exhibit413

, as Lenders

(3)

NORDEA BANK ABP,

as Swap Bank

(4)

NORDEA BANK ABP,

FILIAL I NORGE,

as Agent

(5)

NORDEA BANK ABP,

FILIAL I NORGE,

as Bookrunner

(6)

NORDEA BANK ABP,

FILIAL I NORGE,

as Lead Arranger

(7)

NORDEA BANK ABP,

FILIAL I NORGE,

as Security Trustee

BACKGROUND

(A)

The Lenders have agreed to

make available to

the Borrowers,

on a joint and several basis,

a term

loan facility of

up to

the lesser

of (i)

$167,263,025 and

(ii) 60%

of the aggregate

Initial Market Value

of the Ships, for the purpose of re-financing the Existing Indebtedness.

(B)

The Swap Bank 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.

(C)

The Lenders and

the Swap Bank

have agreed

to share pari

passu in the

security to be

granted to

the Security Trustee pursuant to this Agreement.

OPERATIVE

PROVISIONS

INTERPRETATION

1.1

Definitions

Subject to Clause

1.4

(

General interpretation

), in this Agreement:

Accounts Pledges

" means,

together,

the Earnings

Account Pledges

in the

Agreed Form

and, in

the singular, means any of them.

Agency and

Trust Deed

" means

the agency

and trust

deed dated

the same

date as

this Agreement

and made between the same parties.

Agent

means

Nordea

Bank

Abp,

filial

Norge,

acting

such

capacity

through

its

office

Essendrops

gate

Postboks

1166,

Sentrum,

0107

Oslo,

920058817

MVA,

Norway,

any

successor of it appointed under clause 5 of the Agency and Trust Deed.

Agreed Form

" means in

relation to any

document, that

document in the

form approved in

writing

by the Agent

(acting on

the instructions of

all the Lenders)

or as otherwise

approved in accordance

with any other approval procedure specified in any relevant provision of any Finance Document.

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.

Arorae

" means Arorae Shipping

Company Inc., a corporation

incorporated and existing under

the

laws

the

Republic

the

Marshall

Islands

whose

registered

address

Trust

Company

Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

Approved

Broker

means

Arrow

Sale

Purchase

(UK)

Limited,

Breamar

Seascope

Limited,

Clarkson

Company

Limited,

Fearnleys

AS,

Maersk

Brokers

K.S.,

Simpson

Spence

Young

(London)

Ltd.

and

VesselsValue.Com

any

other

any

reputable

sale

and

purchase

broker

approved and appointed by the Agent subject to the prior written consent of the Borrowers.

Approved

Flag

" means

the Marshall

Islands flag

or any

other flag

that the

Agent may

approve

that the Ship is registered (such approval not to be unreasonably withheld or delayed).

Approved Flag State

" means the Republic of the Marshall Islands or any other

state in which the

Agent may,

at the request of

the Borrowers, approve

that a Ship is

registered (such approval

not

to be unreasonably withheld or delayed).

Approved Manager

" means, in relation to each Ship:

(a)

Diana

Shipping

Services

S.A.,

company

incorporated

and

existing

under

the

laws

Panama having its

registered office at

Edificio Universal, Piso 12,

Avenida Federico Boyd,

Panama, Republic of

Panama and maintaining

offices at 16

& 18 Pendelis

Street, 175 64,

Palaio Faliro, Greece; or

(b)

in relation to any Ship in respect of which the

relevant Borrower exercises its rights

under

Clause

14.24

(

Change of Approved Manager

), Diana Wilhelmsen Management Limited,

company

incorporated

and existing

under the

laws of

the Republic

of Cyprus

having

its

registered office

at 21 Vasili

Michailidi Street, 3026

Limassol, Cyprus and

maintaining an

office at 350 Syngrou Avenue, Kalithea, Greece; or

(c)

any other company which the Agent may,

with the authorisation of the Lenders, approve

from

time

the

technical

and/or

commercial

manager

each

Ship

(such

approval not to be unreasonably withheld or delayed).

Article

BRRD

means

Article

Directive

2014/59/EU

establishing

framework

for

the

recovery and resolution of credit institutions and investment firms.

Authorisation

" means an authorisation, consent, approval, resolution, licence,

exemption, filing,

notarisation, legalisation or registration.

Availability Period

" means the

period commencing

on the date

of this Agreement

and ending

on:

(a)

8 August 2024 (or

such later date as the

Agent may, with the authorisation of

the Lenders,

agree with the Borrowers); or

(b)

earlier,

the

date

which

the

Total

Commitments

are

fully

borrowed,

cancelled

terminated.

Bail-In Action

" means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation

" means:

(a)

relation

EEA

Member

Country

which

has

implemented,

which

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

in relation to the United Kingdom, the UK Bail

-In Legislation.

Balloon

Instalment

means

any

balloon

instalment

referred

Clause

8.1

(

Amount

repayment instalments

Basel III

" means, together:

(a)

the

agreements

capital

requirements,

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

Banking

Supervision in

December

2010, each as amended, supplemented or restated;

(b)

the

rules

for

global

systemically

important

banks

contained

"Global

systemically

important

banks:

assessment

methodology

and

the

additional

loss

absorbency

requirement

- Rules

text"

published by

the Basel

Committee

Banking Supervision

November 2011, as amended, supplemented or restated; and

(c)

any

further

guidance

standards

published

the

Basel

Committee

Banking

Supervision relating to "Basel III".

Beru

" means

Beru Shipping

Company Inc.,

a corporation

incorporated and existing

under the

laws

of the

Republic of

the Marshall

Islands whose

registered

address is

at Trust

Company Complex,

Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

Bonriki

" means

Bonriki Shipping

Company

Inc., a

corporation

incorporated

and existing

under

the laws

the Republic

of the

Marshall

Islands whose

registered

address

is at

Trust

Company

Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

Bookrunner

" means Nordea Bank Abp,

filial i Norge, acting in

such capacity through its office

Essendrops gate 7, Postboks 1166,

Sentrum, 0107 Oslo,

920058817 MVA,

Norway.

Borrower

" means

each of

Manra,

Jabwot, Arorae,

Tamana,

Beru, Bonriki,

Taongi,

Ejite,

Guam

and Palau and in the plural means, all of them.

Break Costs

" means the amount (if any) by which:

(a)

the interest 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

day

(other

than

Saturday

Sunday)

which

banks

are

open

for

general business in London, Athens and Oslo; and

(a)

New York;

and

(b)

(in relation to the fixing of an interest rate) which is a US Government Securities Business

Day.

Change of Control

" means the occurrence of

any of the following

acts, events or circumstances

without the prior written consent of the Agent:

(a)

a change in

the ownership of

any Borrower

from the date

of this Agreement

resulting in

such

Borrower

not being

a direct

indirect

wholly-owned subsidiary

the

Corporate

Guarantor;

and/or

(b)

the Palios

Family (either

directly or indirectly

through companies

legally and beneficially

owned)

ceases

own

least

12.5

per

cent.

the

common

stock

the

Corporate

Guarantor;

and/or

(c)

the Palios

Family (either

directly or indirectly

through companies

legally and beneficially

owned) ceases

to control at

least 25 per

cent. of

the maximum

number of

votes that might

cast

respect

any

matter

submitted

the

vote

the

shareholders

the

Corporate Guarantor;

and/or

(d)

Semiramis

Paliou

ceases

hold

Chief

Executive

Officer

position

the

Corporate

Guarantor and

active role

in the decision making

in respect of

the Corporate

Guarantor;

and/or

(e)

the shares of the Corporate Guarantor cease to be listed

on the New York Stock Exchange

or any other stock exchange acceptable to the Agent.

Charter

" means,

in relation

to each

Ship, any

time charter

or other

contract of

employment in

respect

that

Ship

with

duration

exceeding

(or

capable

exceeding)

months

any

bareboat charter in respect of such Ship and, in the plural, means all of them.

Charterer

" means any entity

which has entered into, or

will enter into,

a Charter with a

Borrower

in respect of the Ship owned by it.

Charterparty Assignment

" means,

in relation

to each

Charter,

a specific deed

of assignment

the

rights

the

Borrower

who

party

that

Charter

executed

that

Borrower in favour

of the

Security Trustee in

the Agreed

Form and,

in the

plural, means

all of

them.

Code

" means the US Internal Revenue Code of 1986.

Commitment

" means,

in relation

to a

Lender,

the amount

set opposite

its name in

or,

the

case

may

require,

the

amount

specified

the

relevant

Transfer

Certificate,

that

amount may be reduced, cancelled or terminated in accordance

with this Agreement (and "

Total

Commitments

" means the aggregate of the Commitments of all the Lenders).

