

The obligations in this paragraph (e) are continuing and, in particular, shall survive and remain binding on the Borrower and the Parent Guarantor until all attestations and such other information as may be requested pursuant to this paragraph (e) have been received in satisfactory form by the Lender.

(f)The Borrower shall, and the Parent Guarantor shall ensure that the Borrower will, undertake appropriate due diligence on its counterparties to satisfy itself, based on the information available, of the reliability and accuracy of any information provided by such counterparties for the purposes of or relating to satisfying the requirements of paragraph (b) above.

(g)The Borrower agrees that the Lender may forward all attestations and other documents which the Borrower may from time to time deliver to the Lender pursuant to paragraphs (c) and (e) above to any applicable regulators or to any other party to which the Lender may be required to forward or disclose such attestations or other documents in accordance with the Russian Oil Price Cap Measures. The Lender shall immediately inform the Borrower about the disclosure of the attestations and other documents pursuant to paragraphs (c) and (e) to any party.

23.14****Trading in war zones or excluded areas

The Borrower shall cause or permit the Ship to enter or trade to any zone which is declared a war zone by any government or by the Ship’s war risks insurers or which is listed as an area of perceived enhanced risk by the Ship’s war risks insurers unless the Borrower:

(a)has given prior notification to the insurers;

(b)has (at its expense) effected any special, additional or modified insurance cover required for it to enter or trade to any such war zone or area; and

(c)notifies the Lender accordingly.

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​ 23.15****Provision of information

Without prejudice to Clause 19.6 (Information: miscellaneous) the Borrower shall, promptly provide the Lender with any information which it requests regarding:

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

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

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

(d)any towages and salvages; and

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

and, upon the Lender’s request, promptly provide copies of any current Charter relating to the Ship, of any current guarantee of any such Charter, the Ship’s Safety Management Certificate and any relevant Document of Compliance.

23.16****Notification of certain events

The Borrower shall, immediately notify the Lender by email (in accordance with Clause 33.4 (Electronic Communication)) or letter of:

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

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

(c)any requisition of the Ship for hire;

(d)any requirement or recommendation made in relation to the Ship by any insurer or classification society or by any competent authority which is not immediately complied with unless this has been dealt with by the deadline specified in the relevant requirement or recommendation;

(e)any arrest or detention of the Ship or any exercise or purported exercise of any lien on the Ship or the Earnings;

(f)any intended dry docking of the Ship;

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

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

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

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​ (j)any notice, or the Borrower becoming aware, of any claim, action, suit, proceeding or investigation against any Transaction Obligor, any of its Subsidiaries or any of their respective directors, officers, employees or agents with respect to Sanctions; or

(k)any circumstances which could give rise to a breach of any representation or undertaking in this Agreement, or any Event of Default, relating to Sanctions,

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

23.17****Restrictions on chartering, appointment of managers etc.

The Borrower shall not:

(a)let the Ship on demise charter for any period;

(b)enter into any time, voyage or consecutive voyage charter in respect of the Ship other than a Permitted Charter;

(c)materially amend, supplement or terminate a Management Agreement without the prior written consent of the Lender, such consent not to be unreasonably withheld or delayed (and for the avoidance of doubt, any amendment to a Management Agreement which (i) increases the management fee by more than 20 per cent. of the management fee payable under the Management Agreement, (ii) alters the duration of the Management Agreement, (iii) changes the governing law provisions, (iv) changes the parties to it or (v) changes the termination provisions and termination fees shall be considered material);

(d)appoint a manager of the Ship other than the Approved Commercial Manager and the Approved Technical Manager or agree to any material alteration to the terms of an Approved Manager’s appointment;

(e)de activate or lay up the Ship; or

(f)put the Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $1,000,000 (or the equivalent in any other currency) unless that person has first given to the Lender and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or the Earnings for the cost of such work or for any other reason.

23.18****Notice of Mortgage

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

23.19****Sharing of Earnings

The Borrower shall not enter into any agreement or arrangement for the sharing of any Earnings.

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​ 23.20****Charterparty Assignment

(a)If the Borrower enters into any Assignable Charter (subject to obtaining the prior consent of the Lender (such consent not to be unreasonably withheld) in accordance with paragraphs (a) and (b) of Clause 23.17 (Restrictions on chartering, appointment of managers etc.)), the Borrower shall promptly after the date of entry into of such Assignable Charter, enter into a Charterparty Assignment and the assignment contemplated thereunder shall be notified to the relevant charterer and any charter guarantor, and the Borrower shall procure that such charterer and such charter guarantor acknowledges such assignment in accordance with the terms of such Charterparty Assignment; and

(b)Without limiting the generality of the above, if such Assignable Charter is a bareboat charter, the Borrower shall procure that the relevant charterer executes in favour of the Lender an assignment of (inter alia) all its rights, title and interest in and to the Insurances in respect of the Ship effected either by the Borrower or by the relevant charterer and a customary letter of undertaking in favour of the Lender whereby (inter alia) the interests of that charterer under the Charter are subordinated to the interests of the Lender under the Finance Documents; and

(c)additionally deliver to the Lender without delay such other documents equivalent to those referred to at paragraphs 1.2, 1.3, 1.5, 3.4, 5, 6.1, 6.2, 6.4 and 6.5 of Part A of Schedule 2 (Conditions Precedent) as the Lender may reasonably require from the Borrower in connection with such Charterparty Assignment or as the case may be tripartite agreement.

23.21****Inventory of Hazardous Materials

The Borrower shall maintain the Inventory of Hazardous Materials.

23.22****Sustainable and socially responsible dismantling of Ship

The Borrower shall not knowingly sell the Ship for recycling purposes without having ascertained that the Ship will:

(a)in the case of it being EU flagged, be recycled at an approved yard under the EU Ship Recycling Regulation; or

(b)in the case of it being non-EU flagged, be recycled at a yard certified to operate under The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and/or EU Ship Recycling Regulation by a classification society acceptable to the Lender and who is a member of the IACS (International Association of Classification Societies).

23.23****Notification of compliance

The Borrower shall promptly provide the Lender from time to time with evidence (in such form as the Lender requires) that it is complying with this Clause 23 (Ship Undertakings).

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​ 24****Security Cover

24.1****Minimum required security cover

Clause 24.2 (Provision of additional security; prepayment) applies if, the Lender notifies the Borrower that, on or after the Delivery Date, the Security Cover Ratio is below 120 per cent.

24.2****Provision of additional security; prepayment

(a)If the Lender serves a notice on the Borrower under Clause 24.1 (Minimum required security cover), the Borrower shall, on or before the date falling one Month after the date on which the Lender’s notice is served (the “Prepayment Date”), prepay such part of the Loan as shall eliminate the shortfall.

(b)The Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that a third party has provided, additional security which, in the opinion of the Lender:

(i)has a net realisable value at least equal to the shortfall; and

(ii)is documented in such terms as the Lender may approve or require,

before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.

24.3****Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 24.2 (Provision of additional security; prepayment) which constitutes a first preferred or first priority mortgage over a vessel shall be the Market Value of the vessel concerned.

24.4****Valuations binding

Any valuation under this Clause 24 (Security Cover) shall be binding and conclusive as regards the Borrower.

24.5****Provision of information

(a)The Borrower shall promptly provide the Lender and any Approved Valuer acting under this Clause 24 (Security Cover) with any information which the Lender or the Approved Valuer may request for the purposes of the valuation.

(b)If the Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved Valuer or the Lender considers prudent.

24.6****Prepayment mechanism

Any prepayment pursuant to Clause 24.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause 7.3 (Voluntary prepayment of Loan).

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​ 24.7****Provision of valuations

(a)The Borrower shall provide the Lender annually with a valuation of the Ship and any other vessel over which additional Security has been created in accordance with Clause 24.3 (Value of additional vessel security), from an Approved Valuer, addressed to the Lender, to enable the Lender to determine the Market Value of the Ship throughout the Security Period (in addition to the valuations referred to in paragraph 2.5 of Part B of Schedule 2 (Conditions Precedent)).

(b)If and when the Lender believes (acting reasonably) that the Market Value of the Ship and any other vessel over which additional security has been created in accordance with Clause 24.2 (Provision of additional security; prepayment) have reduced to such extent that the security requirements under Clause 24.1 (Minimum required security cover) may have been breached, then the Lender may at any time obtain additional sets of valuations of the Ship and any such other vessels from Approved Valuers to enable the Lender to determine the Market Value of the Ship and any such other vessels.

(c)The cost and expense of:

(i)any valuations obtained pursuant to paragraph (a) above;

(ii)the first additional set of valuations referred to in paragraph (b) above; and

(iii)in the event of an Event of Default having occurred and continuing, any additional such sets of valuations referred to in paragraph (b) above,

shall be borne by the Borrower and the Borrower shall within 10 Business Days of demand by the Lender pay to the Lender all costs and expenses incurred by it in obtaining such valuations.

24.8****Release of additional security

If at any time the Lender holds additional security provided under this Clause 24 (Security Cover) for a consecutive period of no less than 60 days, the Borrower may request, at their own cost and expense, the release of such additional security provided that:

(a)the Borrower can demonstrate to the Lender’s satisfaction that the Market Value of the Ship, disregarding the value of that additional security, is above the minimum percentage required pursuant to Clause 24.1 (Minimum required security cover); and

(b)no Event of Default has occurred and is continuing or would result from the release of such additional security.

25****Accounts and application of Earnings and Hedge Receipts

25.1****Accounts

(a)The Borrower may not, without the prior consent of the Lender, maintain any bank account other than the Earnings Account and the Cash Collateral Account.

(b)If and when an Event of Default is continuing, the Borrower shall not withdraw, transfer or in any other way deal with all or any part of, or any interest in, or attempt to withdraw, transfer or in any other way deal with all or any part of, or any interest in, any amount standing to the credit of the Earnings Account.

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​ 25.2****Payment of Earnings

The Borrower shall ensure that:

(a)subject only to the provisions of the General Assignment, all the Earnings are paid in to the Earnings Account; and

(b)all Hedge Receipts are paid in to the Earnings Account.

25.3****Location of Accounts

The Borrower shall promptly:

(a)comply with any requirement of the Lender as to the location or relocation of the Accounts; and

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

26****Events of Default

26.1****General

Each of the events or circumstances set out in this Clause 26 (Events of Default) is an Event of Default except for Clause 26.19 (Acceleration) and Clause 26.20 (Enforcement of security).

26.2****Non-payment

A Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a)its failure to pay is caused by:

(i)administrative or technical error; or

(ii)a Disruption Event; and

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

26.3****Specific obligations

A breach occurs of Clause 4.4 (Waiver of conditions precedent), Clause 18.35 (Sanctions), Clause 20 (Financial Covenants), Clause 21.10 (Title), Clause 21.11 (Negative pledge), Clause 21.20 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 21.22 (Sanctions undertaking), Clause 22.2 (Maintenance of obligatory insurances), Clause 22.3 (Terms of obligatory insurances), Clause 22.5 (Renewal of obligatory insurances), Clause 23.12 (Sanctions and Ship Trading), Clause 23.13 (Russian oil price cap) or, save to the extent such breach is a failure to pay and therefore subject to Clause 26.2 (Non-payment), Clause 24 (Security Cover).

26.4****Other obligations

(a)A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 26.2 (Non-payment) and Clause 26.3 (Specific obligations)).

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​ (b)No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 10 Business Days of the Lender giving notice to the Borrower or (if earlier) any Transaction Obligor becoming aware of the failure to comply.

26.5****Misrepresentation

Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

26.6****Cross default

(a)Any Financial Indebtedness of any Transaction Obligor is not paid when due nor within any originally applicable grace period.

(b)Any Financial Indebtedness of any Transaction Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)Any commitment for any Financial Indebtedness of any Transaction Obligor is cancelled or suspended by a creditor of any Transaction Obligor as a result of an event of default (however described).

(d)Any creditor of any Transaction Obligor becomes entitled to declare any Financial Indebtedness of any Transaction Obligor due and payable prior to its specified maturity as a result of an event of default (however described).

26.7****Insolvency

(a)A Transaction Obligor or a member of the Group:

(i)is unable or admits inability to pay its debts as they fall due;

(ii)is deemed to, or is declared to, be unable to pay its debts under applicable law;

(iii)suspends or threatens to suspend making payments on any of its debts; or

(iv)by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding the Lender in its capacity as such) with a view to rescheduling any of its indebtedness.

(b)The value of the assets of any Transaction Obligor or any member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).

(c)A moratorium is declared in respect of any indebtedness of any Transaction Obligor or other member of the Group. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

26.8****Insolvency proceedings

(a)Any corporate action, legal proceedings or other procedure or step is taken in relation to:

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​ (i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor or other member of the Group;

(ii)a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor or other member of the Group;

(iii)the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Transaction Obligor’s or other member’s of the Group or any of its assets; or

(iv)enforcement of any Security over any assets of any Transaction Obligor or other member of the Group,

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

(b)Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.

26.9****Creditors’ process

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of any Transaction Obligor or other member of the Group (other than an arrest or detention of the Ship referred to in Clause 26.14 (Arrest)).

26.10****Ownership of the Borrower, the Approved Managers and the Parent Guarantor

It appears, that, without the Lender’s prior written consent:

(a)the Parent Guarantor (i) ceases to be (directly or indirectly) the legal and beneficial owner of 100 per cent. of the issued and outstanding share capital and voting share capital of the Borrower or (ii) otherwise ceases to control (directly or indirectly) 100 per cent. the Borrower;

(b)the Parent Guarantor (i) ceases to be (directly or indirectly) the legal and beneficial owner of 100 per cent. of the issued and outstanding share capital and voting share capital of the Approved Commercial Manager or (ii) otherwise ceases to control (directly or indirectly) 100 per cent. the Approved Commercial Manager;

(c)the members of the Nominated Family (i) cease to be the legal and beneficial direct owner of at least 35 per cent. of the issued and outstanding share capital and voting share capital of the Parent Guarantor or (ii) otherwise cease to control (directly or indirectly) at least 35 per cent. of the Parent Guarantor;

(d)the members of the Nominated Family (i) cease to be the legal and beneficial direct owner of at least 51 per cent. of the issued and outstanding share capital and voting share capital of the Approved Technical Manager or (ii) otherwise cease to control (directly or indirectly) at least 51 per cent. of the Approved Technical Manager,

(i)the Parent Guarantor shall promptly notify the Lender upon becoming aware of that event; and

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​ (ii)the Lender may, by not less than ten days’ notice to the Borrower, cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents due and payable within 30 days of the occurrence of a change of control, whereupon the Facility will be cancelled and the Borrower shall prepay to the Lender the Loan and all outstanding interest and other amounts due and payable under the Finance Documents; or

(e)the Parent Guarantor’s shares cease to be quoted on both the New York Stock Exchange and Oslo Stock Exchange.

(f)For the purpose of the paragraphs above “control” means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i)cast, or control the casting of, the maximum number of votes that might be cast at a general meeting in accordance with the relevant shareholding percentage; or

(ii)appoint or remove all, or the majority, of the directors or other equivalent officers (other than in respect of the Parent Guarantor); or

(iii)give directions with respect to the operating and financial policies with which the directors or other equivalent officers are obliged to comply (other than in respect of the Parent Guarantor.

26.11****Unlawfulness, invalidity and ranking

(a)It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.

(b)Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.

(c)Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than the Lender) to be ineffective.

(d)Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.

26.12****Security imperilled

Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy.

26.13****Cessation of business

Any Transaction Obligor or any other member of the Group suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

26.14****Arrest

Any arrest of the Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the Borrower within 21 days of such arrest or detention.

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​ 26.15****Expropriation

The authority or ability of any Transaction Obligor or member of the Group to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any member of the Group or any of its assets other than:

(a)an arrest or detention of the Ship referred to in Clause 26.14 (Arrest); or

(b)any Requisition.

26.16****Repudiation and rescission of agreements

A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security or a Transaction Document or other Transaction Security otherwise ceases to remain in full force and effect for any reason.

26.17****Litigation

Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect.

26.18****Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

26.19****Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Lender may:

(a)by notice to the Borrower:

(i)cancel the Commitment, whereupon it shall immediately be cancelled;

(ii)declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; and/or

(iii)declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Lender,

and the Lender may serve notices under sub-paragraphs (i), (ii) or (iii) of paragraph (a) above simultaneously or on different dates and the Lender may take any action referred to in

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​ paragraph (iii) above or Clause 26.20 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

26.20****Enforcement of security

On and at any time after the occurrence of an Event of Default which is continuing the Lender may take any action which, as a result of the Event of Default or any notice served under Clause 26.19 (Acceleration), the Lender is entitled to take under any Finance Document or any applicable law or regulation.

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​ Section 9

Changes to Parties

27****Changes to the Lender

27.1****Assignment by the Lender

Subject to this Clause 27 (Changes to the Lender), the Lender (the “Existing Lender”) may, without any Obligor’s consent but with prior notice to the Obligors, assign any of its rights under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

27.2****Conditions of assignment

(a)Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender.

(b)If:

(i)the Existing Lender assigns any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)as a result of circumstances existing at the date the assignment or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or the Existing Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs),

then the New Lender or the Existing Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender would have been if the assignment or change had not occurred.

27.3****Security over Lender’s rights

In addition to the other rights provided to the Lender under this Clause 27 (Changes to the Lender), the Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of the Lender including, without limitation:

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

(b)if the Lender is a fund, 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,

except that no such charge, assignment or Security shall:

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​ (i)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

(ii)require any payments to be made by a Transaction Obligor 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.

28****Changes to the Transaction Obligors

28.1****Assignment or transfer by Transaction Obligors

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

28.2****Additional Subordinated Creditors

(a)The Borrower may request that any person becomes a Subordinated Creditor, with the prior approval of the Lender, by delivering to the Lender:

(i)a duly executed Subordination Agreement;

(ii)a duly executed Subordinated Debt Security; and

(iii)such constitutional documents, corporate authorisations and other documents and matters as the Lender may reasonably require, in form and substance satisfactory to the Lender, to verify that the person’s obligations are legally binding, valid and enforceable and to satisfy any applicable legal and regulatory requirements.

(b)A person referred to in paragraph (a) above will become a Subordinated Creditor on the date the Lender enters into the Subordination Agreement and the Subordinated Debt Security delivered under paragraph (a) above.

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​ Section 10

Administration

29****Payment Mechanics

29.1****Payments to the Lender

(a)On each date on which a Transaction Obligor is required to make a payment under a Finance Document, that Transaction Obligor shall make an amount equal to such payment available to the Lender (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Lender as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Lender) and with such bank as the Lender, in each case, specifies.

29.2****Application of receipts; partial payments

(a)If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Lender shall apply that payment towards the obligations of that Transaction Obligor under the Finance Documents in any manner it may decide.

(b)Paragraph (a) above will override any appropriation made by a Transaction Obligor.

29.3****No set-off by Transaction Obligors

(a)All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

(b)Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amounts owing under the Hedging Agreement.

29.4****Business Days

(a)Any payment under the Finance Documents 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).

(b)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 or Unpaid Sum at the rate payable on the original due date.

29.5****Currency of account

(a)Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.

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

(c)Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

29.6****Change of currency

(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Lender (after consultation with the Borrower); and

(ii)any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Lender (acting reasonably).

(b)If a change in any currency of a country occurs, this Agreement will, to the extent the Lender (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

29.7****Currency conversion

The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

29.8****Disruption to Payment Systems etc.

If either the Lender determines (in its discretion) that a Disruption Event has occurred or the Lender is notified by the Borrower that a Disruption Event has occurred:

(a)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;

(b)the Lender shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above 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;

(c)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 and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents;

(d)the Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on

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​ 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 29.8 (Disruption to Payment Systems etc.).

30****Set-Off

The Lender may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by the Lender) against any matured obligation owed by the Lender to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

31****Conduct of business by the Lender

No provision of this Agreement will:

(a)interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

32****Bail-In

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

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

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

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

(iii)a cancellation of any such liability; and

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

33****Notices

33.1****Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by email or letter.

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​ 33.2****Addresses

The address and email (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

(a)in the case of the Borrower, that specified in Schedule 1 (The Parties);

(b)in the case of the Lender or any other Obligor, that specified in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the Lender on or before the date on which it becomes a Party;

or any substitute address, email or department or officer as an Obligor may notify to the Lender (or the Lender may notify to the other Parties, if a change is made by the Lender) by not less than five Business Days’ notice.

33.3****Delivery

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

(i)if by way of email, in accordance with the provisions of Clause 33.4 (Electronic Communication); or

(ii)if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 33.2 (Addresses), if addressed to that department or officer.

(b)Any communication or document to be made or delivered to the Lender will be effective only when actually received by it and then only if it is expressly marked for the attention of the department or officer of the Lender specified in Schedule 1 (The Parties) (or any substitute department or officer as the Lender shall specify for this purpose).

(c)Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.

(d)Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

33.4****Electronic communication

(a)Any communication to be made or document to be delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i)notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

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​ (ii)notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.

(b)Any such electronic communication or delivery as specified in paragraph (a) above to be made between an Obligor and the Lender may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery.

(c)Any such electronic communication or document as specified in paragraph (a) above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by a Party to the Lender only if it is addressed in such a manner as the Lender shall specify for this purpose.

(d)Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication or document is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e)Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this Clause 33.4 (Electronic communication).

33.5****English language

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

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

(i)in English; or

(ii)if not in English, and if so required by the Lender, accompanied by a certified English translation prepared by a translator approved by the Lender and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

33.6****Hedging Agreement

Notwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include the Hedging Agreement entered into by the Borrower in connection with the Facility.

34****Calculations and Certificates

34.1****Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

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​ 34.2****Certificates and determinations

Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

34.3****Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.

35****Partial Invalidity

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

36****Remedies and Waivers

(a)No failure to exercise, nor any delay in exercising, on the part of the Lender or any Receiver or Delegate, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of the Lender or any Receiver or Delegate shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

(b)No variation or amendment of a Finance Document shall be valid unless in writing and signed by the Lender.

37****Entire Agreement

(a)This Agreement, in conjunction with the other Finance Documents, constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.

(b)Each Obligor acknowledges that it has not entered into this Agreement or any other Finance Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or in any other Finance Document.

38****Settlement or Discharge Conditional

Any settlement or discharge under any Finance Document between the Lender and any Transaction Obligor shall be conditional upon no security or payment to the Lender by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

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​ 39****Irrevocable Payment

If the Lender considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to the Lender under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

40****Amendments

40.1****Changes to reference rates

(a)If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to:

(i)providing for the use of a Replacement Reference Rate in place of that Published Rate; and

(ii)

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

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

(C)implementing market conventions applicable to that Replacement Reference Rate;

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

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

may be made with the consent of the Lender and the Borrower.

(b)An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on the Loan or any part of the Loan under this Agreement to any recommendation of a Relevant Nominating Body which is issued on or after the date of this Agreement, may be made with the consent of the Lender and the Borrower.

(c)In this Clause 40.1 (Changes to reference rates):

“Published Rate” means:

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​

(a)	SOFR; or
(b)	Term SOFR for any Quoted Tenor.
---	---

“Published Rate Contingency Period” means, in relation to:

(a)	Term SOFR (all Quoted Tenors), ten US Government Securities Business Days; and
(b)	SOFR, ten US Government Securities Business Days.
---	---

“Published Rate Replacement Event” means, in relation to a Published Rate:

(a)	the methodology, formula or other means of determining that Published Rate has, in the opinion of the Lender and the Borrower, materially changed;
(b)
---
(i)
---
(A)	the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or
---	---
(B)	information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,
---	---

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

(ii)	the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;
(iii)	the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or
---	---
(iv)	the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
---	---
(c)	the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
---	---
(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Lender and the Borrower) temporary; or
---	---

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​

(ii)	that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than the applicable Published Rate Contingency Period; or
(d)	in the opinion of the Lender and the Borrower, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.
---	---

“Quoted Tenor” means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

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

“Replacement Reference Rate” means a reference rate which is:

(e)	formally designated, nominated or recommended as the replacement for a Published Rate by:
(i)	the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or
---	---
(ii)	any Relevant Nominating Body,
---	---

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

(f)	in the opinion of the Lender and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or
(g)	in the opinion of the Lender and the Borrower, an appropriate successor or alternative to a Published Rate.
---	---

40.2****Obligor Intent

Without prejudice to the generality of Clauses 1.2 (Construction) and 17.4 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

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​ 41****Confidential Information

41.1****Confidentiality

The Lender agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 41.2 (Disclosure of Confidential Information) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

41.2****Disclosure of Confidential Information

The Lender may disclose:

(a)to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, insurers, insurance advisors, insurance brokers, partners and Representatives such Confidential Information as the Lender shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)to any person:

(i)to (or through) whom it assigns (or may potentially assign) all or any of its rights and/or obligations under one or more Finance Documents and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(ii)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii)appointed by the Lender or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;

(iv)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;

(v)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;

​ 104

​ (vii)to whom or for whose benefit the Lender charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 27.3 (Security over Lender’s rights);

(viii)which is a classification society;

(ix)who is a Party, a member of the Group or any related entity of a Transaction Obligor;

(x)as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or

(xi)with the consent of the Parent Guarantor;

in each case, such Confidential Information as the Lender shall consider appropriate if:

(A)in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)in relation to sub-paragraphs (iv) and (viii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; and

(C)in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender, it is not practicable so to do in the circumstances;

(c)to any person appointed by the Lender or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/ Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the Lender;

(d)to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

​ 105

​ 41.3****DAC6

Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.