Confirmation

and

Early

Termination

Date

relation

any

continuing

Designated

Transaction, have the meanings given in the Master Agreement.

Contractual Currency

" has the meaning given in Clause

(

Currency indemnity

Contribution

" means, in relation to a Lender, the part of the Loan which is owing to that Lender.

Corporate Guarantee

" means a

corporate guarantee

of the obligations

of the Borrowers

under

this Agreement, the Master Agreement and the other Finance Documents.

Corporate Guarantor

" mean Diana Shipping Inc., a corporation domesticated and existing under

the laws

the Republic

of the

Marshall

Islands whose

registered

address

is at

Trust

Company

Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

CRD IV

" means:

(a)

Regulation (EU)

No 575/2013

of the

European Parliament

and of

the Council

of 26

June

2013

prudential

requirements

for

credit

institutions

and

investment

firms

and

amending regulation (EU) No. 648/2012,

as amended by Regulation (EU) 2019/876;

(b)

Directive 2013/36/EU of the

European Parliament and

of the Council of 26

June 2013 on

access

the

activity

credit

institutions

and

the

prudential

supervision

credit

institutions

and

investment

firms,

amending

Directive

2002/87/EC

and

repealing

Directives 2006/48/EC and 2006/49/EC, as amended by Directive (EU) 2019/878;

and

(c)

any other law or regulation which implements Basel III.

Creditor Party

" means the

Agent, the Lead

Arranger,

the Bookrunner,

the Security Trustee,

the

Swap Bank or any Lender, whether as at the date of this Agreement or at any later time.

Designated Transaction

" means a Transaction which fulfils the following requirements:

(a)

it is

entered into by

the Borrowers pursuant

to the

Master Agreement with

the Swap

Bank;

(b)

its purpose is the hedging

of all or part of

the Borrowers'

exposure to fluctuations in Term

SOFR under this Agreement for a period expiring no later than the Termination Date;

and

(c)

it is designated by the Borrowers, by delivery

by the Borrowers to the Agent of a notice

designation

the

form

set

out

Schedule

(

Designation

Notice

Designated

Transaction for the purposes of the Finance Documents.

Dollars

" and "

" means the lawful currency for the time being of the United States of America.

Drawdown Date

" means

the date

requested by

the Borrowers

for the

Loan to

be made,

or (as

the context requires) the date on which the Loan is actually made.

Drawdown Notice

" means a

notice in

the form

set out

Schedule 2

(

Drawdown Notice

) (or in

any other form which the Agent approves or reasonably requires).

Earnings

" means, in

relation to a

Ship, all moneys

whatsoever which are

now,

or later

become,

payable (actually

or contingently)

to the

Borrower owning

that Ship

or the

Security Trustee

and

which arise out of the use or operation of that Ship, including (but not limited to):

(a)

except to the extent that they fall within paragraph

(b);

(i)

all freight, hire and passage moneys;

(ii)

compensation

payable

Borrower

the

Security

Trustee

the

event

requisition of a Ship for hire;

(iii)

remuneration for salvage and towage services;

(iv)

demurrage and detention moneys;

(v)

damages for breach

(or payments for

variation or

termination) of

any charterparty

or other contract for the employment of a Ship; and

(vi)

all moneys which are at any

time payable under any Insurances in

respect of loss

of hire; and

(b)

and

whenever

Ship

employed

terms

whereby

any

moneys

falling

within

paragraphs

(a)(i)

(vi)

are pooled or

shared with any other

person, that proportion

of the

net receipts

of the

relevant pooling

or sharing

arrangement which

is attributable

to the

Ship.

Earnings Account

" means an

account in the

name of each

Borrower with the

Agent designated

name

of the

Borrower

] -

Earnings

Account",

any

other

account

which

is designated

the

Agent as an Earnings Account for the purposes of this Agreement.

Earnings Account Pledge

" means, in

respect of each Earnings

Account, a deed

creating security

in the Agreed Form.

EEA Member Country

" means any

member state of

the European Union,

Iceland, Liechtenstein

and Norway.

Ejite

" means Ejite

Shipping Company Inc.,

a corporation incorporated and existing

under the laws

of the

Republic of

the Marshall

Islands whose

registered

address is

at Trust

Company Complex,

Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

Environmental

Approval

means

any

present

future

permit,

ruling,

variance

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

Environmental

Incident

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

any asset.

Environmental Incident

" means:

(a)

any

release,

emission,

spill

discharge

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

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

some

other

incident

navigation

operation,

either

case,

connection

with

which

Ship

actually

potentially

liable

arrested,

attached,

detained or injuncted

and/or a Ship

and/or any Borrower 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

Ship

and

connection

with

which

Ship

actually

potentially

liable

arrested

and/or

where

any

Borrower

and/or

any

operator

manager

Ship

fault

allegedly

fault

otherwise

liable

any

legal

administrative action.

Environmental

Law

means

any

present

future

law

relating

vessel

disposal,

energy

efficiency,

carbon

reduction,

emissions,

emissions

trading,

pollution

protection

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.

EU Bail-In

Legislation Schedule

" means

the document

described as

such and

published by

the

Loan Market Association (or any successor organisation) from time to time.

EU Ship Recycling Regulation

" means Regulation (EU)

No 1257/2013 of

the European Parliament

and

the

Council

November

2013

ship

recycling

and

amending

Regulation

(EC)

1013/2006 and Directive 2009/16/EC.

Event of Default

" means any of

the events or circumstances

described in Clause

19.1

(

Events of

Default

Executive Order

means an order issued by the president of the United States of America.

Existing Facility

Agreements

" means

each of

Existing Facility

Agreement A

and Existing

Facility

Agreement B.

Existing Facility Agreement A

" means the loan agreement dated 20 June 2023 and made among

(i) Guam, Palau and the

other entities listed therein as

joint and several

borrowers, (ii) the banks

and financial

institutions listed

therein, as

lenders, (iii)

Nordea Bank

Abp as

swap bank

and (iv)

Nordea Bank Abp, Filial i Norge Branch as agent, lead arranger and security trustee in respect of

loan

facility

(originally)

$22,500,000,

such

loan

agreement

may

have

been

further

amended, supplemented, novated and/or restated from time to time.

Existing Facility Agreement

" means the loan

agreement dated 30

September 2022 and made

among (i) Manra, Jabwot,

Arorae, Tamana, Beru, Bonriki, Ejite, Taongi and the other

entities listed

therein as

joint and

several borrowers,

(ii) the

banks and

financial institutions

listed therein,

lenders,

(iii) Nordea

Bank Abp

as swap

bank and

(iv) Nordea

Bank Abp,

Filial i

Norge

Branch as

agent,

lead

arranger

and

security

trustee

respect

loan

facility

(originally)

$200,000,000, as such loan agreement may have been further amended, supplemented, novated

and/or restated from time to time.

Existing Indebtedness

" means,

as at

any date, (i)

the outstanding Financial

Indebtedness of

Guam

and Palau under

the Existing Facility Agreement

A, amounting to

$18,000,000 as

at the date of

this

Agreement

and

(ii) the

outstanding

Financial Indebtedness

Manra,

Jabwot,

Arorae,

Tamana,

Beru, Bonriki, Ejite

and Taongi under the Existing

Facility Agreement B amounting

to $149,263,025

in total as at the date of this Agreement,

as the context may require.

Existing

Security

Interests

means

any

Security

Interests

created

secure

the

Existing

Indebtedness under each Existing Facility Agreement.

Facility Office

" means

the office

or offices

notified by

a Lender

to the

Agent in

writing on

or before

the date it becomes a Lender (or,

following that date, by not less than five Business Days'

written

notice) as the office or offices through which it will perform its obligations under this Agreement.

Fallback Interest Period

" means one Month.

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

above; or

(c)

any agreement pursuant

to the implementation of

any treaty,

law or regulation referred

to in paragraphs

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 Documents

" means:

(a)

this Agreement;

(b)

the Agency and Trust Deed;

(c)

the Master Agreement;

(d)

the Master Agreement Assignment;

(e)

the Corporate Guarantee;

(f)

the General Assignments;

(g)

the Mortgages;

(h)

the Accounts Pledges;

(i)

the Shares Pledges;

(j)

the Manager's Undertakings;

(k)

any Charterparty Assignment; and

(l)

any other document (whether

creating a Security Interest or

not) which is

executed at any

time

any

Borrower,

the

Corporate

Guarantor,

the

Approved

Manager

any

other

person as security for, or to establish any form of subordination or priorities arrangement

relation

to,

any

amount

payable

the

Lenders

and/or

the

Swap

Bank

under

this

Agreement or any of the other documents referred to in this definition.

Financial Indebtedness

" means, in relation to a person (the "

debtor

"), a liability of the debtor:

(a)

for

principal, interest

any

other

sum

payable

respect of

any

moneys

borrowed

raised by the debtor;

(b)

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

(c)

under

any

acceptance

credit,

guarantee

letter

credit

facility

dematerialised

equivalent made available to the debtor;

(d)

under

financial

lease,

deferred

purchase

consideration

arrangement

any

other

agreement having the

commercial effect of

a borrowing

or raising of

money by the

debtor;

(e)

under any foreign

exchange transaction, any

interest or currency

swap or any other

kind

of derivative transaction entered into by the debtor or, if the agreement under which any

such transaction

is entered

into

requires netting

of mutual

liabilities, the

liability of

the

debtor for the net amount; or

(f)

under a guarantee,

indemnity or similar obligation

entered into

by the debtor

in respect

liability

another

person

which

would

fall

within

paragraphs

the

references to the debtor referred

to the other person.

Financial Year

" means,

in relation to

the Corporate Guarantor, each period

of 1

year commencing

on 1 January in respect of which its annual audited accounts are or ought to be prepared.

Fleet Vessels

" means all of the

vessels (including, but not

limited to, the Ships) from time

to time

wholly owned by members of the Group (each a "

Fleet Vessel

").

Funding

Rate

means

any

individual

rate

notified

Lender

the

Agent

pursuant

sub-

paragraph

of paragraph

of Clause

(

Cost of funds

GAAP

means,

any

time,

the

most

recent

and

updated

generally

accepted

accounting

principles in the United States of America.

General Assignment

" means,

in relation

to each

Ship, a first

priority general

assignment of

the

Earnings, the Insurances and any Requisition Compensation

in the Agreed Form and,

in the plural,

means all of them.

Group

" means the Corporate Guarantor and all its subsidiaries (including, but not limited to, the

Borrowers)

from

time

during the

Security Period

and

member of

the Group

shall

construed accordingly.

Guam

" means Guam Shipping Company

Inc., a corporation incorporated

and existing under the

laws

the

Republic

the

Marshall

Islands

whose

registered

address

Trust

Company

Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

Hong

Kong

Convention

means

the

International

Maritime

Organization's

convention

for

the

Safe and Environmentally Sound Recycling

of Ships, 2009

together with the

guidelines to be

issued

by the International Maritime Organization in connection with such convention.

IACS

" means the International Association of Classification Societies.

Initial

Market

Value

means,

respect

Ship,

the

Market

Value

determined

the

valuations referred to in paragraph 5 of Part

B of Schedule 3 (

Conditions precedent documents

Insurances

" means, in relation to a Ship:

(a)

all policies and contracts of

insurance, including entries of such

Ship in any protection and

indemnity

war

risks

association,

effected

respect

such

Ship,

its

Earnings

otherwise in relation to such

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 the foregoing, including any

rights to a return of

a premium and any rights in

respect of any claim whether or not

the

relevant

policy,

contract of

insurance or

entry has

expired on

or before

the date

of this

Agreement.

Interest Period

" means, in relation to the Loan

or any part of the Loan, each

period determined

accordance

with

Clause

(

Interest

Periods

)

and,

relation

Unpaid

Sum,

each

period

determined in accordance with Clause

5.3

(

Default interest

Interpolated

Term

SOFR

means,

relation

the

Loan

any

part

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

the

Quotation

Day)

for

the longest

period (for

which Term SOFR is available) which is less than

the Interest Period of the Loan

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

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.

Inventory

Hazardous

Material

means,

relation

each

Ship, an

inventory

certificate

statement

compliance

(as

applicable)

issued

such

Ship's

classification

society

which

supplemented by a

list of any

and all materials

known to be

potentially hazardous utilised

in the

construction of such Ship pursuant to the requirements of the EU Ship Recycling Regulation.

ISM

Code

means

the

International

Safety

Management

Code

(including

the

guidelines

its

implementation),

adopted

the

International

Maritime

Organisation,

the

same

may

amended

supplemented

from

time

(and

the

terms

safety

management

system

Safety Management Certificate

" and "

Document of

Compliance

" have the

same meanings

as are

given to them in the ISM Code).

ISPS

Code

means

the

International

Ship

and

Port

Facility

Security

Code

adopted

the

International Maritime

Organisation, as

the same may

be amended or

supplemented from

time

to time.

ISSC

" means

a valid

and current

International Ship

Security Certificate

issued under

the ISPS

Code.

Jabwot

" means

Jabwot

Shipping Company

Inc., a

corporation

incorporated

and existing

under

the laws

the Republic

of the

Marshall

Islands whose

registered

address

is at

Trust

Company

Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

Lead Arranger

" means Nordea Bank

Abp, filial i Norge,

acting in such capacity through

its office

at Essendrops gate 7, Postboks 1166,

Sentrum, 0107 Oslo,

920058817 MVA,

Norway.

Lender

" means

a bank

or financial

institution listed

(

Lenders and

Commitments

)

and

acting

through

its

branch

indicated

(

Lenders

and Commitments

)

(or

through

another

branch

notified

the

Agent

under

Clause

26.14

(

Change

Facility

Office

))

its

transferee, successor or assign and, in the plural, means all of them.

Loan

" means

the aggregate

principal amount outstanding

under this Agreement

and a "

part of

the Loan

" means any part of the Loan as the context may require.

Major Casualty

" means,

in relation

to a

Ship, any

casualty to

that Ship

in respect

of which

the

claim

the

aggregate

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)

before

the

Loan

has

been

made,

Lender

Lenders

whose

Commitments

aggregate

more than 66.67 per cent. of the Total Commitments; and

(b)

at any

other time,

a Lender or

Lenders whose

Contributions aggregate

more than

66.67

per cent. of the Loan.

Management Agreement

" means,

in relation

to each

Ship, an

agreement made

or to

be made

between the Borrower who is

the owner of such

Ship and the

Approved Manager in respect

of the

commercial and technical management of such Ship in the Agreed Form and, in the

plural, means

all of them.

Manager's Undertaking

" means, in relation

to each Ship, a

letter of undertaking executed

or to

executed

the

Approved

Manager

favour

the

Security

Trustee

the

Agreed

Form

agreeing certain matters in relation

to the management of that Ship and subordinating the rights

of the Approved

Manager against

that Ship and

the Borrower

which is the

owner thereof to

the

rights of the Security Trustee under the Finance Documents and, in the plural, means all of them.

Manra

" means Manra Shipping Company Inc.,

a corporation incorporated and existing under the

laws

the

Republic

the

Marshall

Islands

whose

registered

address

Trust

Company

Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

Margin

" means 2.00 per cent. per annum.

Market Disruption Rate

" means the Reference Rate.

Market Value

" means,

in relation

to each

Ship (and

each other

Fleet Vessel),

the market

value

thereof determined in accordance with Clause

(

Valuation of Ships

Master

Agreement(s)

means

each

master

agreement

(on

the

2002

ISDA

Master

Agreement

form) in the Agreed Form made or to be made between (i) any of the Borrowers and (ii) the

Swap

Bank

and

includes

all

Designated

Transactions

from

time

entered

into,

and

all

Confirmations of such Designated Transactions

from time to time exchanged,

under such master

agreements.

Master Agreement Assignment

" means the assignment of the Master Agreement in the Agreed

Form.

Material

Adverse

Effect

" means

the

reasonable opinion

the Majority

Lenders

a material

adverse effect on:

(a)

the business,

operations,

property,

condition (financial

otherwise) of

the Borrowers,

the Corporate Guarantor,

any Approved Manager which is a member of the Group or the

Group as a whole; or

(b)

the ability of

any Borrower

or the

Corporate Guarantor

to perform

its obligations

under

any Finance Document; or

(c)

the validity

or enforceability

of,

or the

effectiveness or

ranking of

any Security

Interests

granted or intended

to be granted

pursuant to any

of, the Finance

Documents or

the rights

or remedies of any Creditor Party under any of the Finance Documents.

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

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

a calendar

month, that

Interest

Period

shall

end

the last

Business Day

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 preferred Marshall Islands

ship mortgage on

that

Ship in the Agreed Form and, in the plural, means all of them.

Namorik

" means Namorik

Shipping Company Inc., a

corporation incorporated and existing under

the laws

the Republic

of the

Marshall

Islands whose

registered

address

is at

Trust

Company

Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

Notifying Lender

" has

the meaning

given in

Clause

23.1 (

Illegality

) or

Clause

24.1 (

Increased costs

)

as the context requires.