41.4****Entire agreement

This Clause 41 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Lender under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

41.5****Inside information

the Lender acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Lender undertakes not to use any Confidential Information for any unlawful purpose.

41.6****Notification of disclosure

The Lender agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a)of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 41.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b)upon becoming aware that Confidential Information has been disclosed in breach of this Clause 41 (Confidential Information).

41.7****Continuing obligations

The obligations in this Clause 41 (Confidential Information) are continuing and, in particular, shall survive and remain binding on the Lender for a period of 12 months from the earlier of:

(a)the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and the Commitment has been cancelled or otherwise ceased to be available; and

(b)the date on which the Lender otherwise ceases to be the Lender.

42****Confidentiality of Funding Rates

42.1****Confidentiality and disclosure

(a)The Lender and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraph (b) below.

(b)Each Obligor may disclose any Funding Rate, to:

​ 106

​ (i)any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding Rate is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

(ii)any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange (including, for the avoidance of any doubt, any filing requirements thereunder) or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii)any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv)any person with the consent of the Lender.

42.2****Related obligations

(a)Each Obligor acknowledges that each Funding Rate is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each Obligor undertakes not to use any Funding Rate for any unlawful purpose.

(b)Each Obligor agrees (to the extent permitted by law and regulation) to inform the Lender:

(i)of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (b) of Clause 42.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii)upon becoming aware that any information has been disclosed in breach of this Clause 42 (Confidentiality of Funding Rates).

42.3****No Event of Default

No Event of Default will occur under Clause 26.4 (Other obligations) by reason only of an Obligor’s failure to comply with this Clause 42 (Confidentiality of Funding Rates).

​ 107

​ 43****Counterparts

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

​ 108

​ Section 11

Governing Law and Enforcement

44****Governing Law

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

45****Enforcement

45.1****Jurisdiction

(a)Unless specifically provided in another Finance Document in relation to that Finance Document, the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute regarding the existence, validity or termination of any Finance Document or any non-contractual obligation arising out of or in connection with any Finance Document) (a “Dispute”).

(b)The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.

(c)To the extent allowed by law, this Clause 45.1 (Jurisdiction) is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.

45.2****Service of process

(a)Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i)irrevocably appoints Saville Notaries LLP of London, at its registered office for the time being, presently at 11 Old Jewry, London, EC2R 8DU, England as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

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

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

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

​ 109

​ Schedule 1

The Parties

Part A

The Obligors

Name of Borrower	​ ​ ​	Place of Incorporation	​ ​ ​	Registration number (or equivalent, if any)	​ ​ ​	Address for Communication
OMEGA TWELVE MARINE CORP.	​	Marshall Islands	​	135286	​	c/o OET Chartering Inc. <br>Address: Ethnarchou Makariou Ave., & <br>2 D., Falireos Street <br>185 47 New Faliro, Piraeus, Greece <br>Email: <br>Fax: <br>Tel: <br>Attn: Mrs. Thalia Kalafati
​	​	​	​	​	​	​
Name of Parent Guarantor	​	Place of Incorporation	​	Registration number (or equivalent, if any)	​	Address for Communication
OKEANIS ECO TANKERS CORP.	​	Marshall Islands	​	96382	​	c/o OET Chartering Inc. <br>Address: Ethnarchou Makariou Ave., & <br>2 D., Falireos Street <br>185 47 New Faliro, Piraeus, Greece <br>Email: <br>Fax: <br>Tel: <br>Attn: Mrs. Thalia Kalafati

​

​ 110

​ Part B

The Original Lender

Name of Original Lender	​ ​ ​	Commitment	​ ​ ​	Address for Communication
ALPHA BANK S.A.	​	$45,000,000	​	93 Akti Miaouli <br>Piraeus 185 38 <br>Greece <br>​<br><br>Attention: Konstantinos <br>Flokos/Evangelia Makri<br><br>​<br><br>Email:

​

​ 111

​ Schedule 2

Conditions Precedent

Part A

Conditions Precedent to Utilisation Request

​ 112

​ Part B

​

Conditions Precedent to Utilisation

​ 113

​ Schedule 3

Requests

Part A

Utilisation Request

​ 114

​ Part B

​

Selection Notice

​ 115

​ Schedule 4

Details of The Ship

Ship name	Borrower	Type	Approved Flag	Approved Classification Society	Approved Classification	Approved Commercial Manager	Approved Technical Manager
Hull no. 5102 (tbn “NISSOS PIPERI”)	omega twelve marine corp.	Oil carrier	Marshall Islands	ABS	✠ A1, Oil Carrier, (E), +AMS, +ACCU, ESP, CPS, CPS-COT, CSR, AB-CM, BWT, TCM, VEC-L, UWILD, SPMA, ENVIRO, IHM, RW, CRC(SP, SC-PL), EEDI-Ph3, RRDA, CPP, POT, BWE, RES, ESA, PMP+<br><br>​	OET Chartering Inc.	Kyklades Maritime Corporation

​

​ 116

​ Schedule 5

​

Form of Compliance Certificate

​ 117

​ Schedule 6

​

Timetables

​ 118

​ Execution Page

BORROWER	​
​	​
SIGNED by Thaleia Kalafati	) /s/ Thaleia Kalafati
duly authorised	)
attorney in fact	)
for and on behalf of	)
OMEGA TWELVE MARINE CORP.	​
in the presence of:	)
​	​
Witness’ signature:	) /s/ Eliza-Elisavet Makri
Witness’ name:	) Eliza-Elisavet Makri
Witness’ address:	) Attorney-at-law
​	Watson Farley & Williams Greece
​	348 Syngrou Avenue
​	176 74 Kallithea
​	Athens-Greece
​	​
PARENT GUARANTOR	​
​	​
SIGNED by Thaleia Kalafati	) /s/ Thaleia Kalafati
duly authorised	)
attorney in fact	)
for and on behalf of	)
OKEANIS ECO TANKERS CORP.	)
in the presence of:	)
​	​
Witness’ signature:	) /s/ Eliza-Elisavet Makri
Witness’ name:	) Eliza-Elisavet Makri
Witness’ address:	) Attorney-at-law
​	Watson Farley & Williams Greece
​	348 Syngrou Avenue
​	176 74 Kallithea
​	Athens-Greece
​	​
ORIGINAL LENDER	​
​	​
SIGNED by A.S. Damianidou	) /s/ A.S. Damianidou
and V.K. Sifinou	) /s/ V.K. Sifinou
duly authorised	)
for and on behalf of	)
ALPHA BANK S.A.	)
in the presence of:	)
​	​
Witness’ signature:	) /s/ Eliza-Elisavet Makri
Witness’ name:	) Eliza-Elisavet Makri
Witness’ address:	) Attorney-at-law
​	Watson Farley & Williams Greece
​	348 Syngrou Avenue
​	176 74 Kallithea
​	Athens-Greece

​ 119

Exhibit 4.17

Dated 19 December 2025

​

Up to US$45,000,000

TERM LOAN FACILITY

​

OMEGA FOURTEEN MARINE CORP.

as Borrower

and

OKEANIS ECO TANKERS CORP.

as Corporate Guarantor

and

NATIONAL BANK OF GREECE S.A.

as Original Lender

​

​

FACILITY AGREEMENT

relating to the financing of part of the acquisition cost of

hull no. 5103 (tbn “NISSOS SERIFOPOULA”)

​

​

​

​

​

​

Index

​

​	​	​
Clause		Page
​	​	​
Section 1 Interpretation		2
1	Definitions and Interpretation	2
Section 2 The Facility		28
2	The Facility	28
3	Purpose	28
4	Conditions of Utilisation	29
Section 3 Utilisation		31
5	Utilisation	31
Section 4 Repayment, Prepayment and Cancellation		33
6	Repayment	33
7	Prepayment and Cancellation	33
Section 5 Costs of Utilisation		35
8	Rate Switch	35
9	Interest	36
10	Interest Periods	38
11	Changes to the Calculation of Interest	39
12	Fees	41
Section 6 Additional Payment Obligations		42
13	Tax Gross Up and Indemnities	42
14	Increased Costs	45
15	Other Indemnities	47
16	Costs and Expenses	49
Section 7 Guarantee		51
17	Guarantee and Indemnity	51
Section 8 Representations, Undertakings and Events of Default		54
18	Representations	54
19	Information Undertakings	62
20	Financial Covenants	65
21	General Undertakings	66
22	Insurance Undertakings	73
23	Ship Undertakings	78
24	Security Cover	87
25	Accounts and application of Earnings and Hedge Receipts	88
26	Events of Default	89
Section 9 Lender and the Obligors		94
27	Changes to the Lender	94
28	Changes to the Transaction Obligors	95
Section 10 Administration		96
29	Payment Mechanics	96
30	Set-Off	98
31	Conduct of Business by the Lender	98
32	Bail-In	98
33	Notices	98
34	Calculations and Certificates	100
35	Partial Invalidity	101
36	Remedies and Waivers	101
37	Entire Agreement	101

​

​

​

​	​	​
38	Settlement or Discharge Conditional	101
39	Irrevocable Payment	102
40	Amendments	102
41	Confidential Information	105
42	Confidentiality of Funding Rates	107
43	Counterparts	109
Section 11 Governing Law and Enforcement		110
44	Governing Law	110
45	Enforcement	110

​

Schedules

​

​	​	​
Schedule 1 The Parties		111
​	Part A The Obligors	111
​	Part B The Original Lender	112
Schedule 2 Conditions Precedent		113
​	Part A Conditions Precedent to Utilisation Request	113
​	Part B Conditions Precedent to Prepositioning of funds	114
​	Part C Conditions Precedent to Release of Prepositioned Funds	115
Schedule 3 Requests		116
​	Part A Utilisation Request	116
​	Part B Selection Notice	117
Schedule 4 Details of The Ship		118
Schedule 5 Timetables		119
Schedule 6 Form of Compliance Certificate		120
Schedule 7 Compounded Rate Terms		121
Schedule 8 Cumulative Compounded RFR Rate		123

​

Execution

​

​	​
Execution Pages	124

​

​

THIS AGREEMENT is made on 19 December 2025

Parties

(1)	OMEGA FOURTEEN MARINE CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands as borrower (the “Borrower”)
(2)	OKEANIS ECO TANKERS CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 as guarantor (the “Corporate Guarantor”)
---	---
(3)	NATIONAL BANK OF GREECE S.A., acting through its office at 2, Bouboulinas Street & Akti Miaouli, Piraeus 18535, Greece, as lender (the “Original Lender”)
---	---

Background

(A)	The Lender has agreed to make available to the Borrower a secured term loan facility, in a single advance, in an amount of up to the lesser of (i) $45,000,000, (ii) 46,5 per cent. of the Acquisition Cost of the Ship and (ii) 52 per cent. of the Initial Market Value of the Ship, for the purpose of financing part of the Acquisition Cost of the Ship.
(B)	The Lender has agreed to enter into interest rate swap transactions with the Borrower from time to time to hedge the Borrower’s exposure under this Agreement to interest rate fluctuations.
---	---

Operative Provisions

​

​

​

Section 1

Interpretation

1	Definitions and Interpretation
1.1	Definitions
---	---

In this Agreement:

“2002 ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“Account” means each of the Earnings Account and the Cash Collateral Account.

“Account Bank” means National Bank of Greece S.A., acting through its shipping office at 2, Bouboulinas Street & Akti Miaouli, Piraeus 18535, Greece, or any replacement bank or other financial institution as may be approved by the Lender.

“Account Security” means a document creating Security over the Cash Collateral Account in agreed form.

“Acquisition Cost” means the purchase price payable by the Borrower to the Seller under clause 1 (purchase price) of the MOA.

“Additional Business Day” means any day specified as such in the Compounded Rate Terms.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Annex VI” means Annex VI of the Protocol of 1997 to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto and as further amended from time to time.

“Anti-Bribery and Corruption Laws” means all laws, rules, and regulations from time to time, as amended, concerning or relating to bribery or corruption, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and all other applicable anti-bribery and corruption laws.

“Anti-Money Laundering / Combat Terrorist Financing Laws” means the collective of all applicable customer due diligence, recordkeeping and reporting requirements in light of anti-money laundering and/or counter terrorist financing statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency.

“Approved Brokers” means any first-class firm or firms of insurance brokers approved in writing by the Lender (in its sole discretion).

“Approved Classification” means, as at the date of this Agreement, the classification specified in Schedule 4 (Details of the Ship) with the Approved Classification Society.

“Approved Classification Society” means, as at the date of this Agreement, the classification society specified in Schedule 4 (Details of the Ship) or any other classification society which is

​ 2

a member of the International Association of Classification Societies and is approved in writing by the Lender.

“Approved Commercial Manager” means, as at the date of this Agreement, the manager specified as the approved commercial manager in Schedule 4 (Details of the Ship) or any other person approved in writing by the Lender, as the commercial manager of the Ship.

“Approved Flag” means, as of the Delivery Date, the flag in relation to the Ship specified in Schedule 4 (Details of the Ship) or such other flag and, approved in writing by the Lender.

“Approved Manager” means, the Approved Commercial Manager or the Approved Technical Manager.

“Approved Technical Manager” means, as at the date of this Agreement, the manager specified as the approved technical manager in Schedule 4 (Details of the Ship) or any other person approved in writing by the Lender, as the technical manager of the Ship.

“Approved Valuer” means any reputable firm or firms of first class independent sale and purchase shipbrokers approved in writing by the Lender.

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Assignable Charter” means, any Charter which has, or is capable of having a duration exceeding 12 months (including any optional extension) or any bareboat charter in respect of the Ship entered into in accordance with Clauses 23.16 (Restrictions on chartering, appointment of managers etc.) and 23.19 (Assignment of an Assignable Charter).

“Assignment of Insurances” means a first priority assignment of the Insurances in respect of the Ship executed or to be executed by any named assured under the Insurances (other than the Borrower and an Approved Manager), in agreed form.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

“Availability Period” means the period from and including the date of this Agreement to and including 31 March 2026.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

(a)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;
(b)	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
---	---
(c)	in relation to the United Kingdom, the UK Bail-In Legislation.
---	---

​ 3

“Break Costs” means the amount (if any) by which:

(a)	in respect of any Term Rate Loan:
(i)	the interest which the Lender should have received for the period from the date of receipt of all or any part of the Loan or an Unpaid Sum to the last day of the current Interest Period in relation to the Loan, the relevant part of the Loan or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;
---	---

exceeds

(ii)	the amount which the Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
(b)	in respect of any Compounded Rate Loan, any amount specified as such in the Compounded Rate Terms.
---	---

“Builder” means Daehan Shipbuilding Co., Ltd., a company organized and existing under the laws of the Republic of Korea, having its registered office at 498, Josunso-gil, Hwawon-myeon, Haenam-gun, Jeollanam-do, 59000, Republic of Korea.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York, Athens, Piraeus, United Kingdom, Norway and South Korea in relation to:

(a)	the fixing of an interest rate in respect of a Term Rate Loan;
(b)	any date for payment or purchase of an amount relating to a Compounded Rate Loan; or
---	---
(c)	the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan or otherwise in relation to the determination of the length of such an Interest Period,
---	---

which is an Additional Business Day relating to that Term Rate Loan or Compounded Rate Loan (as the case may be).

“Cash Collateral Account” means:

(a)	an interest bearing USD current account in the name of the Borrower or an Approved Manager held with the Account Bank designated [Approved Manager] – Cash Collateral Account; or
(b)	any other account in the name of the Borrower or an Approved Manager with the Account Bank which may, with the prior written consent of the Lender, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account;
---	---
(c)	any sub-account of any account referred to in paragraphs (a) or (b) above.
---	---

​ 4

“Charter” means, any charter relating to the Ship, or other contract for its employment, whether or not already in existence, including, without limitation, any Assignable Charter.

“Charter Guarantee” means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

“Charterparty Assignment” means, in relation to any Assignable Charter, the assignment of the rights of the Borrower under such Assignable Charter (and under any relevant Charter Guarantee) relative thereto, in agreed form.

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

“Commercial Management Agreement” means the agreement entered into between the Borrower and the Approved Commercial Manager regarding the commercial management of the Ship.

“Commitment” means $45,000,000, to the extent not cancelled or reduced under this Agreement.

“Compliance Certificate” means a certificate in the form set out in Schedule 6 (Form of Compliance Certificate) or in any other form agreed between the Corporate Guarantor and the Lender.

“Compounded Market Disruption Rate” means the rate specified as such in the Compounded Rate Terms.

“Compounded Rate Loan” means the Loan or, if applicable, Unpaid Sum which is, or becomes a “Compounded Rate Loan” pursuant to Clause 8 (Rate Switch).

“Compounded Rate Supplement” means a document which:

(a)	is agreed in writing by the Borrower and the Lender;
(b)	specifies the relevant terms which are expressed in this Agreement to be determined by reference to the Compounded Rate Terms; and
---	---
(c)	has been made available to the Borrower and the Lender.
---	---

“Compounded Rate Terms” means the terms set out in Schedule 7 (Compounded Rate Terms) or in any Compounded Rate Supplement.

“Compounded Reference Rate” means, in relation to any Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the Cumulative Compounded RFR Rate for that Interest Period and if that is less than zero, such rate shall be deemed to be zero.

“Compounding Methodology Supplement” means, in relation to the Cumulative Compounded RFR Rate, a document which:

(a)	is agreed in writing by the Borrower and the Lender;
(b)	specified a calculation methodology for that rate; and
---	---
(c)	has been made available to the Borrower and the Lender.
---	---

​ 5

“Confidential Information” means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which the Lender becomes aware in its capacity as, or for the purpose of becoming, the Lender or which is received by the Lender in relation to, or for the purpose of becoming the Lender under, the Finance Documents or the Facility from any member of the Group or any of its advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(a)	information that:
(i)	is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 41 (Confidential Information); or
---	---
(ii)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
---	---
(iii)	is known by the Lender before the date the information is disclosed to it by any member of the Group or any of its advisers or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
---	---
(b)	any Funding Rate.
---	---

“Confidentiality Undertaking” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrower and the Lender.

“Cumulative Compounded RFR Rate” means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Lender in accordance with the methodology set out in Schedule 8 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Rate” means the rate specified as such in the Compounded Rate Terms.

“Default” means an Event of Default or a Potential Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Lender.

“Delivery Date” means, the date on which the Ship is delivered by the Seller to the Borrower under the MOA.

“Disruption Event” means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the 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, if applicable, any Transaction Obligor; or

​ 6

(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Transaction Obligor preventing that, or any other, Party or, if applicable, any Transaction Obligor:
(i)	from performing its payment obligations under the Finance Documents; or
---	---
(ii)	from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,
---	---

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

“Document of Compliance” has the meaning given to it in the ISM Code.

“dollars” and “$” mean the lawful currency, for the time being, of the United States of America.

“Earnings” means, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or the Lender and which arise out of or in connection with or relate to the use or operation of the Ship, including (but not limited to):

(a)	the following, save to the extent that any of them is, with the prior written consent of the Lender, pooled or shared with any other person:
(i)	all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;
---	---
(ii)	the proceeds of the exercise of any lien on sub-freights;
---	---
(iii)	compensation payable to the Borrower or the Lender in the event of requisition of the Ship for hire or use;
---	---
(iv)	remuneration for salvage and towage services;
---	---
(v)	demurrage and detention moneys;
---	---
(vi)	without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship;
---	---
(vii)	all moneys which are at any time payable under any Insurances in relation to loss of hire;
---	---
(viii)	all monies which are at any time payable to the Borrower in relation to general average contribution; and
---	---
(b)	if and whenever the Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (viii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Ship.
---	---

“Earnings Account” means:

​ 7

(a)	an account in the name of the Borrower with the Account Bank designated “Omega Fourteen Marine Corp. - Earnings Account”;
(b)	any other account in the name of the Borrower with the Account Bank which may, with the prior written consent of the Lender, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or
---	---
(c)	any sub-account of any account referred to in paragraphs (a) or (b) above.
---	---

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Environmental Approval” means any present or future permit, ruling, variance or other Authorisation required under Environmental Law.

“Environmental Claim” means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, “claim” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

“Environmental Incident” means:

(a)	any release, emission, spill or discharge of Environmentally Sensitive Material whether within the Ship or from the Ship into any other vessel or into or upon the air, water, land or soils (including the seabed) or surface water; or
(b)	any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than the Ship and which involves a collision between the Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Ship and/or any Transaction Obligor and/or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or
---	---
(c)	any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from the Ship and in connection with which the Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.
---	---

“Environmental Law” means any present or future law relating to vessel disposal, energy efficiency, carbon reduction, emissions, emissions trading, pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

​ 8

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

“EU Bail-In Legislation Schedule” means the document described as such and published by the LMA from time to time.

“EU Ship Recycling Regulation” means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC.

“Event of Default” means any event or circumstance specified as such in Clause 26 (Events of Default).

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices through which the Lender will perform its obligations under this Agreement.

“FATCA” means:

(a)	sections 1471 to 1474 of the Code or any associated regulations;
(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
---	---
(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
---	---

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

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

“Finance Document” means:

(a)	this Agreement;
(b)	the Utilisation Request;
---	---
(c)	any Compounded Rate Supplement;
---	---
(d)	any Compounding Methodology Supplement;
---	---
(e)	any Security Document;
---	---
(f)	any Hedging Agreement;
---	---
(g)	any Subordination Agreement;
---	---

​ 9

(h)	any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or
(i)	any other document designated as such by the Lender and the Borrower.
---	---

“Financial Indebtedness” means any indebtedness for or in relation to:

(a)	moneys borrowed;
(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
---	---
(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
---	---
(d)	the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with IFRS, be treated as a balance sheet liability;
---	---
(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
---	---
(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;
---	---
(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative 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 derivative transaction, that amount) shall be taken into account);
---	---
(h)	any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
---	---
(i)	the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.
---	---

“Funding Rate” means any individual rate notified by the Lender to an Obligor pursuant to any Finance Document.

“General Assignment” means, the general assignment creating Security over:

(a)	the Earnings, the Insurances and any Requisition Compensation; and
(b)	any Charter and any Charter Guarantee,
---	---

in agreed form.

“Group” means the Corporate Guarantor and its Subsidiaries from time to time (including, for the avoidance of any doubt, the Borrower) and “member of the Group” shall be construed accordingly.

​ 10

“Hedge Receipts” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower under the Hedging Agreement.

“Hedging Agreement” means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by the Borrower for the purpose of hedging interest payable under this Agreement.

“Hedging Agreement Security” means, a hedging agreement security creating Security over the Borrower’s rights and interests in the Hedging Agreement, in agreed form.

“Hedging Close-Out Liabilities” means as at any relevant date the net aggregate amount in dollars which would be payable by the Borrower under the Hedging Agreement at the relevant determination date as a result of any termination or closing out under the Hedging Agreement.

“Historic Term SOFR” means, in relation to any Term Rate Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of that Term Rate Loan and which is as of a day which is no more than three Additional Business Days before the Quotation Day.

“Holding Company” means, in relation to a person, any other person in relation to which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Indemnified Person” has the meaning given to it in Clause 15.2 (Other indemnities).

“Initial Market Value” means, the Market Value of the Ship calculated in accordance with the valuations relative thereto referred to in paragraph 6.1 of Part A of Schedule 2 (Conditions Precedent).

“Insurances” means, in relation to the Ship:

(a)	all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association, effected in relation to the Ship, its Earnings or otherwise in relation to the Ship whether before, on or after the date of this Agreement; and
(b)	all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.
---	---

“Interest Payment Date” has the meaning given to it in paragraph (a) of Clause 9.3 (Payment of interest).

“Interest Period” means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.4 (Default interest).

“Interpolated Historic Term SOFR” means, in relation to any Term Rate Loan, the rate (rounded at the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

​ 11

(a)	either:
(i)	the most recent applicable Term SOFR (as of a day which is not more than three Additional Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Term Rate Loan; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than the Interest Period of that Term Rate Loan, the most recent RFR for a day which is no more than five Additional Business Days (and no less than two Additional Business Days) before the Quotation Day; and
---	---
(b)	the most recent applicable Term SOFR (as of a day which is not more than three Additional Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Term Rate Loan.
---	---

“Interpolated Term SOFR” means, in relation to any Term Rate Loan, the rate (rounded at the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either:
(i)	the applicable Term SOFR (as of the Specified Time) for the longest period (for which Term SOFR is available) which is less than the Interest Period of that Term Rate Loan; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than the Interest Period of that Term Rate Loan, the RFR for the day which is two Additional Business Days before the Quotation Day; and
---	---
(b)	the applicable Term SOFR (as of the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of that Term Rate Loan.
---	---

“Inventory of Hazardous Materials” means, an inventory certificate or statement of compliance (as applicable) issued by the relevant classification society or shipyard authority which is supplemented by a list of any and all materials known to be potentially hazardous utilised in the construction of, or otherwise installed on the Ship pursuant to the requirements of the EU Ship Recycling Regulation.