Palau

" means

Palau Shipping

Company Inc.,

a corporation

incorporated and

existing under

the

laws

the

Republic

the

Marshall

Islands

whose

registered

address

Trust

Company

Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

"Palios Family"

means, together,

each of the following:

(a)

Mr.

Simeon Palios;

(b)

all the lineal descendants in direct line of Mr. Simeon Palios;

(c)

a husband or wife or widower or widow of any of the above persons;

(d)

the

estates,

trusts

legal

representatives

which

any

the

above

persons

are

the

beneficiaries; and

(e)

each company legally

or beneficially owned or

(as the case may

be) controlled by one

the

persons

entities

which

would

fall

within

paragraphs

(a)

(d)

this

definition,

and each one of the above shall be referred to as "

a member of the Palios Family

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.

Payment Currency

" has the meaning given in Clause

(

Currency indemnity

Permitted Security Interests

" means:

(a)

Security Interests created by the Finance Documents;

(b)

until the Drawdown Date, the Existing Security Interests;

(c)

liens for unpaid master's and crew's wages in accordance with usual maritime practice;

(d)

liens for salvage;

(e)

liens arising

by operation

of law

for not

more than

two months'

prepaid hire

under any

charter in relation to a Ship not prohibited by this Agreement;

(f)

liens for master's disbursements incurred in the ordinary course

of trading and any other

lien arising

by operation of

law or

otherwise in

the ordinary

course of the

operation, repair

or maintenance of a

Ship, provided such liens do not

secure amounts more than

30 days

overdue (unless the overdue amount is being contested by the

relevant Borrower in good

faith by appropriate

steps) and subject, in

the case of liens

for repair or

maintenance, to

Clause

14.15(g)

(

Restriction on chartering, appointment of managers etc.

);

(g)

any

Security Interest

created

in favour

of a

plaintiff or

defendant in

any proceedings

arbitration as security for costs and expenses where a Borrower is actively prosecuting or

defending such proceedings or arbitration in good faith; and

(h)

Security Interests arising by operation of

law in respect of

taxes which are not overdue for

payment or in

respect of taxes

being contested in

good faith by appropriate

steps and in

respect of which appropriate reserves have been made.

Pertinent Document

" means:

(a)

any Finance Document;

(b)

any policy or

contract of insurance

contemplated by or

referred to in Clause

13 (

Insurance

)

or any other provision of this Agreement or another Finance Document;

(c)

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

(d)

any

document

which

has

been

any

time

sent

Servicing

Bank

contemplation of or

in connection with any

Finance Document or any

policy, contract

document falling within paragraphs

(c).

Pertinent Jurisdiction

", in relation to a company, means:

(a)

England and Wales;

(b)

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

(c)

country

which

the

company

has

the

centre

its

main

interests

which

the

company's central management and control is or has recently been exercised;

(d)

a country

in which

the overall

net income

of the

company is

subject to

corporation tax,

income tax or any similar tax;

(e)

country

in which

assets of

the company

(other than

securities issued

by,

loans to,

companies)

having

substantial

value

are

situated,

which

the

company

maintains a branch or

permanent place of

business, or in

which a Security

Interest created

by the company must

or should be

registered in order to

ensure its validity

or priority; and

(f)

a country

the courts

of which

have jurisdiction

to make

a winding

up, administration

similar

order

relation

the

company,

whether

main

territorial

ancillary

proceedings, or which would have

such jurisdiction if their assistance

were requested

the courts of a country referred to in paragraphs

(c).

Pertinent Matter

" means:

(a)

any

transaction

matter

contemplated

by,

arising

out

of,

connection

with

Pertinent Document; or

(b)

any statement relating to

a Pertinent

Document or

to a transaction

or matter falling

within

paragraph

(a),

and covers

any such

transaction, matter

or statement,

whether entered

into, arising

or made at

any time before the signing of this Agreement or on or at any time after that signing.

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 from time to time.

Potential Event of Default

" means an event or

circumstance which, with the

giving of any notice,

the lapse of

time, a determination of

the Lenders and/or

the satisfaction of

any other condition,

would constitute an Event of Default.

Quotation Day

" means, in relation to

any period for which

an interest rate

is to be determined,

two

Government

Securities Business

Days

before

the

first

day

that

period unless

market

practice

differs

in the

relevant

syndicated

loan market

in which

case the

Quotation Day

will be

determined

the

Agent

accordance

with

that

market

practice

(and

quotations

would

normally be given on more than one day, the Quotation Day will be the last of those days).

Reference Rate

" means, in relation to the Loan or any part of the Loan:

(a)

the applicable Term

SOFR as of 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

7.1

(

Unavailability of Term SOFR

and if, in either case, that rate is less than zero,

the Reference Rate shall be deemed to be zero

Relevant

Market

means

the

market

for

overnight

cash

borrowing

collateralised

Government Securities.

Relevant Nominating

Body

" means

any applicable

central bank,

regulator or

other supervisory

authority or

a group

them, or

any

working

group or

committee

sponsored

chaired

by,

constituted at the request of, any

of them or the Financial Stability Board.

Relevant Person

" has the meaning given in Clause

19.9

(

Relevant Persons

Repayment

Date

" means

a date

on which

a repayment

is required

to be

made under

Clause

(

Repayment and Prepayment

Repayment Instalment

" means any

repayment instalment

referred to

in Clause

8.1

(

Amount of

repayment instalments

Requisition Compensation

" includes all

compensation or other

moneys payable by reason

of any

act or event such as is referred to in paragraph

of the definition of "

Total Loss

Resolution

Authority

means

any

body

which

has

authority

exercise

any

Write-down

and

Conversion Powers.

Restricted Party

" means a person:

(a)

that

is listed

any

Sanctions List

(whether designated

name or

by reason

being

included in a class of person);

(b)

located, organised or resident in a country

or territory that is the target of Sanctions that

broadly

prohibit

dealings

with

that

country

territory

(currently,

Crimea,

Cuba,

Iran,

North Korea, Syria, Donetsk and Luhansk); or

(c)

that is directly

or indirectly owned or

controlled by a

person referred

to in (a) and/or

(b)

above; or

(d)

with which any

Lender is prohibited

from dealing or

otherwise engaging in a

transaction

with by any Sanctions.

Sanctions Authority

" means the Norwegian State,

the United Nations, the European

Union, the

member states of the European

Union, the United Kingdom,

the United States of America

and any

authority,

official

institution

agency

acting

behalf

any

them

connection

with

Sanctions.

Sanctions

means

the

economic

financial

Sanctions

and/or

regulations,

trade

embargoes,

prohibitions,

restrictive

measures,

decisions,

Executive

Orders

notices

from

regulators

implemented,

adapted,

imposed,

administered,

enacted

and/or

enforced

any

Sanctions

Authority.

Sanctions List

" means a

list of

persons or

entities published in

connection with Sanctions

by or

on behalf of any Sanctions Authority.

Secured

Liabilities

means

all

liabilities

which

the

Borrowers,

the

Corporate

Guarantor,

the

Security Parties or any

of them have, at

the date of this Agreement

or at any

later time or times,

under

connection

with

any

Finance

Document

any

judgment

relating

any

Finance

Document; and for this purpose, there shall be disregarded any total or partial discharge of these

liabilities, or variation of their terms, which is effected

by, or

in connection with, any bankruptcy,

liquidation, arrangement or other procedure under

the insolvency laws of any country.

Security Interest

" means:

(a)

a mortgage, charge (whether

fixed or floating)

or pledge, any

maritime or

other lien

or any

other security interest of any kind;

(b)

the security rights of a plaintiff under an action

in rem

; and

(c)

any

arrangement

entered

into

person

(A)

the

effect

which

place

another

person

(B)

in a

position which

similar,

in economic

terms,

the

position in

which

would have been had he held a security interest over an asset of A; but this paragraph

does not apply to a right of set off or

combination of accounts conferred by the

standard

terms of business of a bank or financial institution.

Security Party

" means

the Corporate

Guarantor,

the Approved

Manager and

any other

person

(except

Creditor

Party)

who,

surety

mortgagor,

party

any

subordination

priorities

arrangement,

any

similar

capacity,

executes

document

falling

within

the

last

paragraph of the definition of "

Finance Documents

Security Period

" means the

period commencing

on the date

of this Agreement

and ending on

the

date on which

the Agent notifies

the Borrowers, the

Security Parties and

the other

Creditor Parties

that:

(a)

all amounts which have become due for

payment by the Borrowers

or any Security Party

under the Finance Documents have been paid;

(b)

no amount is owing

or has accrued (without yet

having become due for

payment) under

any Finance Document;

(c)

neither

Borrower

nor

any

Security

Party

has

any

future

contingent

liability

under

Clause

(

Fees and expenses

(

Indemnities

) or

(

No set-off or Tax Deduction

) below

or any other provision of this Agreement or another Finance Document; and

(d)

the Agent,

the Security Trustee

and the Majority

Lenders do not

consider that there

is a

significant risk that

any payment or

transaction under a Finance

Document would be

set

aside,

would

have

reversed

adjusted,

any

present

possible

future

bankruptcy

the

Borrowers

Security

Party

any

present

possible

future

proceeding relating to

a Finance Document or

any asset covered

(or previously covered)

by a Security Interest created by a Finance Document.

Security Trustee

" means Nordea

Bank Abp, filial

i Norge, acting in

such capacity through its

office

Essendrops

gate

Postboks

1166,

Sentrum,

0107

Oslo,

920058817

MVA,

Norway,

any

successor of it appointed under clause 5 of the Agency and Trust Deed.

Selection Notice

" means a

notice substantially in

the form set

out in Schedule

6 (

Selection Notice

)

given in accordance with Clause 6 (

Interest Periods

Servicing Bank

" means the Agent or the Security Trustee.

Pledge

means,

relation

each

Borrower,

deed

executed

the

Corporate

Guarantor,

creating security over the equity interests of

that Borrower in the Agreed Form and,

the plural, means all of them.

Ship

means

the

2015-built

Ultaramax

bulk

carrier

vessel

60,508

deadweight

tonnage

registered in the name of Manra under the

Approved Flag under IMO No.

9747390 with the name

"DSI PEGASUS".

Ship

means

the

2017-built

Ultaramax

bulk

carrier

vessel

60,456

deadweight

tonnage

registered in the name

of Jabwot under

the Approved Flag

under IMO No.

9738337 with the

name

"DSI PHOENIX".

Ship

means

the

2016-built

Ultaramax

bulk

carrier

vessel

60,309

deadweight

tonnage

registered in the name of Arorae under

the Approved Flag under

IMO No. 9749269 with

the name

"DSI AQUARIUS".

Ship

means

the

2015-built

Ultaramax

bulk

carrier

vessel

60,446

deadweight

tonnage

registered in the

name of

Tamana under the

Approved Flag

under IMO

No. 9747405

with the

name

"DSI POLLUX".

Ship

means

the

2018-built

Ultaramax

bulk

carrier

vessel

60,362

deadweight

tonnage

registered in

the name of Beru

under the Approved

Flag under IMO

No. 9800635 with the

name

"DSI PYXIS".

Ship

means

the

2015-built

Ultaramax

bulk

carrier

vessel

60,309

deadweight

tonnage

registered in the name of

Bonriki under the

Approved Flag under IMO

No. 9729362 with

the name

"DSI AQUILA".

Ship

means

the

2018-built

Ultaramax

bulk

carrier

vessel

60,404

deadweight

tonnage

registered in

the name of

Ejite under the

Approved Flag under

IMO No. 9738349

with the name

"DSI POLARIS".

Ship

means

the

2016-built

Ultaramax

bulk

carrier

vessel

60,309

deadweight

tonnage

registered in the name of Taongi under the Approved Flag

under IMO No. 9749245

with the name

"DSI ALTAIR

Ship

means

the

2012-built Post

-Panamax

bulk

carrier

vessel

98,697

deadweight

tonnage

registered in the name of Guam under the Approved Flag under IMO No. 9599157 with the name

of "AMPHITRITE".

Ship

" means

the 2012-built

Post-Panamax

bulk carrier

vessel

98,704 deadweight

tonnage

registered in the name of Palau

under the Approved Flag under IMO No. 9598660 with the name

of "POLYMNIA".

Ships

" means,

together,

Ship A, Ship

B, Ship

C, Ship

D, Ship

E, Ship

Ship G,

Ship H, Ship

I and

Ship J and, in the singular, means any of them.

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).

Statement

of Compliance

means

Statement

Compliance related

fuel oil

consumption

pursuant to regulations 6.6 and 6.7 of Annex VI.

Swap Bank

" means Nordea Bank Abp.

Swap Exposure

" means, as

at any

relevant date,

the amount certified

by the

Swap Bank

to the

Agent to be the aggregate net amount in Dollars which would be payable by the

Borrowers to the

Swap Bank

under (and

calculated in

accordance with)

section 6(e)

(

Payments on Early

Termination

)

the

Master

Agreement

Early

Termination

Date

had

occurred

the

relevant

date

relation to all outstanding Designated Transactions

Tamana

" means Tamana

Shipping Company Inc., a corporation

incorporated and existing

under

the laws

the Republic

of the

Marshall

Islands whose

registered

address

is at

Trust

Company

Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

Taongi

" means Taongi Shipping

Company Inc., a

corporation incorporated and existing

under the

laws

the

Republic

the

Marshall

Islands

whose

registered

address

Trust

Company

Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands.

Termination

Date

means

the

date

falling

the

sixth

anniversary

the

Drawdown

Date

respect of the Loan.

Term

SOFR

means

the

term

SOFR

reference

rate

administered

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

republication

the

administrator) by CME Group

Benchmark Administration Limited

(or any other

person which takes

over the publication of that rate).

Total Loss

" means, in relation to a Ship

(a)

actual, constructive, compromised, agreed or arranged total loss of such Ship;

(b)

any

expropriation,

confiscation,

requisition or

acquisition of

such

Ship, whether

for

full

consideration,

consideration

less

than

its

proper

value,

nominal

consideration

without any consideration, which is effected by any government

or official authority or

any person

or persons

claiming to

be or

to represent

a government

or official

authority

(excluding a requisition

for hire for

a fixed period not

exceeding 1 year

without any right

extension)

unless

within

one

month

redelivered

the

full

control

the

Borrower owning that Ship;

(c)

any condemnation of such Ship by any tribunal or by any person or person claiming to be

a tribunal; and

(d)

any

arrest,

capture,

seizure

detention

such

Ship (including

any

hijacking or

theft)

unless it is

within 30 days redelivered

to the full

control of the Borrower

owning such Ship.

Total Loss Date

" means, in relation to a Ship:

(a)

the

case

actual

loss

such

Ship,

the

date

which

occurred

or,

that

unknown, the date when such Ship was last heard of;

(b)

in the case of

a constructive, compromised, agreed

or arranged total loss of

such Ship, the

earliest of:

(i)

the date on which a notice of abandonment is given to the insurers; and

(ii)

the date of any compromise, arrangement or agreement made by or on behalf of

the

Borrower

owning

such

Ship

with

such

Ship's

insurers

which

the

insurers

agree to treat such Ship as a total loss; and

(c)

in the case of any other type of

total loss, on the date (or the most likely date) on which it

appears to the Agent that the event constituting the total loss occurred.

Transaction

" has the meaning given in the Master Agreement.

Transfer Certificate

" has the meaning given in Clause

(

Transfer by a Lender

Trust Property

" has the meaning given in clause 3.1 of the Agency and Trust Deed.

UK Bail-In Legislation

" means Part 1 of the United Kingdom Banking Act 2009 and any other law

regulation

applicable

the

United

Kingdom

relating

the

resolution

unsound or

failing

banks,

investment

firms

other

financial

institutes

their

affiliates

(otherwise than

through

liquidation, administration or other insolvency proceedings).

Unpaid Sum

" means any sum due and payable but unpaid by a Security Party under

the Finance

Documents.

" 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.

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

cancel, transfer

or dilute

shares issued

by a

person that

is a

bank or

investment

firm or

other

financial

institution

affiliate

bank,

investment

firm

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

person

that

bank

investment

firm

other

financial

institution

affiliate of a bank,

investment firm or

other financial institution,

to cancel, reduce,

modify

change

the

form

liability

such

person

any

contract

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

instrument

have

effect

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 of certain terms

In this Agreement:

administration

notice

means

notice

appointing

administrator,

notice

intended

appointment and

any other notice

which is required

by law

(generally or

in the case

concerned)

to be filed with the court or given to a person

prior to, or in connection with, the appointment of

an administrator.

approved

" means, for the purposes of Clause

(

Insurance

), approved in writing by the Agent.

asset

" includes

every kind

of property,

asset, interest

or right,

including any

present, future

contingent right to any revenues or other payment.