“ISM Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

“ISPS Code” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

“ISSC” means an International Ship Security Certificate issued under the ISPS Code.

“Lender” means:

(a)	the Original Lender; and

​ 12

(b)	any bank, financial institution, trust, fund or other entity which has become the Lender in accordance with Clause 27 (Changes to the Lender),

which in each case has not ceased to be a Party in accordance with this Agreement.

“LMA” means the Loan Market Association or any successor organisation.

“Loan” means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a “part of the Loan” means any part of the Loan as the context may require.

“Lookback Period” means the number of days specified as such in the Compounded Rate Terms.

“Major Casualty” means, any casualty to the Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency.

“Management Agreement” means the Technical Management Agreement or the Commercial Management Agreement.

“Manager’s Undertaking” means, the letter of undertaking from an Approved Manager subordinating its rights against the Ship and the Borrower to the rights of the Lender and, in each case, incorporating an assignment of that Approved Manager’s rights in the Insurances of the Ship in favour of the Lender in form and substance acceptable to the Lender.

“Margin” means:

(a)	subject to paragraph (b) below, 1.30 per cent. per annum; and
(b)	for the duration of any relevant Interest Period, 0.50 per cent. per annum for any part of the Loan in respect of which the equivalent amount is deposited and blocked for the whole of the relevant Interest Period in the Cash Collateral Account in accordance with Clause 9.6 (Cash Collateral).
---	---

“Market Value” means, in relation to the Ship or any other vessel, at any date, an amount in dollars determined by the Lender as being an amount equal to the market value of the Ship or vessel shown by the average of two or (as the case may be) three valuations, each prepared:

(a)	in respect of the calculation of the Initial Market Value of the Ship, as at a date not more than 15 days prior to the Utilisation Date;
(b)	by an Approved Valuer (one selected by the Borrower and one selected by the Lender), appointed by and reporting to the Lender;
---	---
(c)	with or without physical inspection of the Ship or vessel (as the Lender may require); and
---	---
(d)	on the basis of a sale for prompt delivery for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any Charter and any other encumbrances,
---	---

​ 13

provided that, if the two valuations differ by an amount greater than 15 per cent., a third valuation shall be obtained by an Approved Valuer appointed by the Lender, at the Borrower’s expense and the Market Value of the Ship or other vessel shall then be the arithmetic mean of the three valuations obtained.

“Material Adverse Effect” means in the opinion of the Lender a material adverse effect on:

(a)	the business, operations, property, condition (financial or otherwise) or prospects of any Obligor; or
(b)	the ability of any Obligor to perform its obligations under any Finance Document; or
---	---
(c)	the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of the Lender under any of the Finance Documents.
---	---

“MOA” means the memorandum of agreement dated 7 November 2025 (as amended by addendum No.1 thereto dated 17 December 2025 and as from time to time further amended and/or supplemented) and made among, inter alia, (i) the Corporate Guarantor or its wholly nominee as buyer of the Ship and (ii) the Seller as seller, whereby the Seller has agreed to sell the Ship on a back to back basis to the Borrower, following its delivery to it under the Shipbuilding Contract.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)	other than where paragraph (b) applies:
(b)	(subject to sub-paragraph (ii) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
---	---
(i)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
---	---
(ii)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
---	---
(c)	in relation to an Interest Period for any Compounded Rate Loan (or any other period for the accrual of commission or fees after the Rate Switch Date) for which there are rules specified as “Business Day Conventions” in the Compounded Rate Terms, those rules shall apply.
---	---

The above rules will only apply to the last Month of any period.

“Mortgage” means, a first preferred or, as the case may be, priority ship mortgage on the Ship and, if required pursuant to the laws of the relevant Approved Flag, a deed of covenant collateral thereto, in agreed form.

​ 14

“Nominated Family” means, the persons disclosed in writing to the Lender prior to the date of this Agreement and any of their linear descendants and “members of the Nominated Family” shall be construed accordingly.

“Obligor” means the Borrower or the Corporate Guarantor.

“OFAC” means the Office of Foreign Assets Control of the US Department of the Treasury.

“Original Financial Statements” means in relation to the Corporate Guarantor, the audited financial statements for its financial year ended on 31 December 2024.

“Original Jurisdiction” means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

“Overseas Regulations” means the Overseas Companies Regulations 2009 (SI 2009/1801).

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Permitted Charter” means, a Charter:

(a)	which is a time, voyage or consecutive voyage charter;
(b)	the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months plus a redelivery allowance of not more than 30 days;
---	---
(c)	which is entered into on bona fide arm’s length terms at the time at which the Ship is fixed; and
---	---
(d)	in relation to which not more than two months’ hire is payable in advance,
---	---

and any other Charter which is approved in writing by the Lender (such approval not to be required in case the agreed charter hire rate is above the break-even rate of the Loan).

“Permitted Financial Indebtedness” means:

(a)	any Financial Indebtedness incurred under the Finance Documents; and
(b)	any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to a Subordination Agreement or otherwise and which is, in the case of any such Financial Indebtedness of the Borrower, the subject of Subordinated Debt Security.
---	---

“Permitted Security” means:

(a)	Security created by the Finance Documents;
(b)	liens for unpaid master’s and crew’s wages in accordance with first class ship ownership and management practice and not being enforced through arrest;
---	---

​ 15

(c)	liens for salvage;
(d)	liens for master’s disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and management practice and not being enforced through arrest; and
---	---
(e)	any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Ship:
---	---
(i)	not as a result of any default or omission by the Borrower;
---	---
(ii)	not being enforced through arrest; and
---	---
(iii)	subject, in the case of liens for repair or maintenance, to Clause 23.16 (Restrictions on chartering, appointment of managers etc.),
---	---

provided such liens do not secure amounts more than 30 days overdue.

“Potential Event of Default” means any event or circumstance specified in Clause 26 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Prohibited Party” means a person, entity or party:

(a)	listed on, or owned or controlled by a person, entity or party listed on any Sanctions List; or
(b)	located in, incorporated under the laws of, or owned or controlled by or acting on behalf of a person, entity or party located in or organised under the laws of a country or territory that is the target of country-wide Sanctions, or whose government is the target of Sanctions, as applicable; or
---	---
(c)	located, berthed or anchored at prohibited ports; or
---	---
(d)	being otherwise a target of Sanctions; or
---	---
(e)	with which the Lender is prohibited from dealing or otherwise engaging in any transaction pursuant to OFAC, United Nations, European Union and HMT Sanctions; or
---	---
(f)	acting or purporting to act on behalf of any of the parties listed in paragraphs (a) through (e) above.
---	---

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Additional Business Days before the first day of that period unless market practice differs in the relevant loan market in which case the Quotation Day will be determined by the Lender in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“Quoted Tenor” means any period for which Term SOFR is customarily displayed on the relevant page or screen of an information service.

​ 16

“Rate Switch Date” means the earlier of any Rate Switch Trigger Event Date.

“Rate Switch Trigger Event” means:

(a)

(i)

(A)	the administrator of Term SOFR or its supervisor publicly announces that such administrator is insolvent; or
(B)	information is published in any order, decree, notice or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of Term SOFR is insolvent,
---	---

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

(ii)	the administrator of Term SOFR publicly announces that it has ceased or will cease, to provide Term SOFR for any Quoted Tenor permanently or indefinitely and, at that time, there is no successor administrator to continue to provide Term SOFR for that Quoted Tenor;
(iii)	the supervisor of the administrator of Term SOFR publicly announces that Term SOFR has been or will be permanently or indefinitely discontinued for any Quoted Tenor; or
---	---
(iv)	the administrator of Term SOFR or its supervisor publicly announces that Term SOFR for any Quoted Tenor may no longer be used; or
---	---
(b)	the Lender gives notice in writing to the Borrower that it has or will become contrary to any law or regulation applicable to it for it to make, maintain or fund the Loan or any part of the Loan if interest is determined by reference to Term SOFR or to determine or charge interest in respect of the Loan based upon Term SOFR, or it becomes unlawful for any Affiliate of the Lender to do so; or
---	---
(c)	upon the Borrower giving at least 60 days prior written notice to the Lender, the Borrower and the Lender agree in writing that interest under this Agreement should be calculated by reference to the Compounded Reference Rate.
---	---

“Rate Switch Trigger Event Date” means:

(a)	in the case of an occurrence of a Rate Switch Trigger Event described in sub-paragraph (i) of paragraph (a) of the definition of Rate Switch Trigger Event, the date on which Term SOFR ceases to be published or otherwise becomes unavailable;
(b)	in the case of an occurrence of a Rate Switch Trigger Event described in sub-paragraph (ii), (iii) or (iv) of paragraph (a) of the definition of Rate Switch Trigger Event, the date on which Term SOFR for the relevant Quoted Tenor ceases to be published or otherwise becomes unavailable;
---	---

​ 17

(c)	in the case of an occurrence of a Rate Switch Trigger Event described in paragraph (b) of the definition of Rate Switch Trigger Event, the date specified by the relevant Lender; and
(d)	in the case of an occurrence of a Rate Switch Trigger Event described in paragraph (c) of the definition of Rate Switch Trigger Event, following a 60 days’ prior notice made by the Borrower to the Lender which the Borrower and the Lender agree in writing.
---	---

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

“Related Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Jurisdiction” means, in relation to a Transaction Obligor:

(a)	its Original Jurisdiction;
(b)	any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;
---	---
(c)	any jurisdiction where it/he conducts its/his business; and
---	---
(d)	the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it/him.
---	---

“Relevant Market” means the market specified as such in the Compounded Rate Terms.

“Repayment Date” means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of the Loan).

“Repayment Instalment” has the meaning given to it in Clause 6.1 (Repayment of the Loan).

“Repeating Representation” means each of the representations set out in Clause 18 (Representations) except Clause 18.10 (Insolvency), Clause 18.11 (No filing or stamp taxes) and Clause 18.12 (Deduction of Tax) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.

“Reporting Day” means the day specified as such in the Compounded Rate Terms.

“Reporting Time” means the relevant time (if any) specified as such in the Compounded Rate Terms.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Requisition” means:

​ 18

(a)	any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of the Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and
(b)	any capture or seizure of the Ship (including any hijacking or theft) by any person whatsoever.
---	---

“Requisition Compensation” includes all compensation or other moneys payable to the Borrower by reason of any Requisition or any arrest or detention of the Ship in the exercise or purported exercise of any lien or claim.

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“RFR” means the rate specified as such in the Compounded Rate Terms.

“RFR Banking Day” means any day specified as such in the Compounded Rate Terms.

“Russian Oil Price Cap Measures” means the Russian oil price cap restrictions and requirements imposed by law or regulation of the United Kingdom, the Council of the European Union and the United States of America and any other similar restrictions on the supply or delivery or maritime transportation of Russian Oil Products applicable to the Borrower and any other Transaction Obligor.

“Russian Oil Products” means oil and oil products falling within commodity codes 2709 or 2710 which originate in or are consigned from Russia.

“Safety Management Certificate” has the meaning given to it in the ISM Code.

“Safety Management System” has the meaning given to it in the ISM Code.

“Sanctions” means any applicable 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):

(a)	imposed by law or regulation of Greece, 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 the Borrower or any other Transaction Obligor or any Affiliate or any of them is legally bound to comply with the foregoing; or
(b)	otherwise imposed by any law or regulation by which any Transaction Obligor or any Affiliate or any of them is bound or, as regards a regulation, compliance with which is reasonable in the ordinary course of business of the Borrower or any other Transaction Obligor or any Affiliate of any of them; or
---	---
(c)	otherwise imposed by the respective governmental institutions and agencies of any of the foregoing, including without limitation, OFAC, HMT, the Council of the European Union, the United Nations or its Security Council (together, the “Sanctions Authorities”).
---	---

​ 19

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the “Consolidated List of Financial Sanctions Targets and Investment Ban List” issued by HMT, the Consolidated list of persons, groups and entities subject to European Union financial sanctions and the United Nations, or any similar list issued or maintained or made public by any of the Sanctions Authorities as applicable.

“Secured Liabilities” means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to the Lender under or in connection with each Finance Document.

“Security” means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

“Security Assets” means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“ Security Cover Ratio ” means at any relevant time:

(a)	the Market Value of the Ship; plus
(b)	the net realisable value of any additional Security provided under Clause 24 (Security Cover) expressed as a percentage of (i) the Loan and (ii) any Hedging Close-Out Liabilities.
---	---

“Security Document” means:

(a)	any Mortgage;
(b)	any General Assignment;
---	---
(c)	any Charterparty Assignment;
---	---
(d)	any Account Security;
---	---
(e)	any Manager’s Undertaking;
---	---
(f)	any Hedging Agreement Security;
---	---
(g)	any Assignment of Insurances;
---	---
(h)	any Subordinated Debt Security;
---	---
(i)	any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or
---	---
(j)	any other document designated as such by the Lender and the Borrower.
---	---

“Security Period” means the period starting on the date of this Agreement and ending on the date on which the Lender is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

“Security Property” means:

​ 20

(a)	the Transaction Security expressed to be granted in favour of the Lender and all proceeds of that Transaction Security;
(b)	all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the Lender and secured by the Transaction Security together with all representations and warranties expressed to be given by a Transaction Obligor or any other person in favour of the Lender; and
---	---
(c)	the Lender’s interest in any turnover trust created under the Finance Documents,
---	---

“Selection Notice” means a notice substantially in the form set out in Part B (Selection Notice) of Schedule 3 (Requests) given in accordance with Clause 10 (Interest Periods).

“Seller” means, Viking Star Maritime LLC a corporation incorporated and validly existing in the Republic of the Marshall Islands with registered address Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

“Ship” means the 157,993 DWT suezmax vessel with hull no. 5103 (to be named “NISSOS SERIFOPOULA”) which is currently being constructed by the Builder for, and to be purchased by the Seller pursuant to the Shipbuilding Contract and to be sold on a back-to-back basis to the Borrower pursuant to the MOA on the Delivery Date and registered in its ownership under an Approved Flag, details of which are set out opposite its name in Schedule 4 (Details of the Ship).

“Shipbuilding Contract” means, the shipbuilding contract dated 18 September 2023 (as the same may from time to time be further amended and/or supplemented) in respect of the construction of the Ship and made between (a) the Seller as buyer and (b) the Builder as builder.

“Specified Time” means a day or time determined in accordance with Schedule 5 (Timetables).

“Statement of Compliance” means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

“Subordinated Creditor” means:

(a)	a Transaction Obligor; or
(b)	any other person who becomes a Subordinated Creditor in accordance with this Agreement.
---	---

“Subordinated Debt Security” means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Lender in an agreed form.

“Subordinated Finance Document” means:

(a)	a Subordinated Loan Agreement; and
(b)	any other document relating to or evidencing Subordinated Liabilities.
---	---

“Subordinated Liabilities” means all indebtedness owed or expressed to be owed by the Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

​ 21

“Subordinated Loan Agreement” means a loan agreement made or to be made between (i) the Borrower and (ii) a Subordinated Creditor.

“Subordination Agreement” means a subordination agreement entered into or to be entered into by each Subordinated Creditor and the Lender in agreed form.

“Subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Credit” has the meaning given to it in Clause 13.1 (Definitions).

“Tax Deduction” has the meaning given to it in Clause 13.1 (Definitions).

“Tax Payment” has the meaning given to it in Clause 13.1 (Definitions).

“Technical Management Agreement” means the agreement entered into between the Borrower and the Approved Technical Manager regarding the technical management of the Ship.

“Term Rate Loan” means the Loan, part of the Loan, or if applicable, Unpaid Sum which is not a Compounded Rate Loan.

“Term Reference Rate” means, in relation to a Term Rate Loan:

(a)	the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of that Term Rate Loan;
(b)	as otherwise determined pursuant to Clause 11.1 (Unavailability of Term SOFR before Rate Switch Date),
---	---

and if, in either case, that rate is less than zero, the Term Reference Rate shall be deemed to be zero.

“Term SOFR” means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

“Termination Date” means the date falling on the earlier of: (i) the eighth anniversary of the Utilisation Date and (ii) 31 March 2034;

“Third Parties Act” has the meaning given to it in Clause 1.5 (Third party rights).

“Total Loss” means:

(a)	actual, constructive, compromised, agreed or arranged total loss of the Ship; or
(b)	any Requisition of the Ship unless the Ship is returned to the full control of the Borrower within 45 days of such Requisition.
---	---

​ 22

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

(a)	in the case of an actual loss of the Ship, the date on which it occurred or, if that is unknown, the date when the Ship was last heard of;
(b)	in the case of a constructive, compromised, agreed or arranged total loss of the Ship, the earlier of:
---	---
(i)	the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and
---	---
(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with the Ship’s insurers in which the insurers agree to treat the Ship as a total loss;
---	---
(c)	in the case of a Requisition, the date on which that Requisition occurs; and
---	---
(d)	in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Lender that the event constituting the total loss occurred.
---	---

“Transaction Document” means:

(a)	a Finance Document;
(b)	the MOA;
---	---
(c)	any Subordinated Finance Document;
---	---
(d)	any Charter; or
---	---
(e)	any other document designated as such by the Lender and the Borrower.
---	---

“Transaction Obligor” means an Obligor, any Approved Manager or any other member of the Group who executes a Transaction Document.

“Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

“UK Bail-In Legislation” means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Establishment” means a UK establishment as defined in the Overseas Regulations.

“Unpaid Sum” means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

“US” means the United States of America.

“US Tax Obligor” means:

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

​ 23

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

“Utilisation” means the utilisation of the Facility.

“Utilisation Date” means the date on which the Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Part A (Utilisation Request) of Schedule 3 (Requests).

“VAT” means:

(a)	any value added tax imposed by the Value Added Tax Act 1994;
(b)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
---	---
(c)	any other tax of a similar nature, whether imposed a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) above, or imposed elsewhere.
---	---

“Write-down and Conversion Powers” means:

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

​ 24

1.2	Construction
(a)	Unless a contrary indication appears, a reference in this Agreement to:
---	---
(i)	any “Account Bank”, the “Lender”, any “Obligor”, any “Party”, any “Transaction Obligor” or any other person shall be construed so as to include its successors in title and permitted assigns;
---	---
(ii)	“assets” includes present and future properties, revenues and rights of every description;
---	---
(iii)	a liability which is “contingent” means a liability which is not certain to arise and/or the amount of which remains unascertained;
---	---
(iv)	“document” includes a deed and also a letter, fax, email or telex;
---	---
(v)	“expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;
---	---
(vi)	a “Finance Document”, a “Security Document” or “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, replaced, novated, supplemented, extended or restated;
---	---
(vii)	“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
---	---
(viii)	“law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;
---	---
(ix)	“proceedings” means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;
---	---
(x)	a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);
---	---
(xi)	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;
---	---
(xii)	a reference to the “Ship”, its name, its flag and, if applicable, its port of registry shall include any replacement name, flag and, if applicable, replacement port of registry, in each case, as may be approved in writing from time to time by the Lender;
---	---
(xiii)	a provision of law is a reference to that provision as amended or re-enacted from time to time;
---	---
(xiv)	a time of day is a reference to London time;
---	---

​ 25

(xv)	any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;
(xvi)	words denoting the singular number shall include the plural and vice versa; and
---	---
(xvii)	“including” and “in particular” (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.
---	---
(b)	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.
---	---
(c)	Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.
---	---
(d)	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.
---	---
(e)	A reference in this Agreement to a page or screen of an information service displaying a rate shall include:
---	---
(i)	any replacement page of that information service which displays that rate; and
---	---
(ii)	the appropriate page of such other information service which displays that rate from time to time in place of that information service,
---	---

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Lender after consultation with the Borrower.

(f)	Any Compounded Rate Supplement overrides anything in:
(i)	Schedule 7 (Compounded Rate Terms); or
---	---
(ii)	any earlier Compounded Rate Supplement;
---	---
(g)	A Compounding Methodology Supplement relating to the Cumulative Compounded RFR Rate overrides anything relating to that rate in:
---	---
(i)	Schedule 8 (Cumulative Compounded RFR Rate), as the case may be or;
---	---
(ii)	any earlier Compounding Methodology Supplement.
---	---
(h)	A Potential 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.
---	---
1.3	Construction of insurance terms
---	---

In this Agreement:

“approved” means, for the purposes of Clause 22 (Insurance Undertakings), approved in writing by the Lender.

​ 26

“excess risks” means, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of the Ship in consequence of its insured value being less than the value at which the Ship is assessed for the purpose of such claims.

“obligatory insurances” means all insurances effected, or which the Borrower is obliged to effect, under Clause 22 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.

“policy” includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association, being a member of the International Group of Protection and Indemnity Associations, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

“war risks” includes the risk of mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 of the International Hull Clauses (1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute Time Clauses (Hulls) (1/10/83) or any equivalent provision.

1.4	Agreed forms of Finance Documents

References in Clause 1.1 (Definitions) to any Finance Document being in “agreed form” are to that Finance Document:

(a)	in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Lender); or
(b)	in any other form agreed in writing between the Borrower and the Lender.
---	---
1.5	Third party rights
---	---
(a)	Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.
---	---
(b)	Subject to paragraph (c) below but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.
---	---
(c)	Any Affiliate, Receiver or Delegate or any other person described in paragraph (d) of Clause 15.2 (Other indemnities) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.
---	---

​ 27

Section 2

The Facility

2	The Facility
2.1	The Facility
---	---

Subject to the terms of this Agreement, the Lender makes available to the Borrower a senior secured dollar term loan facility in a single advance in an amount not exceeding the Commitment.

2.2	Borrower’s Agent
(a)	The Borrower by its execution of this Agreement irrevocably appoints the Corporate Guarantor to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:
---	---
(i)	the Corporate Guarantor on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender and to give all notices and instructions (including Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by the Borrower notwithstanding that they may affect the Borrower, without further reference to or the consent of the Borrower; and
---	---
(ii)	the Lender to give any notice, demand or other communication to the Borrower pursuant to the Finance Documents to the Corporate Guarantor,
---	---

and in each case the Borrower shall be bound as though the Borrower itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)	Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Corporate Guarantor or given to the Corporate Guarantor under any Finance Document on behalf of the Borrower or in connection with any Finance Document (whether or not known to the Borrower) shall be binding for all purposes on the Borrower as if the Borrower had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Corporate Guarantor and the Borrower, those of the Corporate Guarantor shall prevail.
3	Purpose
---	---
3.1	Purpose
---	---

The Borrower shall apply all amounts borrowed by it under the Facility only for the purposes stated in the preamble (Background) to this Agreement.

3.2	Monitoring

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

​ 28

4	Conditions of Utilisation
4.1	Initial conditions precedent
---	---

The Borrower may not deliver the Utilisation Request unless the Lender has received all of the documents and other evidence listed in Part A (Conditions precedent to Utilisation Request) of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.

4.2	Conditions precedent to prepositioning of funds

The Lender will only be obliged to comply with Clause 5.6 (Payment to the Borrower and prepositioning of funds) if:

(a)	on the date of the Utilisation Request and on the proposed Utilisation Date and before the Loan is made available:
(i)	no Default has occurred or would result from the proposed Loan;
---	---
(ii)	the Repeating Representations to be made by each Transaction Obligor are true;
---	---
(iii)	there has been no material adverse change in the assets, business or financial condition of any Obligor; and
---	---
(b)	the Lender has received on or before the Utilisation Date, or is satisfied that it will receive when the Loan is released to the Seller in accordance with Clause (Payment to the Borrower and prepositioning of funds), all of the documents and other evidence listed in Part B (Conditions precedent to Utilisation) of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.
---	---
4.3	Conditions precedent to release of prepositioned funds
---	---

The Lender will only be obliged to comply with Clause 5.7 (Release of prepositioned funds) and release the Loan to the Seller’s bank on the Delivery Date if:

(a)	on the Delivery Date and before the Loan is released:
(i)	no Default has occurred or would result from the proposed Loan;
---	---
(ii)	the Repeating Representations to be made by each Transaction Obligor are true;
---	---
(iii)	there has been no material adverse change in the assets, business or financial condition of the Borrower and the Corporate Guarantor; and
---	---
(b)	on the Delivery Date, the Lender has received or is satisfied it will receive when the Loan is released, all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent) as they relate to the Loan, in form and substance satisfactory to the Lender.
---	---
4.4	Notification of satisfaction of conditions precedent
---	---

The Lender shall notify the Borrower promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent), Clause 4.2 (Conditions precedent to prepositioning of funds) and Clause 4.3 (Conditions precedent to release of prepositioned funds).

​ 29

4.5	Waiver of conditions precedent

If the Lender, at its discretion, permits the Loan to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent), Clause 4.2 (Conditions precedent to prepositioning of funds) and Clause 4.3 (Conditions precedent to release of prepositioned funds) has been satisfied, the Borrower shall ensure that that condition is satisfied within five Business Days after the Utilisation Date or such later date as the Lender may agree in writing with the Borrower.

​ 30

Section 3

Utilisation

5	Utilisation
5.1	Delivery of a Utilisation Request
---	---
(a)	The Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request not later than the Specified Time.
---	---
(b)	The Borrower may deliver one Utilisation Request only under the Facility.
---	---
5.2	Completion of a Utilisation Request
---	---
(a)	The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
---	---
(i)	the proposed Utilisation Date is a Business Day within the Availability Period;
---	---
(ii)	the currency and amount of the Loan comply with Clause 5.3 (Currency and amount); and
---	---
(iii)	the proposed Interest Period complies with Clause 10 (Interest Periods).
---	---
(b)	Only one Utilisation may be requested in a Utilisation Request.
---	---
5.3	Currency and amount
---	---
(a)	The currency specified in a Utilisation Request must be dollars.
---	---
(b)	The amount of the proposed Loan must be an amount which is the lesser of (i) $45,000,000, (ii) 46,5 per cent. of the Acquisition Cost of the Ship and (ii) 52 per cent. of the Initial Market Value of the Ship.
---	---
5.4	Loan
---	---

If the conditions set out in this Agreement have been met, the Lender shall make the Loan available by the Utilisation Date through its Facility Office.

5.5	Cancellation of Commitment

On the earlier of the Utilisation Date and the last day of the Availability Period any Commitment which is then unutilised shall then be cancelled.

5.6	Payment to the Borrower and prepositioning of funds
(a)	The Borrower has agreed with the Seller pursuant to the terms of the MOA part of the balance funds relating to the acquisition of the Ship following its delivery, should be remitted directly to the Builder.
---	---
(b)	The Lender shall, on the Utilisation Date, at the request of the Borrower, on terms acceptable to the Lender in its absolute discretion and subject to the provisions of Clause 4.2 (Conditions precedent to prepositioning of funds), pay the Loan to the Earnings Account for further
---	---

​ 31

remittance to the Builder’s bank or any other bank (the Relevant Bank) as specified by the Borrower in the Utilisation Request on terms that:

(i)	the amount remitted shall be held in suspense in the Builder’s account of the Relevant Bank to the order of the Lender and shall only be released pursuant to the conditions set out in the MT199 conditional payment agreed between the Lender, the Builder, the Borrower and the Relevant Bank;
(ii)	such amount will only be released to the Builder upon the receipt of (a) the protocol of delivery and acceptance duly signed by (i) the Seller and (ii) the Builder under the Shipbuilding Contract, (b) the protocol of delivery and acceptance duly signed by (i) the Seller and (ii) the Borrower under the MOA and (c) the Lender’s release instructions in the form agreed pursuant to the terms of the MT199 irrevocable swift instructions;
---	---
(iii)	in the event that none of the said amount so remitted is released in accordance with the Lender’s instructions or any part thereof is not so released, the money held by the Relevant Bank, upon the Lender’s notice to the Relevant Bank, is returned to the account specified in the Lender’s remittance instructions within one Business Day after receipt by the Relevant Bank of such notice (or such other period as the Lender may specify in tis remittance instructions) and shall be applied towards prepayment of the Loan and payment of any other amounts due under the Finance Documents;
---	---
(iv)	such prepositioning shall constitute the making of the Loan and the Borrower shall at that time become indebted, as principal and direct obligor, to the Lender in an amount equal to the Loan;
---	---
(v)	the date on which the Loan is prepositioned shall constitute the Utilisation Date; and
---	---
(vi)	the Borrower:
---	---
(A)	agrees to pay interest on the amount of the funds so prepositioned at the rate described in Clause 9.1 (Calculation of interest – Term Rate Loans) and 9.2 (Calculation of interest – Compounded Rate Loans) on the basis of successive interest periods of one day and so that interest shall be paid together with the first payment of interest on the Loan after the Utilisation Date or, if the Utilisation Date does not occur, within three Business Days of demand by the Lender; and
---	---
(B)	shall, without duplication, indemnify the Lender against any costs, loss or liability it may incur in connection with such arrangement.
---	---
5.7	Release of prepositioned funds
---	---

The Lender shall, on the Delivery Date, instruct the Relevant Bank to release the amount of the Loan to the Builder, subject to the provisions of Clause 4.3 (Conditions precedent to release of prepositioned funds) and Clause 4.5 (Waiver of conditions precedent).

​ 32

Section 4

Repayment, Prepayment and Cancellation

6	Repayment
6.1	Repayment of the Loan
---	---
(a)	The Borrower shall repay the Loan by:
---	---
(i)	32 equal consecutive quarterly instalments, in the amount of $525,000 each (each a “Repayment Instalment” and collectively, the “Repayment Instalments”); and
---	---
(ii)	a balloon instalment in the amount of $28,200,000 (the “Balloon Instalment”).
---	---
(b)	The first Repayment Instalment shall be repaid on the date falling three Months after the Utilisation Date, each subsequent Repayment Instalment shall be repaid at three monthly intervals thereafter and the last Repayment Instalment together with the Balloon Instalment, shall be payable on the Termination Date.
---	---
6.2	Reduction of Repayment Instalments and Balloon Amount
---	---

If any part of the Facility is cancelled, the Repayment Instalments and the Balloon Instalment falling after that cancellation shall be reduced pro rata by the amount cancelled.

6.3	Termination Date

On the Termination Date, the Borrower shall additionally pay to the Lender all other sums then accrued and owing under the Finance Documents.

6.4	Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

7	Prepayment and Cancellation
7.1	Illegality
---	---
(a)	If it becomes unlawful in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain all or any part of the Loan, or it becomes unlawful for any Affiliate of the Lender for the Lender to do so, or
---	---
(b)	the Lender shall promptly notify the Borrower upon becoming aware of that event and the Commitment will be immediately cancelled; and
---	---
(c)	the Borrower shall prepay the Loan on the last day of the Interest Period for the Loan occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law) and the Commitment shall be cancelled.
---	---

​ 33

7.2	Voluntary and automatic cancellation
(a)	The Borrower may, if it gives the Lender not less than ten Business Days’ (or such shorter period as the Lender may agree) prior written notice, cancel the whole or any part (being a minimum amount of $500,000) of the Commitment.
---	---
(b)	The unutilised Commitment (if any) shall be automatically cancelled at close of business on the Utilisation Date.
---	---
7.3	Voluntary prepayment of Loan
---	---

The Borrower may, if it gives the Lender not less than ten Business Days’ (or such shorter period as the Lender may agree) prior written notice, prepay the whole or any part (being a minimum amount of $500,000) of the Loan.

7.4	Mandatory prepayment on sale or Total Loss
(a)	If the Ship is sold (without prejudice to paragraphs (a) and (b) of Clause 21.12 (Disposals)) or becomes a Total Loss, the Borrower shall prepay the Loan together with accrued interest and all other amounts accrued under the Finance Documents. Such repayment shall be made:
---	---
(i)	in the case of a sale of the Ship, on the date on which the sale is completed by delivery of the Ship to the buyer; and
---	---
(ii)	in the case of a Total Loss, on the earlier of:
---	---
(A)	the date falling 90 days after the Total Loss Date; and
---	---
(B)	the date of receipt by the Lender of the proceeds of insurance relating to such Total Loss.
---	---
7.5	Restrictions
---	---
(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 (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.
---	---
(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreement in connection with that prepayment and, subject to any Break Costs on a Repayment Date or Interest Payment Date, without premium or penalty.
---	---
(c)	Any partial prepayment shall reduce in a manner selected by the Borrower the amount of each Repayment Instalment and/or the Balloon Instalment falling under after that repayment by an amount prepaid.
---	---
(d)	The Borrower may not reborrow any part of the Facility which is prepaid or cancelled.
---	---
(e)	The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.
---	---
(f)	No amount of the Commitment cancelled under this Agreement may be subsequently reinstated.
---	---

​ 34

Section 5

Costs of Utilisation

8	Rate Switch
8.1	Switch to Compounded Reference Rate
---	---

Subject to Clause 8.2 (Delayed switch for existing Term Rate Loans), on and from the Rate Switch Date:

(a)	use of the Compounded Reference Rate will replace the use of the Term Reference Rate for the calculation of interest for the Loan only once during the Security Period; and
(b)	the Loan or Unpaid Sum shall be a “Compounded Rate Loan” and Clause 9.2 (Calculation of interest – Compounded Rate Loans) shall apply to the Loan or Unpaid Sum.
---	---
8.2	Delayed switch for existing Term Rate Loans
---	---

If the Rate Switch Date falls before the last day of an Interest Period for a Term Rate Loan:

(a)	the Loan, relevant part of the Loan or Unpaid Sum (as applicable) shall continue to be a Term Rate Loan for that Interest Period and Clause 9.1 (Calculation of interest – Term Rate Loans) shall continue to apply to the Loan, relevant part of the Loan or Unpaid Sum (as applicable) for that Interest Period;
(b)	any provision of this Agreement which is expressed to relate solely to a Compounded Rate Loan shall not apply in relation to the Loan, relevant part of the Loan or Unpaid Sum (as applicable) for that Interest Period; and
---	---
(c)	on and from the first day of the next Interest Period (if any) for the Loan, relevant part of the Loan or Unpaid Sum (as applicable):
---	---
(i)	the Loan or Unpaid Sum (as applicable) shall be a “Compounded Rate Loan”; and
---	---
(ii)	Clause 9.2 (Calculation of interest – Compounded Rate Loans) shall apply to it.
---	---
8.3	Notifications by the Lender
---	---
(a)	Following the occurrence of a Rate Switch Trigger Event, the Lender shall:
---	---
(i)	promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Borrower of that occurrence; and
---	---
(ii)	promptly upon becoming aware of the date of the Rate Switch Trigger Event Date applicable to that Rate Switch Trigger Event, notify the Borrower of that date.
---	---
(b)	The Lender shall, promptly upon becoming aware of the occurrence of the Rate Switch Date, notify the Borrower of that occurrence.
---	---

​ 35

9	Interest
9.1	Calculation of interest – Term Rate Loans
---	---

The rate of interest on a Term Rate Loan for an Interest Period is the percentage rate per annum which is the aggregate of:

(a)	the Margin; and
(b)	the Term Reference Rate.
---	---
9.2	Calculation of interest – Compounded Rate Loans
---	---

The rate of interest on a Compounded Rate Loan for an Interest Period is the percentage rate per annum which is the aggregate of:

(a)	the Margin; and
(b)	the Compounded Reference Rate.
---	---
9.3	Payment of interest
---	---
(a)	In respect of a Term Rate Loan, the Borrower shall pay accrued interest on the Loan or any part of the Loan on the earlier of (i) the last day of each Interest Period and (ii) the next Repayment Date; and
---	---
(b)	In respect of a Compounded Rate Loan, the Borrower shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period,
---	---

(each an “Interest Payment Date”).

9.4	Default interest
(a)	If a Transaction Obligor fails to pay any amount payable by it/him under a Finance Document (other than a Hedging Agreement) on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2.00 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Lender. Any interest accruing under this Clause 9.4 (Default interest) shall be immediately payable by the Obligors on demand by the Lender.
---	---
(b)	If an Unpaid Sum consists of all or part of a Term Rate Loan which became due on a day which was not the last day of an Interest Period relating to that Term Rate Loan:
---	---
(i)	the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and
---	---
(ii)	the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2.00 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.
---	---

​ 36

(c)	Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.
9.5	Notifications
---	---
(a)	The Lender shall promptly notify the Borrower of the determination of a rate of interest under this Agreement.
---	---
(b)	The Lender shall promptly notify the Borrower of each Funding Rate relating to the Loan or any part of the Loan.
---	---
9.6	Cash Collateral
---	---
(a)	The Lender and the Borrower agree that the Borrower shall, at all times during the Security Period, have the option to pledge in the Cash Collateral Account, prior to the beginning of an Interest Period, additional cash deposits (the “Cash Collateral”) which shall remain blocked therein for a period at least equal to the current Interest Period for the purpose of reducing the Margin in respect of the equivalent amount of the Loan and such amount may only be withdrawn pursuant to paragraph (d) below.
---	---
(b)	The Cash Collateral shall be placed at any time, on and from the date of this Agreement and until the Lender notifies the Borrower otherwise, in a Cash Collateral Account which is a time deposit and which shall bear interest at a rate equal to the Term Reference Rate.
---	---
(c)	The reduced Margin shall:
---	---
(i)	apply to that part of the Loan, which is equal to the Cash Collateral standing to the credit of a Cash Collateral Account at such time; and
---	---
(ii)	take effect on the first day of the next Interest Period.
---	---
(d)	The Cash Collateral (or any part thereof) may not be withdrawn from the Cash Collateral Account other than at the Borrower’s request on the last day of an Interest Period provided always that:
---	---
(i)	no Event of Default has occurred which is continuing or would occur as a result of any such withdrawal;
---	---
(ii)	the Borrower shall have given the Lender notice not later than two Business Days before the beginning of the following Interest Period, of their intention to withdraw in whole or in part the relevant Cash Collateral; and
---	---
(iii)	after such withdrawal, the aggregate amount of the Cash Collateral shall comply with the provisions of paragraphs (a) and (b) above.
---	---
9.7	Hedging
---	---
(a)	On or after the Utilisation Date, the Borrower may enter into a Hedging Agreement and shall after that date maintain such Hedging Agreement in accordance with this Clause 9.7 (Hedging).
---	---
(b)	The aggregate notional amount of the transactions in respect of the Hedging Agreement shall be at least 100 per cent. of the aggregate amount of the Loan.
---	---

​ 37

(c)	The Hedging Agreement shall:
(i)	be with the Lender;
---	---
(ii)	be for a term ending not later than the Termination Date;
---	---
(iii)	have settlement dates coinciding with the Interest Payment Dates;
---	---
(iv)	be based on a 2002 ISDA Master Agreement and otherwise in form and substance satisfactory to the Lender;
---	---
(v)	provide that the Termination Currency (as defined in the Hedging Agreement) shall be dollars.
---	---
(d)	The rights of the Borrower under the Hedging Agreement shall be charged or assigned by way of security under the Hedging Agreement Security.
---	---
(e)	If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreement exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed 100 per cent. of the Loan at that time, the Borrower must, at the request of the Lender, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Lender so that it no longer exceeds or will not exceed 100 per cent. of the Loan then or that will be outstanding.
---	---
(f)	Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreement in accordance with paragraph (e) above will be apportioned as between those transactions pro rata.
---	---
(g)	Paragraph (e) above shall not apply to any transactions in respect of the Hedging Agreement under which the Borrower does not have any actual or contingent indebtedness.
---	---
10	Interest Periods
---	---
10.1	Selection of Interest Periods
---	---
(a)	The Borrower may select the Interest Period for the Loan in the Utilisation Request. Subject to paragraph (f) below and Clause 10.2 (Changes to Interest Periods), the Borrower may select each subsequent Interest Period in respect of the Loan in a Selection Notice.
---	---
(b)	Each Selection Notice is irrevocable and must be delivered to the Lender by the Borrower not later than the Specified Time.
---	---
(c)	If the Borrower fails to select an Interest Period in the Utilisation Request or fails to deliver a Selection Notice to the Lender in accordance with paragraphs (a) and (b) above, the relevant Interest Period will, subject to paragraph (f) below and Clause 10.2 (Changes to Interest Periods), be 3 Months (or any other period shorter than 3 Months at the Lender’s option).
---	---
(d)	Subject to this Clause 10 (Interest Periods), the Borrower may select an Interest Period of one (1) or three (3) Months or any other period selected by the Borrower and accepted by the Lender.
---	---
(e)	An Interest Period in respect of the Loan or any part of the Loan shall not extend beyond the Termination Date.
---	---

​ 38

(f)	In respect of a Repayment Instalment, the Borrower may request in the relevant Selection Notice that an Interest Period for a part of the Loan equal to such Repayment Instalment shall end on the Repayment Date relating to it and, subject to paragraph (d) above, select a longer Interest Period for the remaining part of the Loan.
(g)	The first Interest Period for the Loan shall start on the Utilisation Date and, subject to paragraph (h) below, each subsequent Interest Period shall start on the last day of its preceding Interest Period.
---	---
(h)	Except for the purposes of paragraph (f) above and Clause 10.2 (Changes to Interest Periods), the Loan shall have one Interest Period only at any time.
---	---
10.2	Changes to Interest Periods
---	---
(a)	In respect of a Repayment Instalment, prior to determining the interest rate for the Loan, the Lender may establish an Interest Period for a part of the Loan equal to such Repayment Instalment to end on the Repayment Date relating to it and the remaining part of the Loan shall have the Interest Period selected in the relevant Selection Notice, subject to paragraph (d) of Clause 10.1 (Selection of Interest Periods).
---	---
(b)	If the Lender makes any change to an Interest Period referred to in this Clause 10.2 (Changes to Interest Periods), it shall promptly notify the Borrower.
---	---
10.3	Non-Business Days
---	---
(a)	If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
---	---
(b)	In respect of any Compounded Rate Loan, if there are rules specified as “Business Day Conventions” in the Compounded Rate Terms those rules shall apply to each Interest Period for that Compounded Rate Loan.
---	---
11	Changes to the Calculation of Interest
---	---
11.1	Unavailability of Term SOFR before Rate Switch Date
---	---
(a)	Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Term Reference Rate shall be the Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.
---	---
(b)	Historic Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Term SOFR, the applicable Term Reference Rate shall be the Historic Term SOFR for the Loan or that part of the Loan.
---	---
(c)	Interpolated Historic Term SOFR: If paragraph (b) above applies but no Historic Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Term Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.
---	---
(d)	If paragraph (a) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, there shall be no Term Reference Rate for the Loan or that part of the Loan (as
---	---

​ 39

applicable) and Clause 11.4 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.

11.2	Interest calculation if no RFR

If:

(a)	there is no RFR for an RFR Banking Day during an Interest Period for the Loan or any part of the Loan for the purposes of calculating the Cumulative Compounded RFR Rate for that Interest Period; and
(b)	“Cost of funds will apply as a fallback” is specified in the Compounded Rate Terms,
---	---

Clause 11.4 (Cost of funds) shall apply to that Compounded Rate Loan for that Interest Period.

11.3	Market disruption
(a)	In the case of a Term Rate Loan, if before close of business in Athens on the Quotation Day for the relevant Interest Period the Lender notifies the Borrower that is cost of funds relating to the Loan or the relevant part of the Loan would be in excess of the Term Reference Rate then Clause 11.4 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.
---	---
(b)	In the case of a Compounded Rate Loan, if:
---	---
(i)	a Compounded Market Disruption Rate is specified in the Compounded Rate Terms; and
---	---
(ii)	before the Reporting Time for the Loan or any part of the Loan the Lender notified the Borrower that its cost of funds relating to the Loan or that part of the Loan would be in excess of that Compounded Market Disruption Rate,
---	---

then Clause 11.4 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

11.4	Cost of funds
(a)	If this Clause 11.4 (Cost of funds) applies to the Loan or any part of the Loan for an Interest Period, neither Clause 9.1 (Calculation of interest – Term Rate Loans) nor Clause 9.2 (Calculation of interest – Compounded Rate Loans) shall apply to the Loan or that part of the Loan for that Interest Period and, the rate of interest on the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:
---	---
(i)	the Margin; and
---	---
(ii)	the rate notified by the Lender to the Borrower as soon as practicable and, in any event:
---	---
(A)	in relation to a Term Rate Loan, before the date on which interest is due to be paid in respect of that Interest Period; or
---	---

​ 40

(B)	in relation to a Compounded Rate Loan, by the Reporting Time for that Compounded Rate Loan,

to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in the Loan or that part of the Loan.

(b)	If this Clause 11.4 (Cost of funds) applies 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 or (as the case may be) an alternative basis for funding.
(c)	Subject to Clause 40.1 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, be binding on all Parties.
---	---
(d)	If this Clause 11.4 (Cost of funds) applies, the Lender shall, as soon as practicable, notify the Borrower.
---	---
11.5	Break Costs
---	---

The Borrower shall, on demand by the Lender, pay to the Lender its Break Costs attributable to all or any part of the Loan or an Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.

12	Fees
12.1	Upfront fee
---	---

The Borrower shall pay to the Lender on the Utilisation Date an upfront fee in an amount equal to 0.50 per cent. of the Loan being utilised.

​ 41

Section 6

Additional Payment Obligations

13	Tax Gross Up and Indemnities
13.1	Definitions
---	---
(a)	In this Agreement:
---	---

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

“Tax Payment” means either the increase in a payment made by an Obligor to the Lender under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

(b)	Unless a contrary indication appears, in this Clause 13 (Tax Gross Up and Indemnities) reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.
(c)	This Clause 13 (Tax Gross Up and Indemnities) shall not apply to the Hedging Agreement.
---	---
13.2	Tax gross-up
---	---
(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
---	---
(b)	The Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrower and that Obligor on becoming so aware in respect of a payment payable to the Lender.
---	---
(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
---	---
(d)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
---	---
(e)	Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor 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.
---	---
13.3	Tax indemnity
---	---
(a)	The Obligors shall (within three 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
---	---

​ 42

(directly or indirectly) suffered for or on account of Tax by the Lender in respect of a Finance Document.

(b)	Paragraph (a) above shall not apply:
(i)	with respect to any Tax assessed on the Lender:
---	---
(A)	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
---	---
(B)	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,
---	---

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender; or

(ii)	to the extent a loss, liability or cost:
(A)	is compensated for by an increased payment under Clause 13.2 (Tax gross-up); or
---	---
(B)	relates to a FATCA Deduction required to be made by a Party.
---	---
(c)	The Lender shall, if making, or intending to make, a claim under paragraph (a) above, promptly notify the Obligors of the event which will give, or has given, rise to the claim.
---	---
13.4	Tax Credit
---	---

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

(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and
(b)	the Lender has obtained and utilised that Tax Credit,
---	---

the Lender shall pay an amount to the Obligor which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

13.5	Stamp taxes

The Obligors shall pay and, within three Business Days of demand, indemnify the Lender against any cost, loss or liability which the Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

13.6	VAT
(a)	All amounts expressed to be payable under a Finance Document by any Party to the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by the Lender to any Party under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, that
---	---

​ 43

(i)	any law or regulation;
(ii)	any fiduciary duty; or
---	---
(iii)	any duty of confidentiality.
---	---
(d)	If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (iii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.
---	---
13.8	FATCA Deduction
---	---
(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
---	---
(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.
---	---
14	Increased Costs
---	---
14.1	Increased costs
---	---
(a)	Subject to Clause 14.3 (Exceptions), the Borrower shall, within three Business Days of a demand by the Lender, pay for the account of the Lender the amount of any Increased Costs incurred by the Lender or any of its Affiliates as a result of:
---	---
(i)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
---	---
(ii)	compliance with any law or regulation made,
---	---

in each case after the date of this Agreement; or

(iii)	the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.
(b)	In this Agreement:
---	---
(i)	“Basel III” means:
---	---
(A)	the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
---	---

​ 45

(B)	the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(C)	any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.
---	---
(ii)	“CRD IV” means:
---	---
(A)	Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as amended by, amongst others, Regulation (EU) 2019/876;
---	---
(B)	Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended by, amongst others, Directive (EU) 2019/878; and
---	---
(C)	any other law or regulation which implements Basel III.
---	---
(iii)	“Increased Costs” means:
---	---
(A)	a reduction in the rate of return from the Facility or on the Lender’s (or its Affiliate’s) overall capital;
---	---
(B)	an additional or increased cost; or
---	---
(C)	a reduction of any amount due and payable under any Finance Document,
---	---

which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the Lender having entered into the Commitment or funding or performing its obligations under any Finance Document.

14.2	Increased cost claims

If the Lender intends to make a claim pursuant to Clause 14.1 (Increased costs) it shall promptly notify the Borrower.

14.3	Exceptions

Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a)	attributable to a Tax Deduction required by law to be made by an Obligor;
(b)	attributable to a FATCA Deduction required to be made by a Party;
---	---
(c)	compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied);
---	---

​ 46

(d)	compensated for by any payment made pursuant to Clause 15.3 (Mandatory Cost); or
(e)	attributable to the wilful breach by the Lender or its Affiliates of any law or regulation.
---	---
15	Other Indemnities
---	---
15.1	Currency indemnity
---	---
(a)	If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:
---	---
(i)	making or filing a claim or proof against that Obligor; or
---	---
(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
---	---

that Obligor shall, as an independent obligation, on demand, indemnify the Lender against any documented cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)	Each Obligor 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.
(c)	This Clause 15.1 (Currency indemnity) does not apply to any sum due to the Lender under the Hedging Agreement.
---	---
15.2	Other indemnities
---	---
(a)	Each Obligor shall, on demand, indemnify the Lender and any Receiver and Delegate against:
---	---
(i)	any cost, loss or liability incurred by it as a result of:
---	---
(A)	the occurrence of any Event of Default which is continuing;
---	---
(B)	a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date;
---	---
(C)	funding, or making arrangements to fund, the Loan 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
---	---
(D)	the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower; and
---	---
(ii)	any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Lender (otherwise than by reason of the Lender’s gross negligence or wilful misconduct) or, in the case of any cost, loss or
---	---

​ 47

liability pursuant to Clause 30.8 (Disruption to Payment Systems etc.) notwithstanding the Lender’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Lender in acting as Lender under the Finance Documents.