(i)

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

length to the Interest Period of the Loan or that part of the Loan.

company

" includes any partnership, joint venture and unincorporated association.

consent

includes

authorisation,

consent,

approval,

resolution,

licence,

exemption,

filing,

registration, notarisation and legalisation.

contingent liability

" means

a liability

which is

not certain

to arise

and/or the

amount of

which

remains unascertained.

document

" includes a deed; also a letter or fax.

excess risks

" means, in

relation to

a Ship, the

proportion of claims

for general

average,

salvage

and salvage charges not recoverable under the hull and machinery policies in

respect of such Ship

in consequence of its

insured value being less

than the value at which

such Ship is assessed

for the

purpose of such claims.

expense

means

any

kind

cost,

charge

expense

(including

all

legal

costs,

charges

and

expenses) and any applicable value added or other tax.

law

" includes any order or

decree, any form

of delegated legislation, any

treaty or international

convention and any

regulation or resolution of

the Council of the European

Union, the European

Commission, the United Nations or its Security Council.

legal or administrative action

" means any legal proceeding or arbitration and any administrative

or regulatory action or investigation.

liability

" includes

every kind

of debt or

liability (present or

future, certain or

contingent), whether

incurred as principal or surety or otherwise.

obligatory insurances

" means,

in relation

to a

Ship, all

insurances effected, or

which the

Borrower

owning such

Ship is

obliged to

effect,

under Clause

(

Insurance

) or

any other

provision of

this

Agreement or another Finance Document.

parent company

" has the meaning given in Clause

1.3

(

Meaning of "subsidiary"

person

" includes any

company; any

state, political

sub-division of a state

and local or municipal

authority; and any international organisation.

policy

relation

any

insurance,

includes

slip,

cover

note,

certificate

entry

other

document evidencing the contract of insurance or its terms.

protection

and indemnity

risks

" means

the usual

risks covered

by a

protection and

indemnity

association managed in

London, including pollution risks

and the proportion

(if any) of

any sums

payable to

any other

person or

persons in

case of

collision which are

not recoverable

under the

hull and machinery policies

by reason of the incorporation in them

of clause 6 of the

International

Hull Clauses (1/11/02

or 1/11/03), clause

8 of the

Institute Time Clauses

(Hulls) (1/11/95)

or clause

8 of

the Institute Time

Clauses (Hulls) (1/10/83)

or the Institute

Amended Running Down

Clause

(1/10/71) or any equivalent provision.

regulation

" includes any regulation,

rule, official directive, request

or guideline (either

having the

force of law or compliance

with which is reasonable

in the ordinary

course of business of

the party

concerned) whether

not having

the force

of law

of any

governmental,

intergovernmental

supranational

body,

agency,

department

regulatory,

self-regulatory

other

authority

organisation.

subsidiary

" has the meaning given in Clause

1.3

(

Meaning of "subsidiary"

successor

" includes

any person

who is

entitled (by

assignment, novation,

merger or

otherwise)

any person's

rights under

this Agreement

or any

other Finance

Document (or

any interest

those rights) or who, as administrator, liquidator or otherwise, is entitled to exercise those rights;

and in particular references to a successor include a person to whom those rights (or any interest

in those

rights) are

transferred

or pass

as a

result of

a merger,

division, reconstruction

or other

reorganisation of it or any other person.

tax

" includes any present or future tax, duty, impost, levy or charge of any kind

which is imposed

by any state, any political sub-division of a state or any

local or municipal authority (including any

such imposed in connection with exchange controls), and any connected penalty, interest or

fine.

war

risks

includes

the

risk

mines

and

all

risks

excluded

clauses

29,

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.

1.3

Meaning of "subsidiary"

A company (S) is a subsidiary of another company (P) if:

(a)

a majority of

the issued shares

in S (or

a majority of the

issued shares in

S which carry

unlimited

rights to capital and income distributions) are directly owned by P or are indirectly attributable to

P; or

(b)

P has direct

or indirect control

over a majority of

the voting rights

attaching to

the issued shares

of S; or

(c)

P has the direct or indirect power to appoint or remove a majority of the directors of S; or

(d)

otherwise

has

the

direct

indirect

power

ensure

that

the

affairs

are

conducted

accordance with the wishes of P,

and any company of which S is a subsidiary is a parent company of S.

1.4

General Interpretation

In this Agreement:

(a)

references to,

or to a provision of,

a Finance Document or any other

document are references

it as amended or supplemented, whether before the date of this Agreement or otherwise;

(b)

references

to, or

to a

provision of,

any law

include any amendment,

extension, re-enactment

replacement, whether made before the date of this Agreement or otherwise;

(c)

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

(d)

Clauses

1.1

(

Definitions

)

1.4

(

General

interpretation

)

apply

unless

the

contrary

intention

appears.

1.5

Headings

In interpreting a Finance Document or any provision

of a Finance Document, all

clause, sub-clause

and other headings in that and any other Finance Document shall be entirely disregarded.

FACILITY

2.1

Amount of facility

Subject

the

other

provisions

this

Agreement,

the

Lenders

shall

make

available

the

Borrowers,

one

advance,

senior

secured

term

loan

facility

the

lesser

(i)

$167,263,025 and (ii)

60% of the

aggregate Initial Market Value of the Ships, for

the purpose of

re-

financing the Existing Indebtedness.

2.2

Lenders' participations in the Loan

Subject to the other provisions of this Agreement, each Lender shall participate in the Loan in the

proportion which, as at the Drawdown Date, its Commitment bears to the Total

Commitments.

2.3

Purpose of the Loan

The Borrowers undertake

with each Creditor Party to use

the Loan only for the purpose stated

the preamble to this Agreement.

POSITION OF THE LENDERS, THE SWAP BANK AND THE MAJORITY LENDERS

3.1

Interests of Lenders and Swap Bank several

The rights of

the Lenders and

the Swap Bank under

this Agreement and the

Master Agreement are

several; accordingly:

(a)

each Lender

shall be

entitled to

sue for

any amount

which has

become due

and payable

by the

Borrowers to it under this Agreement; and

(b)

the Swap Bank shall be entitled to sue for any amount which has become due and payable by the

Borrowers to it under the Master Agreement,

without joining the Agent,

the Security Trustee, any other Lender and

the Swap Bank as additional

parties in the proceedings.

3.2

Proceedings by individual Lender or Swap Bank

However,

without the

prior consent of

the Majority Lenders,

no Lender

nor the Swap

Bank may

bring proceedings in respect of:

(a)

any

other

liability or

obligation

any

Borrower

or a

Security Party

under or

connected

with

Finance Document; or

(b)

any misrepresentation or breach of warranty by any

Borrower or a Security Party in or connected

with a Finance Document.

3.3

Obligations several

The obligations

of the

Lenders and

the Swap

Bank under

this Agreement

and of

the Swap

Bank

under the Master

Agreement are several;

and a failure

of a Lender

or the Swap

Bank to perform

its

obligations

under

this

Agreement

the

Swap

Bank

perform

its obligations

under

the

Master Agreement shall not result in:

(a)

the obligations of the other Lenders or (as the case may be) the Swap Bank being increased; nor

(b)

any Borrower, any Security Party or any other Creditor Party being

discharged (in whole

or in part)

from its obligations under any Finance Document,

and in

no circumstances

shall a

Lender or

the Swap

Bank have

any responsibility

for a

failure of

another Lender or the

Swap Bank to

perform its obligations

under this Agreement or

the Master

Agreement.

3.4

Parties bound by certain actions of Majority Lenders

Every Lender,

the Swap Bank, each Borrower and each Security Party shall be bound by:

(a)

any determination made,

or action

taken, by the

Majority Lenders

under any

provision of

a Finance

Document;

(b)

any instruction or authorisation

given by the

Majority Lenders to the

Agent or the

Security Trustee

under

connection

with

any

Finance

Document (subject

always

Clause

27.2

(

Variations,

waivers etc. by Majority Lenders)

);

(c)

any

action

taken

(or

good

faith

purportedly

taken)

the

Agent

the

Security

Trustee

accordance with such an instruction or authorisation.

3.5

Reliance on action of Agent

However,

each Borrower and each Security Party:

(a)

shall

entitled

assume

that

the

Majority

Lenders

have

duly

given

any

instruction

authorisation which,

under any

provision

a Finance

Document, is

required

in relation

any

action which the Agent has taken or is about to take; and

(b)

shall not

be entitled

to require

any evidence

that such

an instruction

or authorisation

has been

given.

3.6

Construction

In Clauses

3.4

(

Parties bound by certain actions of Majority Lenders

) and

3.5

(

Reliance on action of

Agent

)

references

action

taken

include

(without

limitation)

the

granting

any

waiver

consent, an approval of any document and an agreement to any matter.