(b)	Each Obligor shall, on demand, indemnify the Lender, each Affiliate of the Lender and any Receiver and Delegate and each officer or employee of the Lender or its Affiliate or any Receiver or Delegate (as applicable) (each such person for the purposes of this Clause 15.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) 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 Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.
(c)	No Party other than the Lender or the Receiver or Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Lender or the Receiver or Delegate (as applicable) in respect of any claim it might have against the Lender or the Receiver or Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property.
---	---
(d)	Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:
---	---
(i)	arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or
---	---
(ii)	in connection with any Environmental Claim.; and
---	---
(e)	Each Obligor shall, on demand, indemnify the Lender and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
---	---
(i)	in relation to or as a result of:
---	---
(A)	any failure by the Borrower to comply with its obligations under Clause 16 (Costs and Expenses);
---	---
(B)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
---	---
(C)	the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
---	---
(D)	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;
---	---
(E)	any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it/him in the Finance Documents;
---	---

​ 48

(F)	any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents;
---	---
(ii)	which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the Lender’s or Receiver’s or Delegate’s gross negligence or wilful misconduct).
---	---
(f)	Any Affiliate or Receiver or Delegate or any officer or employee of the Lender, or of any of its Affiliates or any Receiver or Delegate (as applicable) may rely on this Clause 15.2 (Other indemnities) and the provisions of the Third Parties Act, subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
---	---
15.3	Mandatory Cost
---	---

The Borrower shall, on demand by the Lender, pay to the Lender, such amount which the Lender certifies in a notice to the Borrower to be its good faith determination of the amount necessary to compensate it for complying with:

(a)	if the Lender is lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank (or any other authority or agency which replaces all or any of its functions) in respect of loans made from that Facility Office; and
(b)	if the Lender is lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions),
---	---

which, in each case, is referable to the Loan.

16	Costs and Expenses
16.1	Transaction expenses
---	---

The Obligors shall, on demand, pay the Lender the amount of all documented costs and expenses (including legal fees) incurred by it in connection with the negotiation, preparation, printing, execution and perfection of:

(a)	this Agreement and any other documents referred to in this Agreement or in a Security Document; and
(b)	any other Finance Documents executed after the date of this Agreement.
---	---
16.2	Amendment costs
---	---

Subject to Clause 16.4 (Reference rate transition costs) if:

(a)	a Transaction Obligor requests an amendment, waiver or consent; or

​ 49

(b)	an amendment is required pursuant to Clause 29.6 (Change of currency); or
(c)	a Transaction Obligor requests, and the Lender agrees to, the release of all or any part of the Security Assets from the Transaction Security,
---	---

the Obligors shall, on demand, reimburse the Lender for the amount of all documented costs and expenses (including legal fees) incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

16.3	Enforcement and preservation costs

The Obligors shall, on demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against the Lender as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

16.4	Reference rate transition costs

The Borrower shall, on demand, reimburse the Lender for the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with:

(a)	the negotiation or entry into of any Compounded Rate Supplement or Compounding Methodology Supplement; or
(b)	any amendment, waiver or consent relating to:
---	---
(i)	the transition to the Compounded Reference Rate;
---	---
(ii)	any Compounded Rate Supplement or Compounding Methodology Supplement; or
---	---
(iii)	any change arising as a result of an amendment required under Clause 40.1 (Changes to reference rates).
---	---

​ 50

Section 7

Guarantee

17	Guarantee and Indemnity
17.1	Guarantee and indemnity
---	---

The Corporate Guarantor irrevocably and unconditionally:

(a)	guarantees to the Lender punctual performance by each Transaction Obligor other than the Corporate Guarantor of all such other Transaction Obligor’s obligations, under the Finance Documents;
(b)	undertakes with the Lender that whenever a Transaction Obligor (other than itself) does not pay any amount when due under or in connection with any Finance Document, the Corporate Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and
---	---
(c)	agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of a Transaction Obligor (other than itself) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it/him under any Finance Document on the date when it would have been due. The amount payable by the Corporate Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.
---	---
17.2	Continuing guarantee
---	---

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

17.3	Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Corporate Guarantor under this Clause 17 (Guarantee and Indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4	Waiver of defences

The obligations of the Corporate Guarantor under this Clause 17 (Guarantee and Indemnity) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to it or the Lender) including:

​ 51

(a)	any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;
(b)	the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
---	---
(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
---	---
(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;
---	---
(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
---	---
(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
---	---
(g)	any insolvency or similar proceedings.
---	---
17.5	Immediate recourse
---	---

The Corporate Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 17 (Guarantee and Indemnity). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6	Appropriations

Until all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may:

(a)	refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and the Corporate Guarantor shall not be entitled to the benefit of the same; and
(b)	hold in an interest-bearing suspense account any moneys received from the Corporate Guarantor or on account of the Corporate Guarantor’s liability under this Clause 17 (Guarantee and Indemnity).
---	---

​ 52

17.7	Deferral of Corporate Guarantor’s rights

All rights which the Corporate Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Lender under the Finance Documents and until the end of the Security Period and unless the Lender otherwise directs, the Corporate Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 (Guarantee and Indemnity):

(a)	to be indemnified by a Transaction Obligor;
(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor’s obligations under the Finance Documents;
---	---
(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by the Lender;
---	---
(d)	to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Corporate Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity);
---	---
(e)	to exercise any right of set-off against any Transaction Obligor; and/or
---	---
(f)	to claim or prove as a creditor of any Transaction Obligor in competition with the Lender.
---	---

If the Corporate Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Clause 29 (Payment Mechanics).

17.8	Additional security

This guarantee and any other Security given by the Corporate Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by the Lender or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

17.9	Applicability of provisions of Guarantee to other Security

Clauses 17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver of defences), 17.5 (Immediate recourse), 17.6 (Appropriations), 17.7 (Deferral of Corporate Guarantor’s rights) and 17.8 (Additional security) shall apply, with any necessary modifications, to any Security which the Corporate Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

​ 53

Section 8

Representations, Undertakings and Events of Default

18	Representations
18.1	General
---	---

Each Obligor makes the representations and warranties set out in this Clause 18 (Representations) to the Lender on the date of this Agreement.

18.2	Status
(a)	It is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.
---	---
(b)	It and each Transaction Obligor has the power to own its assets and carry on its business as it is being conducted.
---	---
18.3	Shares and ownership
---	---
(a)	The Borrower is authorised to issue 500 registered shares of no par value common stock, all of which shares have been issued in registered form fully paid.
---	---
(b)	The legal title to and beneficial interest in the shares in the Borrower is held by the Corporate Guarantor free of any Security (other than Permitted Security) or any other claim.
---	---
(c)	The aggregate number of shares of stock that the Corporate Guarantor is authorised to issue is 600,000,000 registered shares of capital stock with a par value of $0.001 each, of which (i) 500,000,000 registered shares of common stock, each with a par value US$0.001 per share (the “Common Shares”) and (ii) 100,000,000 registered shares of preferred stock, each with a par value of US$0.001, of which 35,433,544 Common Shares have been issued and are outstanding (without taking into account any shares held in treasury).
---	---
(d)	The legal title to and beneficial interest in the shares in the Corporate Guarantor is held by the persons disclosed to the Lender, free of any Security (other than Permitted Security) or any other claim.
---	---
(e)	None of the shares in any Obligor is subject to any option to purchase, pre-emption rights or similar rights.
---	---
18.4	Binding obligations
---	---

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

18.5	Validity, effectiveness and ranking of Security
(a)	Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.
---	---

​ 54

(b)	No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.
(c)	The Transaction Security granted by it to the Lender has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is not subject to any prior ranking or pari passu ranking Security.
---	---
(d)	No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.
---	---
18.6	Non-conflict with other obligations
---	---

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

(a)	any law or regulation applicable to it;
(b)	its constitutional documents; or
---	---
(c)	any agreement or instrument binding upon it or any other member of the Group or any of its/his assets or constitute a default or termination event (however described) under any such agreement or instrument.
---	---
18.7	Power and authority
---	---
(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:
---	---
(i)	its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and
---	---
(ii)	in the case of the Borrower, its registration of the Ship under the Approved Flag.
---	---
(b)	No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.
---	---
18.8	Validity and admissibility in evidence
---	---

All Authorisations required or desirable:

(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and
(b)	to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,
---	---

have been obtained or effected and are in full force and effect.

18.9	Governing law and enforcement
(a)	The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.
---	---

​ 55

(b)	Any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.
18.10	Insolvency
---	---

No:

(a)	corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 26.8 (Insolvency proceedings); or
(b)	creditors’ process described in Clause 26.9 (Creditors’ process),
---	---

has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 26.7 (Insolvency) applies to a member of the Group.

18.11	No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except the registration of the Mortgage with the relevant ship registry.

18.12	Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

18.13	No default
(a)	No Event of Default and, on the date of this Agreement and on the Utilisation Date, no Default has occurred or might be expected to result from the making of the Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.
---	---
(b)	No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it to which its assets are subject.
---	---
18.14	No misleading information
---	---
(a)	Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
---	---
(b)	The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
---	---
(c)	Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading.
---	---

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18.15	Financial Statements
(a)	Its Original Financial Statements were prepared in accordance with IFRS consistently applied.
---	---
(b)	Its Original Financial Statements give a true and fair view (if audited) or fairly present (if unaudited) its financial condition as at the end of the relevant financial year and the results of operations during the relevant financial year (consolidated in the case of the Corporate Guarantor).
---	---
(c)	Since 10 December 2025, there has been no material adverse change in its assets, business or financial condition (or the assets, business or financial condition of any Obligor which, in the Lender’s absolute discretion, may affect its compliance with the Finance Documents and the performance of its obligations thereunder).
---	---
(d)	Its most recent financial statements delivered pursuant to Clause 18.15 (Financial statements):
---	---
(i)	have been prepared in accordance with Clause 19.4 (Requirements as to financial statements); and
---	---
(ii)	give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of the Corporate Guarantor).
---	---
18.16	Since the date of the most recent financial statements delivered pursuant to Clause 19.2 (Financial statements) there has been no material adverse change in its or any Obligor’s business, assets or financial condition.
---	---
18.17	Pari passu ranking
---	---

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

18.18	No proceedings pending or threatened
(a)	No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency have been started or threatened against it or any other Transaction Obligor or any other member of the Group.
---	---
(b)	No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body has been made against it or any other Transaction Obligor or any other member of the Group.
---	---
18.19	Validity and completeness of the Transaction Documents
---	---
(a)	Each of the Transaction Documents to which the Seller and each Transaction Obligor is a party constitutes legal, valid, binding and enforceable obligations of the Seller and each Transaction Obligor.
---	---
(b)	The copies of the Transaction Documents delivered to the Lender before the date of this Agreement are true and complete copies.
---	---

​ 57

(c)	No amendments or additions to the Transaction Documents have been agreed nor has any of the Seller or any Transaction Obligor waived any of its respective rights under a Transaction Document.
18.20	No rebates etc.
---	---

There is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to the Borrower, the Corporate Guarantor or any other member of the Group, the Seller or a third party in connection with the purchase by the Borrower of the Ship, other than as disclosed to the Lender in writing on or before the date of this Agreement.

18.21	Valuations
(a)	All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Lender in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.
---	---
(b)	It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.
---	---
(c)	There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.
---	---
18.22	No breach of laws
---	---

It has not (and no other Transaction Obligor or other member of the Group has) breached any law or regulation.

18.23	No Charter

The Ship is not subject to any Charter other than a Permitted Charter.

18.24	Compliance with Environmental Laws

All Environmental Laws relating to the ownership, operation and management of the Ship and the business of each Transaction Obligor and each other member of the Group (as now conducted and as anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

18.25	No Environmental Claim

No Environmental Claim has been made or threatened against any Transaction Obligor, any other member of the Group or the Ship.

18.26	No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

​ 58

18.27	ISM and ISPS Code compliance

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

18.28	No money laundering
(a)	The Borrower confirms that it is acting for its own account and that it shall, and shall procure that each Transaction Obligor and each other member of the Group (to the extent applicable) will not, in connection with the performance and discharge of their respective obligations and liabilities under this Agreement or any of the other Finance Documents, and the transactions and other arrangements effected or contemplated by the Finance Documents to which the Borrower is a party, use the proceeds of the Loan for any purpose which would breach or might breach applicable anti-corruption laws, including but not limited to the UK Bribery Act 2010, the United States Foreign Practices Act 1977, each as amended and in force or other similar legislation in other jurisdictions,
---	---
(b)	The Borrower shall (and shall procure that each other Transaction Obligor and each other member of the Group (to the extent applicable) will) (i) use the proceeds of the Loan for its own benefit, under its full responsibility and exclusively for the purposes specified in this Agreement and (ii) that the foregoing will not contravene or permit any subsidiary to contravene any law, official requirements or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of Directive 2015/849/EC of the Council of the European Communities as amended and in force) and comparable United States Federal laws.
---	---
(c)	The Borrower shall further submit any documents and declarations on the Lender’s reasonable request, if such documents or declarations are required by the Lender to comply with its domestic money laundering and/or legal identification requirements.
---	---
18.29	Taxes paid
---	---
(a)	It is not and no other Transaction Obligor or other member of the Group is overdue in the filing of any Tax returns and it is not and no other Transaction Obligor or other member of the Group is overdue in the payment of any amount in respect of Tax.
---	---
(b)	No claims or investigations are being, or are likely to be, made or conducted against it (or any other Transaction Obligor or any other member of the Group) with respect to Taxes.
---	---
18.30	Financial Indebtedness
---	---

The Borrower does not have any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

18.31	Overseas companies

No Transaction Obligor or other member of the Group has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Lender sufficient details to enable an accurate search against it to be undertaken by the Lender at the Companies Registry.

​ 59

18.32	Good title to assets

It and each other Transaction Obligor or other member of the Group has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

18.33	Ownership
(a)	The Borrower, on the delivery date of the Ship, will be the sole legal and beneficial owner of the Ship, its Earnings and its Insurances.
---	---
(b)	With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Transaction Obligor.
---	---
(c)	The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrower on creation or enforcement of the security conferred by the Security Documents.
---	---
18.34	Centre of main interests and establishments
---	---

For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast)(the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in the Hellenic Republic and it has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

18.35	Place of business

No Obligor has a place of business in any country other than the Hellenic Republic and its head office functions are carried out in the case of each Obligor at the address set out in Part A of Schedule 1 (The Parties).

18.36	No employee or pension arrangements

No Transaction Obligor has any employees or any liabilities under any pension scheme.

18.37	Sanctions
(a)	No Transaction Obligor or any Affiliate of any of them:
---	---
(i)	is a Prohibited Party;
---	---
(ii)	is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Party;
---	---
(iii)	owns or controls a Prohibited Party;
---	---
(iv)	has a Prohibited Party serving as a director, officer or, to the best of its knowledge, employee; or
---	---
(v)	is domiciled or is incorporated in any of the restricted, embargoed or sanctioned countries according to applicable Sanctions (as that term is defined in the most recent applicable laws and regulations in respect of Sanctions);
---	---

​ 60

(b)	No proceeds of the Loan or any part of the Loan is being made available, directly or indirectly, to or for the benefit of a Prohibited Party nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.
(c)	No proceeds, funds or benefit from any activity or dealing with a Prohibited Party are used in discharging any obligation due or owing to the Lender or are credited to any bank account held with the Lender (including without limitation, all the Accounts), and that no payment is effected, whether to discharge any obligation due or owing to such party or for any other purpose, through the use of any bank account held with the Lender.
---	---
(d)	Each Transaction Obligor and each Affiliate of any of them is in compliance with all Sanctions.
---	---
(e)	The Borrower, each other Transaction Obligor and each Affiliate of any of them (to the extent permitted by law and promptly upon becoming aware of them) supplies to the Lender details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority.
---	---
18.38	US Tax Obligor
---	---

No Transaction Obligor is a US Tax Obligor.

18.39	Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws
(a)	Each Obligor and every other member of the Group has conducted its businesses in compliance with any Anti Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws applicable to it, and has instituted and maintains as at the date of this Agreement adequate policies and procedures, designed to promote and achieve compliance with such laws.
---	---
(b)	Neither any member of the Group, nor any agent, director, employee or officer of any member of the Group has, to the best of its knowledge and belief (having made due and careful enquiry), made or received, or directed or authorised any other person to make or receive, any offer, payment or promise to pay, of any money, gift or other thing of value, directly or indirectly, to or for the use or benefit of any person, where this violates or would violate, or creates or would create liability for it or any other person under, any Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.
---	---
(c)	Neither any Obligor nor any member of the Group, nor any agent, director, employee or officer of any Obligor or member of the Group is, to the best of its knowledge and belief (having made due and careful enquiry), being investigated by any agency, or party to any proceedings, in each case in relation to any Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.
---	---
(d)	Each Obligor further represents and warrants that no funds or other consideration that each such Obligor or any member of the Group contributes in connection with any transaction under this Agreement will have been derived from or related to any activity that is deemed criminal under Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws.
---	---

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18.40	Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of the Utilisation Request and the first day of each Interest Period.

19	Information Undertakings
19.1	General
---	---

The undertakings in this Clause 19 (Information Undertakings) remain in force throughout the Security Period unless the Lender may otherwise permit.

19.2	Financial statements

The Obligors shall supply to the Lender:

(a)	as soon as they become available, but in any event within 180 days after the end of its respective financial year:
(i)	the annual audited financial statements of the Corporate Guarantor for that financial year; and
---	---
(ii)	upon the Lender’s request, the management prepared financial statements of the Borrower for that financial year; and
---	---
(b)	as soon as the same become available, but in any event within 120 days after the end of each half of its respective financial years:
---	---
(i)	the semi-annual unaudited financial statements of the Corporate Guarantor for that financial half year; and
---	---
(ii)	upon the Lender’s request, the semi-annual unaudited financial statements of the Borrower for that financial year.
---	---
19.3	Compliance Certificate
---	---
(a)	The Corporate Guarantor shall supply to the Lender, with each set of financial statements delivered pursuant to Clause 19.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up.
---	---
(b)	Each Compliance Certificate shall be signed by the Chief Financial Officer of the Corporate Guarantor.
---	---
19.4	Requirements as to financial statements
---	---
(a)	Each set of financial statements delivered by an Obligor pursuant to Clause 19.2 (Financial statements) shall be certified by an officer of the relevant company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up.
---	---
(b)	The Obligors shall procure that each set of financial statements delivered pursuant to Clause 19.2 (Financial statements) is prepared using IFRS, accounting practices and financial reference
---	---

​ 62

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

(i)	a description of any change necessary for those financial statements to reflect the IFRS, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and
(ii)	sufficient information, in form and substance as may be required by the Lender, to enable the Lender to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor’s Original Financial Statements.
---	---
(c)	Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
---	---
19.5	DAC6
---	---
(a)	In this Clause 19.5 (DAC6), “DAC6” means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any replacement legislation applicable in the United Kingdom.
---	---
(b)	The Corporate Guarantor shall supply to the Lender:
---	---
(i)	promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Transaction Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6; and
---	---
(ii)	promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available).
---	---
(c)	The Lender does not provide, under the terms of this present service agreement, any kind of tax advice to any Obligor in relation to its cross-border transactions or tax advice on the use of the loan facility or any kind of advisory services in relation to DAC6 opinions or any suggestions, amendments or contributions to the relevant cross-border arrangement and is not involved under any circumstances in the tax planning of any Obligor.
---	---
19.6	Information: miscellaneous
---	---

Each Obligor shall and shall procure that each other Transaction Obligor shall supply to the Lender:

(a)	all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

​ 63

(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) which are current threatened or pending against any member of the Group;
(c)	promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member of the Group;
---	---
(d)	promptly, its constitutional documents where these have been amended or varied;
---	---
(e)	promptly, such further information and/or documents regarding:
---	---
(i)	the Ship, goods transported on the Ship, the Earnings and the Insurances;
---	---
(ii)	the Security Assets;
---	---
(iii)	compliance of the Transaction Obligors with the terms of the Finance Documents; and
---	---
(iv)	the financial condition, business and operations of any member of the Group,
---	---

as the Lender may request; and

(f)	promptly, such further information and/or documents as the Lender may request so as to enable the Lender to comply with any laws applicable to it or as may be required by any regulatory authority.
19.7	Notification of Default
---	---
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor shall, notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).
---	---
(b)	Promptly upon a request by the Lender, the Borrower shall supply to the Lender a certificate signed by one of its officer on its behalf certifying that no Default has occurred (or if a Default has occurred, specifying the Default and the steps, if any, being taken to remedy it).
---	---
19.8	“Know your customer” checks
---	---
(a)	If:
---	---
(i)	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;
---	---
(ii)	any change in the status of a Transaction Obligor (or the Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor or the Holding Company of a Transaction Obligor) after the date of this Agreement; or
---	---
(iii)	a proposed assignment by the Lender of any of its rights under this Agreement,
---	---

obliges the Lender (or, in the case of sub-paragraph (iii) above, any prospective assignee) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Transaction Obligor shall

​ 64

promptly upon the request of the Lender supply, or procure the supply of, such documentation and other evidence (including, without limitation, any declaration of the ultimate beneficial ownership of each Transaction Obligor in a form acceptable to the Lender) as is requested by the Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective assignee) in order for the Lender or, in the case of the event described in sub-paragraph (iii) above, any prospective assignee to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

20	Financial Covenants
20.1	Corporate Guarantor’s Financial Covenants
---	---

The Corporate Guarantor shall ensure that at all times throughout the Security Period:

(a)	the Market Adjusted Leverage shall not exceed 75 per cent.;
(b)	Liquid Funds shall not be less than (i) $10,000,000 on a consolidated basis and (ii) $750,000 per Fleet Vessel; and
---	---
(c)	its Consolidated Net Worth shall not be less than $100,000,000.
---	---

In this Agreement:

“Applicable Accounts” means, as at the date of calculation or, as the case may be, in respect of an accounting period, the annual audited financial statements or, as the case may be, semi-annual unaudited financial statements of the Corporate Guarantor pursuant to Clause 19.2 (Financial statements).

“Consolidated Net Worth” means the aggregate of the Consolidated Market Value Adjusted Total Assets less the Consolidated Total Liabilities.

“Consolidated Current Assets” means the aggregate of the cash and marketable securities, trade and other receivables from persons other than a member of the Group realisable within one year, inventories and prepaid expenses which are to be charged to income within one year less any doubtful debts and any discounts or allowances given, in each case in relation to the Corporate Guarantor, as stated in the then most recent and relevant Applicable Accounts.

“Consolidated Market Value Adjusted Tangible Fixed Assets” means the Fleet Market Value plus the book value (less depreciation computed in accordance with the IFRS consistently applied) on a consolidated basis of all other tangible fixed assets of the Group (excluding the Fleet Vessels), as stated in the then most recent and relevant Applicable Accounts.

“Consolidated Market Value Adjusted Total Assets” means, at any relevant time, the aggregate of Consolidated Current Assets and Consolidated Market Value Adjusted Tangible Fixed Assets.

“Consolidated Total Liabilities” means the aggregate (as of the date of calculation) of all obligations of the Corporate Guarantor then outstanding for the payment or repayment of money as stated under “Total Liabilities” in the financial statements or, as the case may be,

​ 65

management accounts, then most recently required to be delivered pursuant to Clause 19.2 (Financial statements) including, without limitation:

(a)	any amounts payable by the Corporate Guarantor under leases or similar arrangements over their respective periods;
(b)	any credit to the Corporate Guarantor from a supplier of goods or under any instalment purchase or other similar arrangement;
---	---
(c)	the aggregate amount then outstanding of liabilities and obligations of third parties to the extent that they are guaranteed by the Corporate Guarantor;
---	---
(d)	any contingent liabilities (including any taxes or other payments under dispute or arbitration) which have been or should be recorded in the notes to the Corporate Guarantor’s financial statements or, as the case may be, management accounts; and
---	---
(e)	any deferred tax liabilities.
---	---

“Fleet Market Value” means the aggregate Market Value of the Fleet Vessels, as determined pursuant to valuations dated within one month of the relevant Testing Date.

“Fleet Vessel” means any ship (including, but not limited to the Ship) from time to time wholly owned, leased or chartered in under capital leases by the Corporate Guarantor (directly or indirectly) or its Subsidiaries.

“Liquid Funds” means, as at the date of calculation or, as the case may be, for any accounting period, the aggregate of cash in hand held by the Corporate Guarantor and its subsidiaries with banks or other financial institutions of at least investment grade rating which is at the free and unrestricted disposal of the Corporate Guarantor and/or any of its subsidiaries, which is the holder thereof and if subject to a Security no enforcement action has been taken in relation or pursuant to such Security as at that date or during that accounting period.

“Market Adjusted Leverage” means, at any relevant time, the ratio of:

(a)	the Consolidated Total Liabilities less Liquid Funds; to
(b)	the Consolidated Market Value Adjusted Total Assets.
---	---

“Testing Date” means the date on which the financial statements or, as the case may be, management accounts, referred to in Clause 19.2 (Financial statements) are supplied to the Lender.

21	General Undertakings
21.1	General
---	---

The undertakings in this Clause 21 (General Undertakings) remain in force throughout the Security Period except as the Lender may otherwise permit.