DRAWDOWN

4.1

Request for the Loan

Subject to the following conditions, the Borrowers

may request the Loan to

be made by ensuring

that the Agent receives a completed

Drawdown Notice not later than 11.00

a.m. (Oslo time) three

Business Days (or such shorter period as the

Agent may,

in its absolute discretion, agree) prior to

the intended Drawdown Date.

4.2

Availability

The conditions referred to in Clause

4.1

(

Request for the Loan

) are that:

(a)

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

(b)

the amount of the Loan shall not exceed the lesser of (i) the Existing Indebtedness and (ii) 60% of

the aggregate Initial Market Value of the Ships;

(c)

the Loan shall not exceed the Total Commitments;

and

(d)

the Borrowers may not deliver more than one Drawdown Notice for the Loan.

4.3

Notification to Lenders of receipt of the Drawdown Notice

The Agent

shall promptly

notify the Lenders

that it

has received

the Drawdown

Notice and shall

inform each Lender of:

(a)

the amount of the Loan to be utilised and the Drawdown Date;

(b)

the amount of that Lender's participation in the Loan; and

(c)

the duration of the first Interest Period.

4.4

Drawdown Notice irrevocable

The

Drawdown

Notice

must

signed

officer

authorised

representative

each

Borrower; and

once served, the

Drawdown Notice

cannot be revoked

without the prior

consent

of the Agent, acting on the authority of the Majority Lenders.

4.5

Lenders to make available Contributions

Subject to

the provisions

of this

Agreement, each

Lender shall,

on and

with value

on the

Drawdown

Date,

make

available

the Agent

for

the account

of the

Borrowers

the amount

due from

that

Lender on the Drawdown Date under Clause

2.2

(

Lenders' participations

in the Loan

4.6

Disbursement of the Loan

Subject to

the provisions

of this

Agreement,

the Agent

shall on

the Drawdown

Date

pay

to the

Borrowers the

amounts which the Agent

receives from the

Lenders under Clause

4.5

(

Lenders to

make available Contributions

); and that payment to the Borrowers shall be made:

(a)

to the account which the Borrowers specify in the Drawdown Notice; and

(b)

in the like funds as the Agent received the payments from the Lenders.

4.7

Disbursement of the Loan to third party

The payment by

the Agent

under Clause

4.6 (

Disbursement of

the Loan

) shall

constitute the making

of the Loan

and the Borrowers shall

at that time

become indebted, as

principal and

direct obligors,

to each Lender in an amount equal to that Lender's Contribution.

4.8

Designated Transactions under the Master Agreement

(a)

The Borrowers

may at

any time

conclude Designated Transactions

with the Swap

Bank pursuant

the

Master

Agreement

for

the

purpose

swapping

their

interest

payment

obligations

and

managing

exposure

interest

rate

fluctuations

and

currency

risk

under

this

Agreement.

The

Borrowers

agree

that

signature

the

Master

Agreement

does

not

commit

the

Swap

Bank

conclude

Designated

Transactions,

even

offer

terms

for

doing

so,

but

does

provide

contractual

framework

within

which

Designated

Transactions

may

concluded

and

secured,

assuming that mutually acceptable terms can be agreed at the relevant time.

(b)

The

Lenders

agree

that,

enable

the

Borrowers

secure

their

obligations

the

Swap

Bank

under the

Master Agreement,

the security

of the

other Finance

Documents shall

be held

by the

Security Trustee

not only to secure the Borrowers' obligations

under this Agreement but also the

Borrowers' obligations under the

Master Agreement on

the terms set

out in Clause

17 (

Application

of receipts

INTEREST

5.1

Calculation of interest

The rate of interest on the Loan or any part of the Loan for each Interest Period is the percentage

rate per annum which is the aggregate of the applicable:

(a)

Margin; and

(b)

Reference Rate.

5.2

Payment of interest

(a)

The Borrowers

shall pay

accrued interest

on the

Loan or

any part

of the

Loan on the

last day

each Interest Period.

(b)

Interest

Period

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.

5.3

Default interest

(a)

If a Security Party

fails to pay any amount payable by

it under a Finance

Document 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

below,

is two

per cent. per

annum higher

than the

rate which

would have

been payable

if the

Unpaid Sum

had, during

the

period

non-payment,

constituted

part

the

Loan

the

currency

the

Unpaid

Sum

for

successive Interest Periods, each of a duration selected by

the Agent.

Any interest accruing under

this Clause

5.3 (

Default interest

) shall be

immediately payable by the

Borrowers on demand by the

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

two

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.

(d)

For the avoidance

of doubt,

this Clause

5.3 (

Default interest

) does

not apply

to any

amount payable

under the Master Agreement in respect of any continuing Designated Transaction as to which the

relevant provisions of the Master Agreement shall apply.

5.4

Notification of rates of interest

(a)

The Agent shall promptly

notify the Lenders and

the Borrowers

of the determination of

a rate of

interest under this Agreement.

(b)

The Agent shall promptly notify the Borrowers

of each Funding Rate relating to the Loan, any part

of the Loan or any Unpaid Sum.

INTEREST PERIODS

6.1

Selection of Interest Periods

(a)

The Borrowers

may

select the

Interest

Period

for

the Loan

in the

Drawdown

Notice. Subject

paragraphs (f) and

(h) below, 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 Agent

by the Borrowers

not later

than five Business Days before the expiry of the preceding Interest Period.

(c)

the

Borrowers

fail

select

Interest

Period

the

Drawdown

Notice

fail

deliver

Selection

Notice

the

Agent

accordance

with

paragraphs

and

above,

the

relevant

Interest Period,

subject to paragraphs (f) and (h) below will be three Months.

(d)

Subject to this

Clause 6 (

Interest Periods

), the Borrowers

may select

an Interest Period

of one or

three Months

or any

other period

agreed between

the Borrowers

and the

Agent (acting

on the

instructions of all the Lenders).

(e)

Interest

Period

respect

the

Loan

any

part

the

Loan

shall

not

extend

beyond

the

Termination Date

(f)

The first Interest Period

for the Loan shall start on the Drawdown

Date and, subject to paragraph

(g) below,

each subsequent

Interest

Period

shall start

the last

day

the preceding

Interest

Period.

(g)

the

Borrowers

have

selected

Interest

Period

which

ends

day

which is

after

the

Repayment

Date,

the

Agent

may

shorten

the

Interest

Period

necessary

ensure

that

the

Interest Period ends on the relevant Repayment Date

(h)

The Loan shall have one Interest Period only at any time.

6.2

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).

CHANGES TO THE CALCULATION OF INTEREST

7.1

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 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)

Shortened Interest Period

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 Interest Period

of the Loan

or that part

of the Loan

shall (if it

is longer than

the applicable Fallback Interest Period)

be shortened to the applicable Fallback Interest Period and the

applicable Reference Rate for that

shortened Interest Period shall be determined pursuant to the definition of "

Reference Rate

(c)

Cost

funds

paragraph

above

applies

but

Term

SOFR

available

for

the

applicable

Fallback

Interest

Period

the

Interest

Period

shorter

than

the

applicable

Fallback

Interest

Period, there shall be

no Reference Rate

for the Loan or that

part of the Loan (as applicable)

and

Clause

(

Cost of funds

) shall apply to the Loan or that part of the Loan for that Interest Period.

7.2

Market disruption

If before

close of

business in

London on

the Quotation

Day for

the relevant

Interest Period

the

Agent

receives

notification

from

Lender

Lenders

(whose

participations

the

Loan

the

relevant part of the Loan exceed

50 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 Market Disruption Rate

then Clause

(

Cost of funds

) shall apply

to the Loan

or that

part of the Loan (as applicable) for the relevant Interest Period.

7.3

Cost of funds

(a)

If this Clause

(

Cost of funds

) applies, the rate of interest on each Lender's share of the Loan or

the

relevant

part

the

Loan

for

the

relevant

Interest

Period

shall

the

percentage

rate

per

annum which is the sum of:

(i)

the Margin; and

(ii)

the

weighted

average

the

rates

notified

the

Agent

each

Lender

soon

practicable and

in any

event before

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

(

Cost of funds

) applies and the

Agent or the Borrowers

so requires, the Agent and

the Borrowers

shall enter into negotiations (for a period of not more than 30 days) with a view to

agreeing

substitute

basis

for

determining

the

rate

interest

(as

the

case

may

be)

alternative basis for funding.

(c)

Subject

Clause

(

Changes

reference

ates

any

substitute

alternative

basis

agreed

pursuant to paragraph

above shall, with

the prior consent

of all the

Lenders and the

Borrowers,

be binding on all Parties.

(d)

If paragraph (e) below does not apply and any

rate notified to the Agent under sub-paragraph

of paragraph

above is less than zero, the relevant rate shall be deemed to be zero.