21.2	Authorisations

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

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

​ 66

(b)	supply certified copies to the Lender of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of the Ship to enable it to:

(i)	perform its obligations under the Transaction Documents to which it/he is a party;
(ii)	ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction or in the state of the Approved Flag at any time of the Ship, of any Transaction Document to which it/he is a party; and
---	---
(iii)	own and operate the Ship (in the case of the Borrower).
---	---
21.3	Compliance with laws
---	---

Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations to which it may be subject.

21.4	Environmental compliance

Each Obligor shall, and shall procure that each other Transaction Obligor will:

(a)	comply with all Environmental Laws;
(b)	obtain, maintain and ensure compliance with all requisite Environmental Approvals; and
---	---
(c)	implement procedures to monitor compliance with and to prevent liability under any Environmental Law.
---	---
21.5	Environmental Claims
---	---

Each Obligor shall, and shall procure that each other Transaction Obligor and each other member of the Group (through the Corporate Guarantor) will promptly upon becoming aware of the same, inform the Lender in writing of:

(a)	any Environmental Claim against any member of the Group which is current, pending or threatened; and
(b)	any facts or circumstances which are likely to result in any Environmental Claim being commenced or threatened against any member of the Group.
---	---
21.6	Taxation
---	---
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor and each other member of the Group will, 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:
---	---
(i)	such payment is being contested in good faith;
---	---
(ii)	adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Lender under Clause 19.2 (Financial statements); and
---	---
(iii)	such payment can be lawfully withheld.
---	---

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(b)	No Obligor shall and shall procure that no other Transaction Obligor will, change its residence for Tax purposes.
21.7	Overseas companies
---	---

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Lender if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Lender regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

21.8	No change to centre of main interests

No Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 18.34 (Centre of main interests and establishments) and it will create no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

21.9	Pari passu ranking

Each Obligor shall, and shall procure that each other Transaction Obligor will, ensure that at all times any unsecured and unsubordinated claims of the Lender against it/him under the Finance Documents rank at least pari passu with the claims of all its/his other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

21.10	Title
(a)	From the Delivery Date, the Borrower shall hold the legal title to, and own the entire beneficial interest in the Ship, the Earnings and the Insurances.
---	---
(b)	With effect on and from its creation or intended creation, each Obligor shall hold the legal title to, and own the entire beneficial interest in any other assets the subject of any Transaction Security created or intended to be created by such Obligor.
---	---
21.11	Negative pledge
---	---
(a)	No Obligor shall and the Obligors shall procure that no other Transaction Obligor and no other member of the Group will, create or permit to subsist any Security over any of its/his assets which are, in the case of members of the Group other than the Borrower, the subject of the Security created or intended to be created by the Finance Documents.
---	---
(b)	No Obligor shall, and the Obligors shall procure that no other Transaction Obligor and no other member of the Group will:
---	---
(i)	sell, transfer or otherwise dispose of any of its/his assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor or any other member of the Group;
---	---
(ii)	sell, transfer or otherwise dispose of any of its receivables on recourse terms;
---	---

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(iii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
(iv)	enter into any other preferential arrangement having a similar effect,
---	---

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)	Paragraphs (a) and (b) above do not apply to any Permitted Security.
21.12	Disposals
---	---
(a)	Subject to paragraph (b) below, no Obligor shall and the Obligors shall procure that no other Transaction Obligor and no other member of the Group will, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.
---	---
(b)	The Borrower shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of the Ship, its Earnings or its Insurances.
---	---
(c)	Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 23.16 (Restrictions on chartering, appointment of managers etc.).
---	---
21.13	Merger
---	---

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor and no other member of the Group will, enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

21.14	Change of business
(a)	The Corporate Guarantor shall procure that no change is made to the general nature of its business as the Holding Company of shipping companies which engage in shipping activities, acceptable to the Lender.
---	---
(b)	The Borrower shall not engage in any business other than the ownership and operation of its Ship.
---	---
21.15	Financial Indebtedness
---	---

No Obligor shall not incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

21.16	Expenditure

The Borrower shall not incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing its Ship.

21.17	Shares

The Borrower shall not, without the Lender’s prior written consent:

(a)	purchase, cancel or redeem any of its issued shares;

​ 69

(b)	increase or reduce the number of shares that it is authorised to issue; or
(c)	issue any further shares except to the Corporate Guarantor.
---	---
21.18	Dividends
---	---

No Obligor shall, following the occurrence of an Event of Default which is continuing or where any of the following would result in the occurrence of an Event of Default:

(a)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its shares (or any class of its shares);
(b)	repay or distribute any dividend or share premium reserve;
---	---
(c)	pay any management, advisory or other fee to or to the order of any of its shareholders; or
---	---
(d)	redeem, repurchase, defease, retire or repay any of its shares or resolve to do so.
---	---
21.19	Other transactions
---	---
(a)	No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will:
---	---
(i)	be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor and where such loan or form of credit is Permitted Financial Indebtedness;
---	---
(ii)	give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which that Transaction Obligor assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents;
---	---
(iii)	enter into any material agreement other than:
---	---
(A)	the Transaction Documents; and
---	---
(B)	any other agreement expressly allowed under any other term of this Agreement;
---	---
(iv)	enter into any transaction on terms which are, in any respect, less favourable to that Transaction Obligor than those which it could obtain in a bargain made at arms’ length; or
---	---
(v)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks.
---	---
21.20	Unlawfulness, invalidity and ranking; Security imperilled
---	---

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor and no other member of the Group will, do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

(a)	make it unlawful for a Transaction Obligor to perform any of its/his obligations under the Transaction Documents;

​ 70

(b)	cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;
(c)	cause any Transaction Document to cease to be in full force and effect;
---	---
(d)	cause any Transaction Security to rank after, or lose its priority to, any other Security; and
---	---
(e)	imperil or jeopardise the Transaction Security.
---	---
21.21	Further assurance
---	---
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor and each other member of the Group will, promptly, and in any event within the time period specified by the Lender do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Lender may specify (and in such form as the Lender may require in favour of the Lender or its nominee(s)):
---	---
(i)	to create, perfect, vest in favour of the Lender or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance 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 Transaction Security) or for the exercise of any rights, powers and remedies of the Lender or any Receiver or Delegate provided by or pursuant to the Finance Documents or by law;
---	---
(ii)	to confer on the Lender Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;
---	---
(iii)	to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or
---	---
(iv)	to enable or assist the Lender to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.
---	---
(b)	Each Obligor shall, and shall procure that each other Transaction Obligor and each other member of the Group will, take all such action as is available to it/him (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.
---	---
(c)	At the same time as an Obligor delivers to the Lender any document executed by itself or another Transaction Obligor pursuant to this Clause 21.21 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Lender a certificate signed by two of that Obligor’s or Transaction Obligor’s directors or officers which shall:
---	---

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(i)	set out the text of a resolution of that Obligor’s or Transaction Obligor’s directors specifically authorising the execution of the document specified by the Lender; and
(ii)	state that either the resolution was duly passed at a meeting of the directors validly convened and held, throughout which a quorum of directors entitled to vote on the resolution was present, or that the resolution has been signed by all the directors or officers and is valid under that Obligor’s or Transaction Obligor’s articles of incorporation or other constitutional documents.
---	---
21.22	Anti-bribery and corruption and anti-money laundering / combat Terrorist Financing information
---	---

Unless such disclosure would constitute an apparent breach of any applicable law or regulation made known to the Lender, the Borrower shall supply to the Lender:

(a)	promptly upon becoming aware of them, the details of any actual violation by, any member of the Group or any agent, director, employee or officer of any member of the Group (or any counterparty of any such person in relation to any transaction contemplated by a Finance Document) of or in relation to any Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing Laws, or of any investigation or proceedings relating to the same;
(b)	copies of any correspondence delivered to, or received from, any regulatory authorities in relation to any matter referred to in paragraph (a) above at the same time as they are dispatched or promptly upon receipt (as the case may be); and
---	---
(c)	promptly upon written request by the Lender, such further information relating to any matter referred to in paragraphs (a) and (b) above as the Lender may reasonably require.
---	---
21.23	Anti-Bribery and Corruption Laws and Anti-Money Laundering / Combat Terrorist Financing laws
---	---
(a)	No Obligor shall (and shall ensure that no other member of the Group will) directly or indirectly use the proceeds of the Facility for any purpose which would breach any Anti-Bribery and Corruption Law and Anti-Money Laundering / Combat Terrorist Financing Law.
---	---
(b)	Each Obligor shall (and shall ensure that each other member of the Group will):
---	---
(i)	conduct its businesses in compliance with Anti-Bribery and Corruption Laws and Anti-Money Laundering Laws;
---	---
(ii)	maintain policies and procedures designed to promote and achieve compliance with such laws; and
---	---
(iii)	take all reasonable and prudent steps to ensure that each of its agents, directors, employees and officers comply with Anti-Bribery and Corruption Laws and Anti-Money Laundering Laws.
---	---
21.24	No variation, release etc. of the MOA
---	---

The Borrower shall not, whether by a document, by conduct, by acquiescence or in any other way:

​ 72

(a)	vary the MOA;
(b)	release, waive, suspend, subordinate or permit to be lost or impaired any interest or right of any kind which the Borrower has at any time, or in connection with, the MOA or in relation to any matter arising out of or in connection with the MOA.
---	---
21.25	Provision of information relation to the MOA
---	---

Without prejudice to Clause 19.6 (Information: miscellaneous), the Borrower shall:

(a)	immediately inform the Lender if any breach of the MOA occurs or a serious risk of such breach arises and of any other event or matter affecting the MOA which has or is reasonably likely to have a Material Adverse Effect; and
(b)	upon the reasonable request of the Lender, keep the Lender informed as to any notice of readiness of delivery of the Ship.
---	---
21.26	No assignment etc. of MOA
---	---

The Borrower shall not assign, novate, transfer or dispose of any of its rights or obligations under the MOA to which it is a party.

21.27	No change in beneficial ownership, management and control
(a)	There will be no change in the beneficial ownership, management and control of the Borrower without the Lender’s prior written consent.
---	---
(b)	The Corporate Guarantor shall remain the Holding Company of the Borrower and the Borrower shall remain the wholly owned Subsidiaries of the Corporate Guarantor.
---	---
22	Insurance Undertakings
---	---
22.1	General
---	---

The undertakings in this Clause 22 (Insurance Undertakings) remain in force from the Delivery Date and throughout the rest of the Security Period except as the Lender may otherwise permit.

22.2	Maintenance of obligatory insurances

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

(a)	fire and usual marine risks (including hull and machinery and excess risks);
(b)	war risks;
---	---
(c)	protection and indemnity risks; and
---	---
(d)	any other risks which are specified by the Lender from time to time.
---	---
22.3	Terms of obligatory insurances
---	---

The Borrower shall effect such insurances:

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(a)	in dollars;
(b)	in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis which shall be at least the greater of:
---	---
(i)	an amount equal to the aggregate of 125 per cent. of the Loan and any Hedging Close-Out Liabilities; and
---	---
(ii)	the Market Value of the Ship;
---	---
(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;
---	---
(d)	in the case of protection and indemnity risks, in respect of the full tonnage of the Ship;
---	---
(e)	on approved terms; and
---	---
(f)	through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.
---	---
22.4	Further protections for the Lender
---	---

In addition to the terms set out in Clause 22.3 (Terms of obligatory insurances), the Borrower shall procure that the obligatory insurances effected by it shall:

(a)	subject always to paragraph (b), name the Borrower as the sole named insured unless there is any additional named insured which has been approved by the Lender and, if so requested by the Lender has duly executed and delivered an Assignment of Insurances in favour of the Lender alongside with such supporting documents and opinions in relation to that assignment as the Lender requires.
(b)	whenever the Lender requires, name (or be amended to name) the Lender as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Lender, but without the Lender being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
---	---
(c)	name the Lender as loss payee with such directions for payment as the Lender may specify;
---	---
(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Lender shall be made without set off, counterclaim or deductions or condition whatsoever;
---	---
(e)	provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Lender; and
---	---
(f)	provide that the Lender may make proof of loss if the Borrower fails to do so.
---	---
22.5	Renewal of obligatory insurances
---	---

The Borrower shall:

(a)	at least 21 days before the expiry of any obligatory insurance effected by it:

​ 74

(i)	notify the Lender of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which it proposes to renew that obligatory insurance and of the proposed terms of renewal; and
(ii)	obtain the Lender’s approval to the matters referred to in sub-paragraph (i) above;
---	---
(b)	at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Lender’s approval pursuant to paragraph (a) above; and
---	---
(c)	procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Lender in writing of the terms and conditions of the renewal.
---	---
22.6	Copies of policies; letters of undertaking
---	---

The Borrower shall ensure that the Approved Brokers provide the Lender with:

(a)	pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and
(b)	a letter or letters of undertaking in a form required by the Lender and including undertakings by the Approved Brokers that:
---	---
(i)	they will notify the Lender promptly if they cease to be brokers through which the obligatory insurances are placed;
---	---
(ii)	they receive any notices of cancellation from the underwriters in respect of the Insurances;
---	---
(iii)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 22.4 (Further protections for the Lender);
---	---
(iv)	they will hold such policies, and the benefit of such insurances, to the order of the Lender in accordance with such loss payable clause;
---	---
(v)	they will advise the Lender immediately of any material change to the terms of the obligatory insurances;
---	---
(vi)	they will, if they have not received notice of renewal instructions from the Borrower or its agents, notify the Lender not less than 14 days before the expiry of the obligatory insurances;
---	---
(vii)	if they receive instructions to renew the obligatory insurances, they will promptly notify the Lender of the terms of the instructions;
---	---
(viii)	they will not set off against any sum recoverable in respect of a claim relating to the Ship under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of the Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts;
---	---

​ 75

(ix)	they will arrange for a separate policy to be issued in respect of the Ship forthwith upon being so requested by the Lender; and
(x)	they will promptly notify the Lender if:
---	---
(A)	they cease to be brokers through which the obligatory insurances are placed; and
---	---
(B)	they receive any notices of cancellation from the underwriters in respect of such insurances.
---	---
22.7	Copies of certificates of entry
---	---

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

(a)	a certified copy of the certificate of entry for the Ship;
(b)	a letter or letters of undertaking in such form as may be required by the Lender; and
---	---
(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Ship.
---	---
22.8	Deposit of original policies
---	---

The Borrower shall ensure that all policies relating to obligatory insurances are deposited with the Approved Brokers through which the insurances are effected or renewed.

22.9	Payment of premiums

The Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required by the Lender.

22.10	Guarantees

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

22.11	Compliance with terms of insurances
(a)	The Borrower shall not do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part.
---	---
(b)	Without limiting paragraph (a) the Borrower shall:
---	---
(i)	take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (v) of paragraph (b) of Clause 22.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Lender has not given its prior approval;
---	---

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(ii)	not make any changes relating to the classification or classification society or manager or operator of the Ship unless they are approved by the underwriters of the obligatory insurances;
(iii)	make (and promptly supply copies to the Lender of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and
---	---
(iv)	not employ the Ship, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.
---	---
22.12	Alteration to terms of insurances
---	---

The Borrower shall not make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

22.13	Settlement of claims

The Borrower shall:

(a)	not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and
(b)	do all things necessary and provide all documents, evidence and information to enable the Lender to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.
---	---
22.14	Provision of copies of communications
---	---

The Borrower shall provide the Lender, at the time of each such communication, with copies of all written communications between the Borrower and:

(a)	the Approved Brokers;
(b)	the approved protection and indemnity and/or war risks associations; and
---	---
(c)	the approved insurance companies and/or underwriters,
---	---

which relate directly or indirectly to:

(i)	the Borrower’s obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and
(ii)	any credit arrangements made between the Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.
---	---

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22.15	Provision of information

The Borrower shall promptly provide the Lender (or any persons which it may designate) with any information which the Lender (or any such designated person) requests for the purpose of:

(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or
(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 22.16 (Mortgagee’s interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances,
---	---

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

22.16	Mortgagee’s interest and additional perils insurances
(a)	The Lender shall be entitled from time to time to effect, maintain and renew a mortgagee’s interest marine insurance and a mortgagee’s interest additional perils insurance each in an amount equal to 115 per cent. of the aggregate amount of the Loan, any Hedging Close-Out Liabilities and any other amounts due under the Finance Documents, on such terms, through such insurers and generally in such manner as the Lender may from time to time consider appropriate.
---	---
(b)	The Borrower shall upon demand fully indemnify the Lender in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance.
---	---
23	Ship Undertakings
---	---
23.1	General
---	---

The undertakings in this Clause 23 (Ship Undertakings) remain in force on and from the Delivery Date and throughout the rest of the Security Period except as the Lender may otherwise permit in writing.

23.2	Ship’s name and registration

The Borrower shall:

(a)	keep the Ship registered in its name under the Approved Flag from time to time at its port of registration and not change such registration without the Lender’s prior written consent;
(b)	not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled;
---	---
(c)	not enter into any dual flagging arrangement in respect of the Ship; and
---	---
(d)	not change the name of the Ship without the Lender’s prior written consent,
---	---

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provided that any change of flag of the Ship shall be subject to:

(i)	the Ship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on the Ship and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage and on such other terms and in such other form as the Lender shall approve or require; and
(ii)	the execution of such other documentation amending and supplementing the Finance Documents as the Lender shall approve or require.
---	---
23.3	Repair and classification
---	---
(a)	The Borrower shall keep the Ship in a good and safe condition and state of repair:
---	---
(i)	consistent with first class ship ownership and management practice; and
---	---
(ii)	so as to maintain the Approved Classification free of any outstanding conditions and recommendations affecting the Ship’s Approved Classification,
---	---

in either case, in compliance with the relevant international convention requirements.

(b)	If requested by the Lender, the Borrower shall, at any time, provide to the Lender an up-to-date copy of the Ship’s class certificate, evidencing that the ship maintains the Approved Classification free of any outstanding conditions and recommendations affecting the Approved Classification.
23.4	Classification society undertaking
---	---

The Borrower shall, instruct the Approved Classification Society (and procure that the Approved Classification Society undertakes with the Lender):

(a)	to send to the Lender, following receipt of a written request from the Lender, certified true copies of all original class records held by the Approved Classification Society in relation to the Ship;
(b)	to allow the Lender (or its agents), at any time and from time to time, to inspect the original class and related records of the Borrower and the Ship at the offices of the Approved Classification Society and to take copies of them;
---	---
(c)	to notify the Lender immediately in writing if the Approved Classification Society:
---	---
(i)	receives notification from the Borrower or any person that the Ship’s Approved Classification Society is to be changed; or
---	---
(ii)	becomes aware of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of the Ship’s class under the rules or terms and conditions of the Borrower or the Ship’s membership of the Approved Classification Society;
---	---
(d)	following receipt of a written request from the Lender:
---	---

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(i)	to confirm that the Borrower is not in default of any of its contractual obligations or liabilities to the Approved Classification Society, including confirmation that it has paid in full all fees or other charges due and payable to the Approved Classification Society; or
(ii)	to confirm that the Borrower is in default of any of its contractual obligations or liabilities to the Approved Classification Society, to specify to the Lender in reasonable detail the facts and circumstances of such default, the consequences of such default, and any remedy period agreed or allowed by the Approved Classification Society.
---	---
23.5	Modifications
---	---

The Borrower shall not make any modification or repairs to, or replacement of, the Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of the Ship or reduce its value.

23.6	Removal and installation of parts
(a)	Subject to paragraph (b) below, the Borrower shall not remove any material part of the Ship, or any item of equipment installed on the Ship unless:
---	---
(i)	the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed;
---	---
(ii)	the replacement part or item is free from any Security in favour of any person other than the Lender; and
---	---
(iii)	the replacement part or item becomes, on installation on the Ship, the property of the Borrower and subject to the security constituted by the Mortgage.
---	---
(b)	The Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship.
---	---
23.7	Surveys
---	---

The Borrower shall submit the Ship regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Lender, provide the Lender, with copies of all survey reports.

23.8	Inspection

The Borrower shall permit the Lender (acting through surveyors or other marine professional persons appointed by it for that purpose) to board the Ship at all times to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.

23.9	Prevention of and release from arrest
(a)	The Borrower shall, promptly discharge:
---	---
(i)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against the Ship, the Earnings or the Insurances;
---	---

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(ii)	all Taxes, dues and other amounts charged in respect of the Ship, the Earnings or the Insurances; and
(iii)	all other outgoings whatsoever in respect of the Ship, the Earnings or the Insurances.
---	---
(b)	The Borrower shall immediately upon receiving notice of the arrest of the Ship or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require.
---	---
23.10	Compliance with laws etc.
---	---

The Borrower shall:

(a)	comply, or procure compliance with all laws or regulations:
(i)	relating to its business generally; and
---	---
(ii)	relating to the Ship, its ownership, employment, operation, management and registration,
---	---

including, but not limited to:

(A)	the ISM Code;
(B)	the ISPS Code;
---	---
(C)	all Environmental Laws;
---	---
(D)	all Sanctions;
---	---
(E)	the laws of the Approved Flag;
---	---
(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and
---	---
(c)	without limiting paragraph (a) above, not employ the Ship nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and Sanctions (or which would be contrary to Sanctions if Sanctions were binding on each Transaction Obligor).
---	---
23.11	ISPS Code
---	---

Without limiting paragraph (a) of Clause 23.10 (Compliance with laws etc.), the Borrower shall:

(a)	procure that the Ship and the company responsible for the Ship’s compliance with the ISPS Code comply with the ISPS Code;
(b)	maintain an ISSC for the Ship; and
---	---
(c)	notify the Lender immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.
---	---
23.12	Sanctions and Ship trading
---	---

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Without limiting Clause 23.10 (Compliance with laws etc.), the Borrower shall procure:

(a)	that the Ship shall not be used by or for the benefit of a Prohibited Party;
(b)	that the Ship shall not be used in trading in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on each Transaction Obligor and each Affiliate of any of them);
---	---
(c)	that the Ship shall not be traded in any manner which would trigger the operation of any Sanctions limitation or exclusion clause (or similar) in the Insurances in carrying illicit or prohibited goods; in a way which may make the Ship liable to be condemned by a prize court or destroyed, seized or confiscated; in any part of the world where there are hostilities (whether war has been declared or not); or in carrying contraband good; and
---	---
(d)	that each charterparty (including, without limitation, any Charter) in respect of the Ship shall contain, for the benefit of the Borrower, language which gives effect to the provisions of paragraph (c) of Clause 23.10 (Compliance with laws etc.) as regards Sanctions and of this Clause 23.12 (Sanctions and Ship trading) and which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions (or which would result in a breach of Sanctions if Sanctions were binding on each Transaction Obligor).
---	---
23.13	Trading in war zones or excluded areas
---	---

In the event of hostilities in any part of the world (whether war is declared or note), the Borrower shall not cause or permit the Ship to enter or trade to any zone which is declared a war zone by any government or by the Ship’s war risks insurers or otherwise excluded from the scope of coverage of the obligatory insurances unless the Borrower:

(a)	has given prior notification to the insurers of the Ship;
(b)	has (at its expense) effected any special, additional or modified insurance cover required by the insurers of the Ship to enter or trade to any such war zone or area; and
---	---
(c)	has notified the Lender accordingly.
---	---
23.14	Provision of information
---	---

Without prejudice to Clause 19.6 (Information: miscellaneous) the Borrower shall, promptly provide the Lender with any information which it requests regarding:

(a)	the Ship, its employment, position and engagements;
(b)	the Earnings and payments and amounts due to its master and crew;
---	---
(c)	any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of the Ship and any payments made by it in respect of the Ship;
---	---
(d)	any towages and salvages; and
---	---
(e)	its compliance, the Approved Manager’s compliance and the compliance of the Ship with the ISM Code and the ISPS Code,
---	---

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and, upon the Lender’s request, promptly provide copies of any current Charter relating to the Ship, of any current guarantee of any such Charter, the Ship’s Safety Management Certificate and any relevant Document of Compliance and any other current and up to date trading certificates.

23.15	Notification of certain events

The Borrower shall, immediately notify the Lender by email, fax, confirmed forthwith by letter of:

(a)	any casualty to the Ship which is or is likely to be or to become a Major Casualty;
(b)	any occurrence as a result of which the Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;
---	---
(c)	any requisition of the Ship for hire;
---	---
(d)	any requirement or recommendation made in relation to the Ship by any insurer or classification society or by any competent authority which is not immediately complied with;
---	---
(e)	any arrest or detention of the Ship or any exercise or purported exercise of any lien on the Ship or the Earnings;
---	---
(f)	any intended dry docking of the Ship;
---	---
(g)	any Environmental Claim made against the Borrower or in connection with the Ship, or any Environmental Incident;
---	---
(h)	any claim for breach of the ISM Code or the ISPS Code being made against the Borrower, an Approved Manager or otherwise in connection with the Ship,
---	---
(i)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,
---	---

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

23.16	Restrictions on chartering, appointment of managers etc.

The Borrower shall not, without the Lender’s prior consent, such consent not to be unreasonably withheld (which, in respect of paragraph (b) below, shall include the Lender’s approval of the relevant charterer and charter terms):

(a)	let the Ship on demise charter for any period;
(b)	enter into any time, voyage or consecutive voyage charter in respect of the Ship other than a Permitted Charter;
---	---
(c)	materially amend, supplement or terminate a Management Agreement (and, for the avoidance of any doubt, any amendments relating to the appointment of an Approved Manager, the management fees to more than twenty per cent. (20%) of the management fee
---	---

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payable under the Management Agreement and/or the duration of a Management Agreement shall be considered material);

(d)	appoint a manager of the Ship other than the Approved Commercial Manager and the Approved Technical Manager or agree to any material alteration to the terms of an Approved Manager’s appointment;
(e)	de activate or lay up the Ship; or
---	---
(f)	put the Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $1,000,000 (or the equivalent in any other currency) unless that person has first given to the Lender and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or the Earnings for the cost of such work or for any other reason.
---	---
23.17	Notice of Mortgage
---	---

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

23.18	Sharing of Earnings

The Borrower shall not enter into any agreement or arrangement for the sharing of any Earnings.

23.19	Assignment of an Assignable Charter

If the Borrower enters into any Assignable Charter (subject to the Lender’s approval pursuant to Clause 23.16 (Restrictions on chartering, appointment of managers etc.)), the Borrower shall, on the date on which it enters into such Assignable Charter:

(a)	provide the Lender with a certified true copy of such Assignable Charter;
(b)	execute in favour of the Lender a Charterparty Assignment in respect of that Assignable Charter (such Charterparty Assignment to be notified to the relevant charterer and any charter guarantor and the Borrower shall use its best endeavours to obtain an executed acknowledgment of the notice from the relevant charterer and charter guarantor in such form as the Lender may approve or require); and
---	---
(c)	without limiting the generality of the above, if that Assignable Charter is a bareboat charter, procure that the bareboat charterer shall promptly execute in favour of the Lender an assignment and subordination of (inter alia) all its rights, title and interest in and to the Insurances in respect of the Ship effected either by the Borrower or by the bareboat charterer and a letter of undertaking in favour of the Lender whereby (inter alia) the interests of the bareboat charterer under the bareboat charter shall be fully subordinated to the interests of the Lender under the Finance Documents and that the bareboat charterer shall comply with the Borrower’s obligations under this Agreement and any other Finance Document with regard to employment, insurances, operation, repairs and maintenance of the Ship, each to be in an agreed form,
---	---

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and shall deliver to the Lender such other documents equivalent to those referred to in Schedule 2 (Conditions Precedent), Part A, clauses 1.1, 1.2, 1.3, 1.5 of this Agreement, as the Lender may require.

23.20	Inventory of Hazardous Materials

The Borrower shall maintain the Inventory of Hazardous Materials.

23.21	Sustainable and socially responsible dismantling of Ship

The Borrower shall not knowingly sell the Ship for recycling purposes without having ascertained that the Ship will:

(a)	in the case of it being EU flagged, be recycled at an approved yard under the EU Ship Recycling Regulation; or
(b)	in the case of it being non-EU flagged, be recycled at a yard certified to operate under The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and/or EU Ship Recycling Regulation by a classification society acceptable to the Lender and who is a member of the IACS (International Association of Classification Societies).
---	---
23.22	Notification of compliance
---	---

The Borrower shall promptly provide the Lender from time to time with evidence (in such form as the Lender requires) that it is complying with this Clause 23 (Ship Undertakings).

23.23	Russian oil price cap
(a)	The Borrower undertakes that it will, at all times comply, and required compliance by:
---	---
(i)	all charterers and sub-charterers of the Ship (on commercially reasonable efforts basis in respect of any sub-charterers); and
---	---
(ii)	all parties to whom the Borrower or a Transaction Obligor enters into a contract of carriage in respect of the Ship,
---	---

with the Russian Oil Price Cap Measures.

(b)	Without prejudice to the generality of paragraph (a) above, the Borrower undertakes that it will ensure that prior to the Ship commencing loading (including any ship-to-ship or similar transfer) of Russian Oil Products obtain:
(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(ii)	a signed attestation from its applicable counterparty that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
---	---

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(c)	Without prejudice to the generality of paragraph (a) above, the Borrower shall promptly, and in any event no later than 30 days after the Ship commencing loading (including any ship-to-ship or similar transfer) of Russian Oil Products provide the Lender (at the Lender’s option and after Lender’s prior request in writing):
(i)	price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or
---	---
(ii)	an attestation signed by an authorised signatory in such form as may be granted by the Lender confirming that it has compiled in all respects with the Russian Oil Price Cap Measures; or
---	---
(iii)	documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.
---	---
(d)	Without prejudice to the generality of paragraph (a) above, the Borrower undertakes to the Lender that it will ensure that each charterparty or contract of carriage in respect of the Ship will include for the benefit of the Borrower provisions requiring the charterer, sub-charterer or person with whom the Borrower has entered into a contract of carriage to comply with the Russian Oil Price Cap Measures and to provide such information and documentation at such times as is necessary for the Borrower to comply with this Clause 23.23 (Russian oil price cap).
---	---
(e)	The Borrower undertakes that it will:
---	---
(i)	provide the Lender with such information, upon the Lender’s written request, and at such times, as it may require for the purposes of the Lender satisfying any record keeping obligations applicable to it under the Russian Oil Price Cap Measures;
---	---
(ii)	within 30 days of any request provide the Lender with such other information in relation to compliance with the Russian Oil Price Cap Measures as the Lender may from time to time reasonably request in writing, including without limitation any information relating to ancillary costs as may be specified from time to time pursuant to the Russian Oil Price Cap Measures; and
---	---
(iii)	comply with such further or additional requirements as the Lender may from time to time reasonably require in writing, in response to changes to any of the Russian Oil Price Cap Measures, or the introduction of similar measures relating to Russian Oil Products, or changes to any guidance, application, interpretation or market practice in respect of the Russian Oil Price Cap Measures.
---	---

The obligations in this paragraph (e) are continuing and, in particular, shall survive and remain binding on the Borrower until all attestations and such other information as may be requested pursuant to this paragraph (e) have been received in satisfactory form by the Lender.

(f)	The Borrower will undertake appropriate due diligence on its counterparties to satisfy itself, based on the information available, of the reliability and accuracy of any information provided by such counterparties for the purposes of or relating to satisfying the requirements of paragraph (b) above.
(g)	The Borrower agrees that the Lender may forward all attestations and other documents which the Borrower may from time to time deliver to the Lender pursuant to paragraphs (b) and (e) above to any applicable regulators or to any other party to which the Lender may be required
---	---

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to forward or disclose such attestations or other documents in accordance with the Russian Oil Price Cap Measures. The Lender shall promptly inform the Borrower about the disclosure of any attestations and/or other related documents to third parties and/or regulators.

24	Security Cover
24.1	Minimum required security cover
---	---

Clause 24.2 (Provision of additional security; prepayment) applies if, the Lender notifies the Borrower that, on or after the Delivery Date, the Security Cover Ratio is below 130 per cent.

24.2	Provision of additional security; prepayment
(a)	If the Lender serves a notice on the Borrower under Clause 24.1 (Minimum required security cover), the Borrower shall, on or before the date falling one Month after the date on which the Lender’s notice is served (the “Prepayment Date”), prepay such part of the Loan as shall eliminate the shortfall.
---	---
(b)	The Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that a third party has provided, additional security which, in the opinion of the Lender:
---	---
(i)	has a net realisable value at least equal to the shortfall;
---	---
(ii)	is acceptable to the Lender in its absolute discretion; and
---	---
(iii)	is documented in such terms as the Lender may approve or require,
---	---

before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.

24.3	Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 24.2 (Provision of additional security; prepayment) and which consists of Security over a vessel shall be the Market Value of the vessel concerned.

24.4	Valuations binding

Any valuation under this Clause 24 (Security Cover) shall be binding and conclusive as regards the Borrower.

24.5	Provision of information
(a)	The Borrower shall promptly provide the Lender and any Approved Valuer acting under this Clause 24 (Security Cover) with any information which the Lender or the Approved Valuer may request for the purposes of the valuation.
---	---
(b)	If the Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved Valuer or the Lender considers prudent.
---	---

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24.6	Prepayment mechanism

Any prepayment pursuant to Clause 24.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and shall reduce the amount of each Repayment Instalment and the Balloon Instalment falling after that prepayment pro rata by the amount prepaid.

24.7	Provision of valuations

The Lender shall be entitled to obtain, in addition to the valuations obtained for the purposes of the Utilisation, two valuations of the Ship and of any other vessel over which additional Security has been created in accordance with Clause 24.2 (Provision of additional security; prepayment), by an Approved Valuer and appointed by the Lender at the Obligor’s cost, to enable the Lender to determine the Market Value of the Ship or vessel at least once in every calendar year after the Utilisation and at any other time as it might, in its absolute discretion, consider necessary.

25	Accounts and application of Earnings and Hedge Receipts
25.1	Accounts
---	---
(a)	The Borrower may not, without the prior consent of the Lender, maintain any bank account other than the Earnings Account and the Cash Collateral Account.
---	---
(b)	The Borrower shall not, subject to Clause 9.6 (Cash Collateral), withdraw, transfer or in any other way deal with all or any part of, or any interest in, or attempt to withdraw, transfer or in any other way deal with all or any part of, or any interest in, any amount standing to the credit of the Cash Collateral Account.
---	---
25.2	Payment of Earnings
---	---

The Borrower shall ensure that:

(a)	subject only to the provisions of the General Assignment, all the Earnings are paid in to the Earnings Account; and
(b)	all Hedge Receipts are paid in to the Earnings Account.
---	---
25.3	Location of Accounts
---	---

The Borrower shall promptly:

(a)	comply with any requirement of the Lender as to the location or relocation of the Accounts; and
(b)	execute any documents which the Lender specifies to create or maintain in favour of the Lender Security over (and/or rights of set-off, consolidation or other rights in relation to) the Accounts.
---	---

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25.4	Debits for expenses etc.

The Lender shall be entitled (but not obliged) from time to time to debit the Earnings Account without prior notice in order to discharge any amount due and payable to it under Clause 15 (Other Indemnities) or Clause 16 (Costs and Expenses).

26	Events of Default
26.1	General
---	---

Each of the events or circumstances set out in this Clause 26 (Events of Default) is an Event of Default except for Clause 26.20 (Acceleration) and Clause 26.21 (Enforcement of security).

26.2	Non-payment

A Transaction Obligor does not pay on the due date, including any grace period any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable.

26.3	Specific obligations

A breach occurs of Clause 4.5 (Waiver of conditions precedent), Clause 20 (Financial Covenants), Clause 21.3 (Compliance with laws), Clause 21.10 (Title), Clause 21.11 (Negative pledge), Clause 21.12 (Disposals), Clause 21.20 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 22.2 (Maintenance of obligatory insurances), Clause 22.3 (Terms of obligatory insurances), Clause 22.5 (Renewal of obligatory insurances), Clause 23.12 (Sanctions and Ship trading) or, save to the extent such breach is a failure to pay and therefore subject to Clause 26.2 (Non-payment), Clause 24 (Security Cover).

26.4	Other obligations
(a)	A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 26.2 (Non-payment) and Clause 26.3 (Specific obligations)).
---	---
(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 10 Business Days of the Lender giving notice to the Borrower or (if earlier) any Transaction Obligor becoming aware of the failure to comply.
---	---
26.5	Misrepresentation
---	---

Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

26.6	Cross default
(a)	Any Financial Indebtedness of any Transaction Obligor or any other member of the Group is not paid when due nor within any originally applicable grace period.
---	---
(b)	Any Financial Indebtedness of any Transaction Obligor or any other member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
---	---

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(c)	Any commitment for any Financial Indebtedness of any Transaction Obligor or any other member of the Group is cancelled or suspended by a creditor of any Transaction Obligor or any other member of the Group as a result of an event of default (however described).
(d)	Any creditor of any Transaction Obligor or any other member of the Group becomes entitled to declare any Financial Indebtedness of any Transaction Obligor or any other member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).
---	---
26.7	Insolvency
---	---
(a)	A Transaction Obligor or a member of the Group:
---	---
(i)	is unable or admits inability to pay its/his debts as they fall due;
---	---
(ii)	is deemed to, or is declared to, be unable to pay its/his debts under applicable law;
---	---
(iii)	suspends or threatens to suspend making payments on any of its/his debts; or
---	---
(iv)	by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its/his creditors (excluding the Lender in its capacity as such) with a view to rescheduling any of its/his indebtedness.
---	---
(b)	The value of the assets of any Transaction Obligor or any other member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).
---	---
(c)	A moratorium is declared in respect of any indebtedness of any Transaction Obligor or any other member of the Group. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.
---	---
26.8	Insolvency proceedings
---	---
(a)	Any corporate action, legal proceedings or other procedure or step is taken in relation to:
---	---
(i)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction Obligor or any other member of the Group;
---	---
(ii)	a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor or any other member of the Group;
---	---
(iii)	the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Transaction Obligor’s or any other member’s of the Group or any of its/his assets; or
---	---
(iv)	enforcement of any Security over any assets of any Transaction Obligor or any other member of the Group,
---	---

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

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26.9	Creditors’ process

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of any Transaction Obligor or any other member of the Group (other than an arrest or detention of the Ship referred to in Clause 26.15 (Arrest)).

26.10	Ownership of the Borrower and the Corporate Guarantor

It appears, that, without the Lender’s prior written consent:

(a)	the Borrower is not or ceases to be a directly wholly owned Subsidiary of the Corporate Guarantor; and/or
(b)	the members of the Nominated Family cease to hold at least 35 per cent. of the ultimate legal and beneficial ownership of the Corporate Guarantor (and the voting rights attaching to those shares); and/or
---	---
(c)	the Corporate Guarantor’s shares cease to be quoted on both the Oslo Stock Exchange and the New York Stock Exchange.
---	---
26.11	Change of control
---	---

If, without the Lender’s prior consent:

(a)	Mr. Ioannis Alafouzos solely or, as the case may be, together with any of the members of the Nominated Family cease to be the major shareholder or cease to control (directly or indirectly) the Corporate Guarantor. For the purpose of this paragraph (a), “control” means:
(i)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
---	---
(A)	cast, or control the casting of, at least 51 per cent. of the maximum number of votes that might be cast at a general meeting of the Corporate Guarantor; and
---	---
(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of the Corporate Guarantor; and
---	---
(C)	give directions with respect to the operating and financial policies of the Corporate Guarantor with which the directors or other equivalent officers of the Corporate Guarantor are obliged to comply; and
---	---
(ii)	the holding beneficially of at least 35 per cent. of the issued share capital of the Corporate Guarantor, including any voting rights attaching to those shares and excluding any part of that issued share capital that carries no right to participate beyond a specific amount in a distribution of either profits or capital.
---	---
(b)	any person or group of persons acting in concert gains (directly or indirectly) more than 34.9 per cent. of the ultimate legal or beneficial ownership of the Corporate Guarantor (and the voting rights attaching to those shares) and for the purpose of this paragraph (b), “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Corporate Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of the Corporate Guarantor.
---	---

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26.12	Unlawfulness, invalidity and ranking
(a)	It is or becomes unlawful for a Transaction Obligor to perform any of its/his obligations under the Finance Documents.
---	---
(b)	Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.
---	---
(c)	Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than the Lender) to be ineffective.
---	---
(d)	Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.
---	---
26.13	Security imperilled
---	---

Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy.

26.14	Cessation of business

Any Transaction Obligor or any other member of the Group suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its/his business.

26.15	Arrest

Any arrest of the Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the Borrower within 20 days of such arrest or detention.

26.16	Expropriation

The authority or ability of any other member of the Group to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any member of the Group or any of its assets other than:

(a)	an arrest or detention of the Ship referred to in Clause 26.15 (Arrest); or
(b)	any Requisition.
---	---
26.17	Repudiation and rescission of agreements
---	---

A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security or a Transaction Document or any of the Transaction Security otherwise ceases to remain in full force and effect for any reason.

26.18	Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened, or any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other

​ 92

regulatory body is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any Transaction Obligor or any other member of the Group or its/his assets which has or is likely to have a Material Adverse Effect.

26.19	Material adverse change

Any event or circumstance occurs which has or is likely to have a Material Adverse Effect.

26.20	Acceleration

On and at any time after the occurrence of an Event of Default, the Lender may, by notice to the Borrower:

(a)	cancel the Commitment, whereupon it shall immediately be cancelled;
(b)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; and/or
---	---
(c)	declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Lender,
---	---

and the Lender may serve notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Lender may take any action referred to in Clause 26.21 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

26.21	Enforcement of security

On and at any time after the occurrence of an Event of Default the Lender may take any action which, as a result of the Event of Default or any notice served under Clause 26.20 (Acceleration), the Lender is entitled to take under any Finance Document or any applicable law or regulation.

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Section 9

​

Lender and the Obligors

27	Changes to the Lender
27.1	Assignment by the Lender
---	---

Subject to this Clause 27 (Changes to the Lender), the Lender (the “Existing Lender”) may assign and/or syndicate or sub-participate all (or part) of the Loan and/or all (or part) of its rights under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).

27.2	Conditions of assignment
(a)	If:
---	---
(i)	the Existing Lender assigns any of its rights or obligations under the Finance Documents or changes its Facility Office; and
---	---
(ii)	as a result of circumstances existing at the date the assignment or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or the Existing Lender acting through its new Facility Office under Clause 13 (Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 14 (Increased Costs),
---	---

then the New Lender or the Existing Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender would have been if the assignment or change had not occurred.

(b)	Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender’s title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender.
27.3	Security over Lender’s rights
---	---

In addition to the other rights provided to the Lender under this Clause 27 (Changes to the Lender), the Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of the Lender including, without limitation:

(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b)	if the Lender is a fund, 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,
---	---

except that no such charge, assignment or Security shall:

​ 94

(i)	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
(ii)	require any payments to be made by a Transaction Obligor 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.
---	---
28	Changes to the Transaction Obligors
---	---
28.1	Assignment or transfer by Transaction Obligors
---	---

No Transaction Obligor may assign any of its/his rights or transfer any of its/his rights or obligations under the Finance Documents.

28.2	Additional Subordinated Creditors
(a)	The Borrower may request that any person becomes a Subordinated Creditor, with the prior written approval of the Lender, by delivering to the Lender:
---	---
(i)	a duly executed Subordination Agreement;
---	---
(ii)	a duly executed Subordinated Debt Security; and
---	---
(iii)	such constitutional documents, corporate authorisations and other documents and matters as the Lender may require, in form and substance satisfactory to the Lender, to verify that the person’s obligations are legally binding, valid and enforceable and to satisfy any applicable legal and regulatory requirements.
---	---
(b)	A person referred to in paragraph (a) above will become a Subordinated Creditor on the date the Lender enters into the Subordination Agreement and the Subordinated Debt Security delivered under paragraph (a) above.
---	---

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Section 10

Administration

29	Payment Mechanics
29.1	Payments to the Lender
---	---
(a)	On each date on which a Transaction Obligor is required to make a payment under a Finance Document, that Transaction Obligor shall make an amount equal to such payment available to the Lender (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Lender as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
---	---
(b)	Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as specified by the Lender) and with such bank as the Lender, in each case, specifies.
---	---
29.2	Application of receipts; partial payments
---	---
(a)	If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Lender may apply that payment towards the obligations of that Transaction Obligor under the Finance Documents in any manner it may decide.
---	---
(b)	Paragraph (a) above will override any appropriation made by a Transaction Obligor.
---	---
29.3	No set-off by Transaction Obligors
---	---
(a)	All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
---	---
(b)	Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amount owing under the Hedging Agreement.
---	---
29.4	Business Days
---	---
(a)	Any payment under the Finance Documents 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).
---	---
(b)	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 or Unpaid Sum at the rate payable on the original due date.
---	---
29.5	Currency of account
---	---
(a)	Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.
---	---

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(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(c)	Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.
---	---
29.6	Change of currency
---	---
(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
---	---
(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Lender (after consultation with the Borrower); and
---	---
(ii)	any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Lender.
---	---
(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Lender specifies to be necessary, be amended to comply with any generally accepted conventions and market practice and otherwise to reflect the change in currency.
---	---
29.7	Currency conversion
---	---

The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

29.8	Disruption to Payment Systems etc.

If either the Lender determines (in its discretion) that a Disruption Event has occurred or the Lender is notified by the Borrower that a Disruption Event has occurred:

(a)	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;
(b)	the Lender shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above 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;
---	---
(c)	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 and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents;
---	---
(d)	the Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability 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 29.8 (Disruption to Payment Systems etc.).
---	---

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30	Set-Off

The Lender may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by the Lender) against any matured obligation owed by the Lender to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

31	Conduct of Business by the Lender

No provision of this Agreement will:

(a)	interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)	oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
---	---
(c)	oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
---	---
32	Bail-In
---	---

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

(a)	any Bail-In Action in relation to any such liability, including (without limitation):
(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
---	---
(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
---	---
(iii)	a cancellation of any such liability; and
---	---
(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
---	---
33	Notices
---	---
33.1	Communications in writing
---	---

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

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33.2	Addresses

The address, e-mail and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

(a)	in the case of the Borrower, that specified in Schedule 1 (The Parties); and
(b)	in the case of any other Obligor or the Lender, that specified in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the Lender on or before the date on which it becomes a Party,
---	---

or any substitute address, fax number or department or officer as an Obligor may notify to the Lender (or the Lender may notify to the other Parties, if a change is made by the Lender) by not less than five Business Days’ notice.

33.3	Delivery
(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:
---	---
(i)	if by way of fax, when received in legible form; or
---	---
(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,
---	---

and, if a particular department or officer is specified as part of its address details provided under Clause 33.2 (Addresses), if addressed to that department or officer.

(b)	Any communication or document to be made or delivered to the Lender will be effective only when actually received by it and then only if it is expressly marked for the attention of the department or officer of the Lender specified in Schedule 1 (The Parties) (or any substitute department or officer as the Lender shall specify for this purpose).
(c)	Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.
---	---
(d)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
---	---
33.4	Electronic communication
---	---
(a)	Any communication to be made or document to be delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:
---	---
(i)	notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and
---	---

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(ii)	notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.
(b)	Any such electronic communication or delivery as specified in paragraph (a) above to be made between an Obligor and the Lender may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery.
---	---
(c)	Any such electronic communication or document as specified in paragraph (a) above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by a Party to the Lender only if it is addressed in such a manner as the Lender shall specify for this purpose.
---	---
(d)	Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication or document is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.
---	---
(e)	Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this Clause 33.4 (Electronic communication).
---	---
33.5	English language
---	---
(a)	Any notice given under or in connection with any Finance Document must be in English.
---	---
(b)	All other documents provided under or in connection with any Finance Document must be:
---	---
(i)	in English; or
---	---
(ii)	if not in English, and if so required by the Lender, accompanied by a certified English translation prepared by a translator approved by the Lender and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.
---	---
33.6	Hedging Agreement
---	---

Notwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include the Hedging Agreement entered into by the Borrower in connection with the Facility.

34	Calculations and Certificates
34.1	Accounts
---	---

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

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34.2	Certificates and determinations

Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

34.3	Day count convention
(a)	Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice and subject to paragraph (b) below, without rounding
---	---
(b)	The aggregate amount of any accrued interest, commission or fee which, or becomes, payable by an Obligor under a Finance Document shall be rounded to 2 decimal places.
---	---
35	Partial Invalidity
---	---

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

36	Remedies and Waivers
(a)	No failure to exercise, nor any delay in exercising, on the part of the Lender or any Receiver or Delegate, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of the Lender or any Receiver or Delegate shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.
---	---
(b)	No variation or amendment of a Finance Document shall be valid unless in writing and signed by the Lender.
---	---
37	Entire Agreement
---	---
(a)	This Agreement, in conjunction with the other Finance Documents, constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.
---	---
(b)	Each Obligor acknowledges that it has not entered into this Agreement or any other Finance Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or in any other Finance Document.
---	---
38	Settlement or Discharge Conditional
---	---

Any settlement or discharge under any Finance Document between the Lender and any Transaction Obligor shall be conditional upon no security or payment to the Lender by any

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Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

39	Irrevocable Payment

If the Lender considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to the Lender under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

40	Amendments
40.1	Changes to reference rates
---	---

If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to:

(a)	providing for the use of a Replacement Reference Rate in place of that Published Rate; and

(i)

(A)	aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B)	enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
---	---
(C)	implementing market conventions applicable to that Replacement Reference Rate;
---	---
(D)	providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
---	---
(E)	adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),
---	---

may be made with the consent of the Lender and the Borrower.

(b)	An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded Rate Loan under this Agreement to any recommendation of a Relevant Nominating Body which:
(i)	relates to the use of the RFR on a compounded basis in the international or any relevant domestic loan markets; and
---	---

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(ii)	is issued on or after the date of this Agreement,

may be made with the consent of the Lender and the Borrower.

(c)	In this Clause 40.1 (Changes to reference rates):

“Published Rate” means:

(a)	the RFR; or
(b)	Term SOFR for any Quoted Tenor
---	---

“Published Rate Replacement Event” means, in relation to a Published Rate:

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

(b)

(i)

(A)	the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or
(B)	information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is insolvent,
---	---

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

(ii)	the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;
(iii)	the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or
---	---
(iv)	the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
---	---
(c)	the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
---	---
(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Lender and the Borrower) temporary; or
---	---

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(ii)	that Published Rate is calculated in accordance with any such policy or arrangement for a period which is no less than:

10 days in the case of Term SOFR; or

(B)10 days in the case of RFR; or

(d)	in the opinion of the Lender and the Borrower, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

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

“Replacement Reference Rate” means a reference rate which is:

(a)	formally designated, nominated or recommended as the replacement for a Published Rate by:
(i)	the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or
---	---
(ii)	any Relevant Nominating Body,
---	---

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

(b)	in the opinion of the Lender and the Borrower, generally accepted in the international or any relevant domestic loan markets as the appropriate successor or alternative to a Published Rate; or

in the opinion of the Lender and the Borrower, an appropriate successor or alternative to a Published Rate.

40.2	Obligor Intent

Without prejudice to the generality of Clauses 1.2 (Construction) and 17.4 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, documented costs and/or expenses associated with any of the foregoing.

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41	Confidential Information
41.1	Confidentiality
---	---

The Lender agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 41.2 (Disclosure of Confidential Information) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

41.2	Disclosure of Confidential Information

The Lender may disclose:

(a)	to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, insurers, insurance advisors, insurance brokers, partners and Representatives such Confidential Information as the Lender shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b)	to any person:
---	---
(i)	to (or through) whom it assigns (or may potentially assign) all or any of its rights and/or obligations under one or more Finance Documents and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;
---	---
(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;
---	---
(iii)	appointed by the Lender or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;
---	---
(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;
---	---
(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;
---	---
(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;
---	---

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(vii)	to whom or for whose benefit the Lender charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 27.3 (Security over Lender’s rights);
(viii)	who is a Party, a member of the Group or any related entity of a Transaction Obligor;
---	---
(ix)	as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or
---	---
(x)	with the consent of the Corporate Guarantor;
---	---

in each case, such Confidential Information as the Lender shall consider appropriate if:

(A)	in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B)	in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
---	---
(C)	in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender, it is not practicable so to do in the circumstances;
---	---
(c)	to any person appointed by the Lender or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the Lender;
---	---
(d)	to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.
---	---
41.3	DAC6
---	---

Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any

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transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.

41.4	Entire agreement

This Clause 41 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Lender under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

41.5	Inside information

The Lender acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Lender undertakes not to use any Confidential Information for any unlawful purpose.

41.6	Notification of disclosure

The Lender agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a)	of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 41.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 41 (Confidential Information).
---	---
41.7	Continuing obligations
---	---

The obligations in this Clause 41 (Confidential Information) are continuing and, in particular, shall survive and remain binding on the Lender for a period of 12 months from the earlier of:

(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and the Commitment has been cancelled or otherwise ceased to be available; and
(b)	the date on which the Lender otherwise ceases to be the Lender.
---	---
42	Confidentiality of Funding Rates
---	---
42.1	Confidentiality and disclosure
---	---
(a)	The Lender and each Obligor agrees to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below.
---	---
(b)	The Lender may disclose:
---	---
(i)	any Funding Rate to the Borrower pursuant to Clause 9.5 (Notifications); and
---	---

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(ii)	any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed by the Lender.
(c)	The Lender and each Obligor may disclose any Funding Rate, to:
---	---
(i)	any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;
---	---
(ii)	any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange (including, for the avoidance of any doubt, any filing requirements thereunder) or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
---	---
(iii)	any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and
---	---
(iv)	any person with the consent of the Lender.
---	---
42.2	Related obligations
---	---
(a)	The Lender and each Obligor acknowledge that each Funding Rate is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Lender and each Obligor undertake not to use any Funding Rate for any unlawful purpose.
---	---
(b)	The Lender and each Obligor agree (to the extent permitted by law and regulation) to inform the Lender:
---	---
(i)	of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 42.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
---	---

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(ii)	upon becoming aware that any information has been disclosed in breach of this Clause 42 (Confidentiality of Funding Rates).
42.3	No Event of Default
---	---

No Event of Default will occur under Clause 26.4 (Other obligations) by reason only of an Obligor’s failure to comply with this Clause 42 (Confidentiality of Funding Rates).

43	Counterparts

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

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Section 11

Governing Law and Enforcement

44	Governing Law

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

45	Enforcement
45.1	Jurisdiction
---	---
(a)	Unless specifically provided in another Finance Document in relation to that Finance Document, the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute regarding the existence, validity or termination of any Finance Document or any non-contractual obligation arising out of or in connection with any Finance Document) (a “Dispute”).
---	---
(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.
---	---
(c)	To the extent allowed by law, this Clause 45.1 (Jurisdiction) is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.
---	---
45.2	Service of process
---	---
(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):
---	---
(i)	irrevocably appoints Saville Notaries LLP, of London, at its registered office for the time being, presently at 11 Old Jewry, London, EC2R 8DU, England, as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
---	---
(ii)	agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
---	---
(b)	If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrowers (on behalf of all the Obligors) must immediately (and in any event within 5 days of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another agent for this purpose.
---	---

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

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Schedule 1

The Parties

Part A

The Obligors

​	​	​	​	​	​	​
Name of Borrower	​ ​ ​	Place of Incorporation	​ ​ ​	Registration number (or equivalent, if any)	​ ​ ​	Address for Communication
​	​	​	​	​	​	​
OMEGA FOURTEEN MARINE CORP.	​	Marshall Islands	​	135287	​	c/o OET Chartering Inc.<br><br>Address: Ethnarchou Makariou Ave., & 2 D., Falireos Street<br><br>185 47 New Faliro, Piraeus, Greece<br><br>Email:<br><br>Fax:<br><br>Tel:<br><br>Attn: Mrs. Thalia Kalafati
​	​	​	​	​	​	​
Name of Corporate Guarantor	​	Place of Incorporation	​	Registration number (or equivalent, if any)	​	Address for Communication
​	​	​	​	​	​	​
OKEANIS ECO TANKERS CORP.	​	Marshall Islands	​	96382	​	c/o OET Chartering Inc.<br><br>Address: Ethnarchou Makariou Ave., & 2 D., Falireos Street<br><br>185 47 New Faliro, Piraeus, Greece<br><br>Email:<br><br>Fax:<br><br>Tel:<br><br>Attn: Mrs. Thalia Kalafati<br><br>​

​

​ 111

Schedule 2

Conditions Precedent

Part A

Conditions Precedent to Utilisation Request

​ 113

Schedule 3

Requests

Part A

Utilisation Request

​ 116

Schedule 4

Details of The Ship

​	​	​	​	​	​	​	​
Ship name	Borrower	Type	Approved Flag	Approved Classification Society	Approved Classification	Approved Commercial Manager	Approved Technical Manager
Hull no. 5103 (tbn “NISSOS SERIFOPOULA”)	omega fourteen marine corp.	Oil carrier	Marshall Islands	ABS	✠ A1, Oil Carrier, (E), +AMS, +ACCU, ESP, CPS, CPS-COT, CSR, AB-CM, BWT, TCM, VEC-L, UWILD, SPMA, ENVIRO, IHM, RW, CRC(SP, SC-PL), EEDI-Ph3, RRDA, CPP, POT, BWE, RES, ESA, PMP+	OET Chartering Inc.	Kyklades Maritime Corporation

​

​ 118

Schedule 5

Timetables

​ 119

Schedule 6

Form of Compliance Certificate

​ 120

Schedule 7

Compounded Rate Terms

​	​	​
CURRENCY:	​ ​ ​	Dollars
​	​	​
Cost of funds as a fallback	​	Cost of funds will apply as a fallback.
​	​	​
Definitions	​	​
​	​	​
Additional Business Days:	​	An RFR Banking Day.
​	​	​
Break Costs:	​	Not specified.
​	​	​
Business Day Conventions (definition of “ Month ” and Clause 10.3 (Non-Business Days)):	​	(a)If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:
​	​	​
​	​	(i)subject to sub-paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
​	​	​
​	​	(ii)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
​	​	​
​	​	(iii)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
​	​	​
​	​	(b)If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
​	​	​
Daily Rate:	​	The “Daily Rate” for any RFR Banking Day is:
​	​	​
​	​	the RFR for that RFR Banking Day rounded to five decimal places and if that rate is less than zero, the Daily Rate shall be deemed to be zero.

​

​ 121

​	​	​
Lookback Period:	​ ​ ​	Five RFR Banking Days before the end of each Interest Period.
Compounded Market Disruption Rate:	​	The percentage rate per annum which is the aggregate of the Cumulative Compounded RFR Rate for the Interest Period of the relevant Compounded Rate Loan.
Relevant Market:	​	The market for overnight cash borrowing collateralised by US Government securities.
Reporting Day:	​	Two Business Days after the day which is the Lookback Period prior to the last day of the Interest Period.
Reporting Times	​	​
Deadline for Lender to report market disruption in accordance with Clause 11.3 (Market disruption)	​	Close of business in Athens on the Reporting Day for the relevant Compounded Rate Loan.
Deadline for Lender to report their cost of funds in accordance with Clause **** 11.4 (Cost of funds)	​	Close of business on the date falling two Business Days after the Reporting Day for the relevant Compounded Rate Loan (or, if earlier, on the date falling three Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Compounded Rate Loan).
RFR:	​	The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate). If such rate is less than zero, it shall be deemed to be zero.
RFR Banking Day:	​	Any day other than:<br><br>(c)a Saturday or Sunday; and<br><br>(d)a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

​

​ 122

Schedule 8

Cumulative Compounded RFR Rate

1	BASIC ASSUMPTIONS
(a)	Terms used in this Schedule shall have the same meaning as attributed to them in Clause 1.1 (Definitions) except if otherwise defined herein.
---	---
(b)	For every non RFR Banking Day, the Cumulative Compounded RFR Rate for the previous RFR Banking Day is applicable.
---	---
(c)	Interest due is calculated on the basis of actual number of days elapsed and a year of 360 days as per Clause 34.3 (Day count convention).
---	---
2	DEFINITIONS
---	---

Interest Period: As same is defined in Clause 1.1 (Definitions) of this Agreement.

“Cumulation Period” means every calendar day of the period commencing five (5) RFR Banking Days before the beginning of any Interest Period and ending 5 RFR Banking Days before the termination of such Interest Period.

Cumulative Compounded RFR Rate

The “Cumulative Compounded RFR Rate” for any Interest Period is the percentage rate per annum (rounded to five decimal places) calculated as set out below:

where:

d0 means the number of RFR Banking Days during the Interest Period;

i means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

DailyRatei-LP means for any RFR Banking Day “i” during the Interest Period, the Daily Rate for the RFR Banking Day which is the Lookback Period prior to that RFR Banking Day “i”;

ni means, for any RFR Banking Day “i”, the number of calendar days from, and including, that RFR Banking Day “i” up to, but excluding, the following RFR Banking Day;

dcc means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

d means the number of calendar days during that Interest Period.

​ 123

Execution Pages

​

​	​
BORROWER	​
​	​
SIGNED by Thaleia Kalafati	) /s/ Thaleia Kalafati
duly authorised attorney-in-fact	)
for and on behalf of	)
OMEGA FOURTEEN MARINE CORP.	)
in the presence of:	)
​	​
Witness’ signature:	) /s/ Eliza-Elisavet Makri
Witness’ name:	) Eliza-Elisavet Makri
Witness’ address:	) Attorney-at-law
​	Watson Farley & Williams Greece
​	348 Syngrou Avenue
​	176 74 Kallithea
​	Athens-Greece
​	​
​	​
CORPORATE GUARANTOR	​
​	​
SIGNED by Thaleia Kalafati	) /s/ Thaleia Kalafati
duly authorised attorney-in-fact	)
for and on behalf of	)
OKEANIS ECO TANKERS CORP.	)
in the presence of:	)
​	​
Witness’ signature:	) /s/ Eliza-Elisavet Makri
Witness’ name:	) Eliza-Elisavet Makri
Witness’ address:	) Attorney-at-law
​	Watson Farley & Williams Greece
​	348 Syngrou Avenue
​	176 74 Kallithea
​	Athens-Greece
​	​
​	​
ORIGINAL LENDER	​
​	​
SIGNED by Sarri Aikaterini	) /s/ Sarri Aikaterini
and Andreas Mitsiopoulos	) /s/ Andreas Mitsiopoulos
duly authorised	)
for and on behalf of	)
NATIONAL BANK OF GREECE S.A.	)
in the presence of:	)
​	​
Witness’ signature:	) /s/ Eliza-Elisavet Makri
Witness’ name:	) Eliza-Elisavet Makri
Witness’ address:	) Attorney-at-law
​	Watson Farley & Williams Greece
​	348 Syngrou Avenue
​	176 74 Kallithea
​	Athens-Greece

​ 124

​ Exhibit 4.18

​

​	​	​
From:	NATIONAL BANK OF GREECE S.A.	​
​	2 Bouboulinas Street	​
​	Akti Miaouli, 185 35	​
​	Piraeus, Greece	​
​	as lender (the “Lender”)	​
​	​	​
To:	NELLMARE MARINE LTD	​
​	Trust Company Complex,	​
​	Ajeltake Road Ajeltake Island, Majuro	​
​	Marshall Islands MH96960	​
​	as borrower (the “Borrower”)	​

​

21 January 2026

Dear Sirs

Facility Agreement dated 23 May 2022 (as from time to time amended and/or supplemented, the “Facility Agreement”) and made between amongst others (i) ourselves as Borrower, (ii) Okeanis Eco Tankers Corp. as corporate guarantor and (iii) yourselves as Lender, in relation to a facility of (originally) up to $125,670,000.

In consideration of the sum of US$5 and other good and valuable consideration, we as Lender, agree to the request of the Borrower and the Guarantor to the amendment of Clause 27.11 (Change of Control) of the Facility Agreement.

1.	We refer to the Facility Agreement. Words and expressions defined in the Facility Agreement shall have the same meaning when used in this side letter to the Facility Agreement (the “Letter”).
2.	With effect from 19^th^ January 2026 (the “Effective Date”) we agree that clause 27.11 (Change of Control) of the Facility Agreement shall be deleted in its entirety and replaced with the following new clause:
---	---

27.11 Change of control

If, without the Lender’s prior consent:

(a)	Any of the members of the Nominated Family cease to be the major shareholder or cease to control (directly or indirectly) the Corporate Guarantor. For the purpose of this paragraph (a), “control” means:
(i)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
---	---
(A)	cast, or control the casting of, at least 35 per cent. of the maximum number of votes that might be cast at a general meeting of the Corporate Guarantor; or
---	---
(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of the Corporate Guarantor; and
---	---
(ii)	the holding beneficially of at least 35 per cent. of the issued share capital of the Corporate Guarantor, including any voting rights attaching to those shares and
---	---

​

​ ​

​ excluding any part of that issued share capital that carries no right to participate beyond a specific amount in a distribution of either profits or capital; and

(b)	any person or group of persons, other than the Nominated Family, acting in concert gains (directly or indirectly) more than 34.9 per cent. of the ultimate legal or beneficial ownership of the Corporate Guarantor (and the voting rights attaching to those shares) and for the purpose of this paragraph (b), “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Corporate Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of the Corporate Guarantor; and
(c)	Mr. Ioannis Alafouzos or any member of the Nominated Family no longer serves as the Chairman of the Corporate Guarantor.”.
---	---
3.	Each of the Facility Agreement and the other Finance Documents shall be deemed to be amended as of the Effective Date by construing all references throughout such documents to the ‘Facility Agreement’, ‘this Agreement, ‘this Deed’, ‘hereunder’ and other similar expressions as references to such documents as amended and supplemented by this Letter.
---	---
4.	This Letter shall constitute a Finance Document.
---	---
5.	Save as amended hereby the terms of the Facility Agreement remain in full force and effect and the Borrower and the Guarantor agrees to be bound by its terms as so amended.
---	---
6.	Clause 35 (Notices) of the Facility Agreement shall extend and apply to this Letter as if the same were (mutatis mutandis) herein expressly set forth.
---	---
7.	This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and clause 46 (governing law) and clause 47 (enforcement) of the Facility Agreement shall extend and apply to this Letter as if the same were (mutatis mutandis) herein expressly set forth.
---	---

Please confirm your acceptance to the foregoing terms and conditions by signing the acceptance at the foot of this Letter to the Facility Agreement.

​

​ 2

​ Yours faithfully

​

NATIONAL BANK OF GREECE S.A.	)
in its capacity as Lender	)
acting by Sarri Aikaterini	) /s/ Sarri Aikaterini
and by Andreas Mitsiopoulos	) /s/ Andreas Mitsiopoulos
such execution being witnessed by: Agapiou Aikaterini	) /s/ Agapiou Aikaterini

​

We hereby acknowledge receipt of the above Letter and confirm our agreement to the terms hereof.

​

BORROWER	​
​	​
EXECUTED AS A DEED	)
by NELLMARE MARINE LTD	)
acting by Thaleia Kalafati	) /s/ Thaleia Kalafati
such execution being witnessed by: Eirini Chaidemenou	) /s/ Eirini Chaidemenou

​

GUARANTOR	​
​	​
EXECUTED AS A DEED	)
by OKEANIS ECO TANKERS CORP.	)
acting by Thaleia Kalafati	) /s/ Thaleia Kalafati
such execution being witnessed by: Eirini Chaidemenou	) /s/ Eirini Chaidemenou

​

Date: 21 January 2026 3

Exhibit 4.19

​

​	​	​
From:	NATIONAL BANK OF GREECE S.A.	​
​	2 Bouboulinas Street	​
​	Akti Miaouli, 185 35	​
​	Piraeus, Greece	​
​	as lender (the “Lender”)	​
​	​	​
To:	OMEGA FOURTEEN MARINE CORP.	​
​	Trust Company Complex, Ajeltake Road	​
​	Ajeltake Island, Majuro	​
​	Marshall Islands MH96960	​
​	as borrower (the “Borrower”)	​

​

21 January 2026

Dear Sirs

Facility Agreement dated 19 December 2025 (as from time to time amended and/or supplemented, the “Facility Agreement”) and made between amongst others (i) ourselves as Borrower, (ii) Okeanis Eco Tankers Corp. as corporate guarantor and (iii) yourselves as Lender, in relation to a facility of (originally) up to $45,000,000.

In consideration of the sum of US$5 and other good and valuable consideration, we as Lender, agree to the request of the Borrower and the Guarantor to the amendment of Clause 26.11 (Change of Control) of the Facility Agreement.

1.	We refer to the Facility Agreement. Words and expressions defined in the Facility Agreement shall have the same meaning when used in this side letter to the Facility Agreement (the “Letter”).
2.	With effect from 19^th^ January 2026 (the “Effective Date”) we agree that clause 26.11 (Change of Control) of the Facility Agreement shall be deleted in its entirety and replaced with the following new clause:
---	---

26.11 Change of control

If, without the Lender’s prior consent:

(a)	Any of the members of the Nominated Family cease to be the major shareholder or cease to control (directly or indirectly) the Corporate Guarantor. For the purpose of this paragraph (a), “control” means:
(i)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
---	---
(A)	cast, or control the casting of, at least 35 per cent. of the maximum number of votes that might be cast at a general meeting of the Corporate Guarantor; or
---	---
(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of the Corporate Guarantor; and
---	---
(ii)	the holding beneficially of at least 35 per cent. of the issued share capital of the Corporate Guarantor, including any voting rights attaching to those shares and
---	---

​

​

excluding any part of that issued share capital that carries no right to participate beyond a specific amount in a distribution of either profits or capital; and

(b)	any person or group of persons, other than the Nominated Family, acting in concert gains (directly or indirectly) more than 34.9 per cent. of the ultimate legal or beneficial ownership of the Corporate Guarantor (and the voting rights attaching to those shares) and for the purpose of this paragraph (b), “acting in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Corporate Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of the Corporate Guarantor; and
(c)	Mr. Ioannis Alafouzos or any member of the Nominated Family no longer serves as the Chairman of the Corporate Guarantor.”.
---	---
3.	Each of the Facility Agreement and the other Finance Documents shall be deemed to be amended as of the Effective Date by construing all references throughout such documents to the ‘Facility Agreement’, ‘this Agreement, ‘this Deed’, ‘hereunder’ and other similar expressions as references to such documents as amended and supplemented by this Letter.
---	---
4.	This Letter shall constitute a Finance Document.
---	---
5.	Save as amended hereby the terms of the Facility Agreement remain in full force and effect and the Borrower and the Guarantor agrees to be bound by its terms as so amended.
---	---
6.	Clause 33 (Notices) of the Facility Agreement shall extend and apply to this Letter as if the same were (mutatis mutandis) herein expressly set forth.
---	---
7.	This Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and clause 44 (governing law) and clause 45 (enforcement) of the Facility Agreement shall extend and apply to this Letter as if the same were (mutatis mutandis) herein expressly set forth.
---	---

Please confirm your acceptance to the foregoing terms and conditions by signing the acceptance at the foot of this Letter to the Facility Agreement.

​ 2

Yours faithfully

​

NATIONAL BANK OF GREECE S.A.	)
in its capacity as Lender	)
acting by Sarri Aikaterini	) /s/ Sarri Aikaterini
and by Andreas Mitsiopoulos	) /s/ Andreas Mitsiopoulos
such execution being witnessed by: Agapiou Aikaterini	) /s/ Agapiou Aikaterini

​

We hereby acknowledge receipt of the above Letter and confirm our agreement to the terms hereof.

​

BORROWER

​

EXECUTED AS A DEED	)
by OMEGA FOURTEEN MARINE CORP.	)
acting by Thaleia Kalafati	) /s/ Thaleia Kalafati
such execution being witnessed by: Eirini Chaidemenou	) /s/ Eirini Chaidemenou

​

GUARANTOR	​
​	​
EXECUTED AS A DEED	)
by OKEANIS ECO TANKERS CORP.	)
acting by Thaleia Kalafati	) /s/ Thaleia Kalafati
such execution being witnessed by: Eirini Chaidemenou	) /s/ Eirini Chaidemenou

​

Date: 21 January 2026 3

Exhibit 8.1

List of Subsidiaries

Name of Subsidiary (and Name Under Which the Subsidiary Does Business)	Place of Incorporation	Interest held by Okeanis Eco Tankers Corp.
​	​	​
Ios Maritime Corp.	Liberia	100%
​	​	​
Milos Marine Corp.	Liberia	100%
​	​	​
Therassia Marine Corp.	Liberia	100%
​	​	​
Anassa Navigation S.A.	Marshall Islands	100%
​	​	​
Arethusa Shipping Corp.	Marshall Islands	100%
​	​	​
Ark Marine S.A.	Marshall Islands	100%
​	​	​
Moonsprite Shipping Corp.	Marshall Islands	100%
​	​	​
Nellmare Marine Ltd	Marshall Islands	100%
​	​	​
OET Chartering Inc.	Marshall Islands	100%
​	​	​
Omega One Marine Corp.	Marshall Islands	100%
​	​	​
Omega Two Marine Corp.	Marshall Islands	100%
​	​	​
Omega Three Marine Corp.	Marshall Islands	100%
​	​	​
Omega Four Marine Corp.	Marshall Islands	100%
​	​	​
Omega Five Marine Corp.	Marshall Islands	100%
​	​	​
Omega Six Marine Corp.	Marshall Islands	100%
​	​	​
Omega Seven Marine Corp.	Marshall Islands	100%
​	​	​
Omega Nine Marine Corp.	Marshall Islands	100%
​	​	​
Omega Ten Marine Corp.	Marshall Islands	100%
​	​	​
Omega Eleven Marine Corp.	Marshall Islands	100%
​	​	​
Omega Twelve Marine Corp.	Marshall Islands	100%
​	​	​
Omega Fourteen Marine Corp.	Marshall Islands	100%
​	​	​
Theta Navigation Ltd	Marshall Islands	100%

​

Exhibit 12.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Aristidis Alafouzos, certify that:

1.I have reviewed this annual report on Form 20-F of Okeanis Eco Tankers Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial re- porting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: March 20, 2026

/s/ Aristidis Alafouzos	​
Aristidis Alafouzos	​
Chief Executive Officer (Principal Executive Officer)	​

​

Exhibit 12.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Iraklis Sbarounis, certify that:

1.I have reviewed this annual report on Form 20-F of Okeanis Eco Tankers Corp.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial re- porting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: March 20, 2026

/s/ Iraklis Sbarounis	​
Iraklis Sbarounis	​
Chief Financial Officer (Principal Financial Officer)	​

​

Exhibit 13.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Okeanis Eco Tankers Corp. (the “Company”) on Form 20-F for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Aristidis Alafouzos, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
---	---

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: March 20, 2026

/s/ Aristidis Alafouzos	​
Aristidis Alafouzos	​
Chief Executive Officer (Principal Executive Officer)	​

​

Exhibit 13.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Okeanis Eco Tankers Corp. (the “Company”) on Form 20-F for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Iraklis Sbarounis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: March 20, 2026

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/s/ Iraklis Sbarounis	​
Iraklis Sbarounis	​
Chief Financial Officer (Principal Financial Officer)	​

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Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-287032 and 333-287036 on Form F-3 of our report dated March 20, 2026, relating to the consolidated financial statements of Okeanis Eco Tankers Corp. appearing in this Annual Report on Form 20-F for the year ended December 31, 2025.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

March 20, 2026