(e)

If this Clause

(

Cost of funds

) applies pursuant to Clause 7.2 (

Market disruption

) and:

(i)

a Lender's Funding Rate is less than the Market Disruption Rate; or

(ii)

a Lender does not notify a rate by the time specified

in sub-paragraph

of paragraph

above,

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 paragraph

above, to be

the Market

Disruption Rate.

(f)

If this Clause

(

Cost of funds

) applies but any Lender does not notify a rate

to the Agent by the

time specified in sub-paragraph

of paragraph

above the rate of

interest shall be calculated

on the basis of the rates notified by the remaining Lenders.

7.4

Break Costs

(a)

The Borrowers

shall, within

three Business

Days of demand

by a

Creditor Party, pay to

that Creditor

Party its

Break Costs

attributable to

all or any

part of the

Loan or Unpaid

Sum being paid

by the

Borrowers

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,

soon

reasonably

practicable

after

demand

the

Agent,

provide

certificate

confirming the

amount

of its

Break Costs

for

any

Interest

Period

respect of

which

they become or may become payable.

REPAYMENT

AND PREPAYMENT

8.1

Amount of repayment instalments

(a)

The Borrowers shall repay the Loan by:

(b)

23 equal

consecutive quarterly

instalments

(each, a

Repayment

Instalment

" and,

in the

plural

means, all of them) each in an amount equal to $4,453,749; and

(c)

a balloon instalment in an amount of $64,826,798 (the "

Balloon Instalment

");

8.2

Repayment Dates

The first

Repayment

Instalment

in respect

the Loan

shall be

repaid

the date

falling

three

Months after the Drawdown Date, each subsequent Repayment Instalment in respect of the Loan

shall be repaid at quarterly intervals

thereafter and the Balloon Instalment shall be repaid

on the

Termination Date.

8.3

Final Repayment Date

On the final Repayment Date, the Borrowers shall additionally pay to the Agent for the account of

the Creditor Parties all other sums then accrued or owing under any Finance Document.

8.4

Voluntary prepayment

Subject to the following conditions, the Borrowers

may prepay the whole or

any part of the Loan

on the last day of an Interest Period.

8.5

Conditions for voluntary prepayment

The conditions referred to in Clause

8.4

(

Voluntary prepayment

) are that:

(a)

a partial prepayment shall be $500,000 or a higher integral multiple of $500,000;

(b)

the Agent

has received

from the

Borrowers at

least five

days' prior

written notice

specifying the

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

(c)

the Borrowers have provided evidence satisfactory to the Agent that any consent required by any

Borrower or any Security

Party in connection

with the

prepayment has been

obtained and remains

in force,

and that

any regulation

relevant

to this

Agreement which

affects

any Borrower

or any

Security Party has been complied with; and

(d)

the Borrowers have complied with

Clause

8.13

(

Unwinding of Designated

Transactions

) on or

prior

to the date of prepayment.

8.6

Effect of notice of prepayment

A prepayment notice may not be withdrawn or amended without the consent of the Agent, given

with the

authorisation of

the Majority

Lenders, and

the amount

specified in

the prepayment notice

shall

become

due

and

payable

the

Borrowers

the

date

for

prepayment

specified

the

prepayment notice.

8.7

Notification of notice of prepayment

The Agent shall

notify the

Lenders promptly upon

receiving a

prepayment notice, and

shall provide

any

Lender which

requests

with a

copy

any

document

delivered

the

Borrowers

under

Clause 8.5(c) (

Conditions for voluntary prepayment

8.8

Mandatory prepayment

(a)

The

Borrowers

shall

obliged

prepay

the

Relevant

Amount

the Loan

if a

Ship is

sold

becomes a Total Loss:

(i)

in the case of

a sale, on

or before the date on

which the Mortgage on

that Ship is released;

(ii)

in the case

of a Total

Loss, on the

earlier of the

date falling

180 days

after the Total

Loss

Date and the date of receipt by the Security Trustee

of the proceeds of insurance relating

to such Total Loss.

(b)

In this Clause

8.8

(

Mandatory prepayment

) "

Relevant Amount

" means, in

relation to

a Ship that

has been sold or become

a Total

Loss, the amount achieved

by dividing the Market

Value of

that

Ship by the aggregate of the

Market Value of all the Ships (including

the Ship that has been

sold or

become a Total

Loss) and multiplying it by the Loan on the date that such Ship is sold or becomes

a Total

Loss.

8.9

Mandatory prepayment upon Change of Control

(a)

If a Change of Control occurs:

(b)

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

(c)

if the Majority Lenders so require,

the Agent shall, by not

less than 10 Business Days' notice

to the

Borrowers, cancel

the Total

Commitments and declare

the Loan, together

with accrued interest,

and

all

other

amounts

accrued

under

the

Finance

Documents

immediately

due

and

payable,

whereupon

the

Total

Commitments

will

cancelled

and

the

Loan

and

all

such

outstanding

interest and other amounts will become immediately due and payable.

8.10

Amounts payable on prepayment

A prepayment shall be

made together with

accrued interest (and any

other amount payable under

Clause

(

Indemnities

) or otherwise) in respect of the amount prepaid

and, subject to any Break

Costs without premium or penalty.

8.11

Application of partial prepayment

(a)

Each partial prepayment

made pursuant to

Clause

8.4 (

Voluntary prepayment

) shall be

applied pro

rata against the then outstanding Repayment Instalments

and the Balloon Instalment.

(b)

Each partial prepayment made pursuant

to Clauses

8.8

(

Mandatory prepayment

) shall be applied

pro rata against the then outstanding Repayment Instalments

and the Balloon Instalment.

8.12

No re-borrowing

No amount prepaid may be re-borrowed.

8.13

Unwinding of Designated Transactions

prior to

any

repayment

prepayment

the Loan

under this

Clause

(

Repayment

and

prepayment

)

any

other

provision

this

Agreement,

each

Borrower

shall

wholly

partially

reverse,

offset,

unwind

otherwise

terminate

one

the

continuing

Designated

Transactions

that

the

notional

principal

amount

the

continuing

Designated

Transactions

thereafter

remaining

does

not

and

will

not

the

future

(taking

into

account

the

scheduled

amortisation) exceed

the amount of the

Loan as reducing from

time to time

thereafter pursuant

to Clause

8.1

(

Amount of repayment instalments

CONDITIONS PRECEDENT

9.1

Documents, fees and no default

Each Lender's obligation

to contribute to

the Loan is

subject to the

following conditions precedent:

(a)

that, on or before the service of the Drawdown Notice, the Agent receives:

(i)

the documents described in

Part A

(

Condition precedent documents

) in form

and substance satisfactory to the Agent and its lawyers; and

(ii)

the arrangement fee referred to in Clause

20.1

(a) (

Fees

);

(b)

that, on or before the Drawdown Date, the Agent receives or is satisfied that it will receive on the

advance

the

Loan

the

documents

described

Part

Schedule

(

Condition

precedent

documents

) in form and substance satisfactory to it and its lawyers;

(c)

that,

before

the

service

the

Drawdown

Notice,

the

Agent

receives

payment

any

expenses payable pursuant to Clause

20.2 (

Costs of negotiation,

preparation etc

.) which is

due and

payable on the Drawdown Date;

(d)

that both at the date of the Drawdown Notice and at the Drawdown Date:

(i)

no Event

of Default

or Potential

Event

of Default

has occurred

or would

result from

the

borrowing of the Loan;

(ii)

the representations and warranties in Clause

10.1

(

General

) and those of any Borrower or

any Security

Party which

are set

out in

the other

Finance Documents would

be true and

not

misleading

repeated

each of

those

dates

with reference

the

circumstances

then existing;

(iii)

none of the

circumstances contemplated

by Clause

7.2

(

Market disruption

) has occurred

and is continuing; and

(iv)

there has

been no

material adverse

change in

the financial

condition, state

of affairs

prospects

the

Borrowers

(or

any

them),

the

Corporate

Guarantor

any

other

Security Party

since 9 June

2024 in

the light

of which the

Agent considers

that there

is a

significant risk that the Borrowers, the

Corporate Guarantor or any other Security

Party is,

will later

become, unable

discharge

its liabilities

under the

Finance Documents

which it is a party as they fall due;

(e)

that, if

the ratio

set out

in Clause

15.1 (

Minimum required

security cover

) were

applied immediately

following

the

making

the

Loan,

the

Borrowers

would

not

obliged

provide

additional

security or prepay part of the Loan under that Clause; and

(f)

that

the

Agent

has

received,

and

found

acceptable

it,

any

further

opinions,

consents,

agreements and documents

in connection

with the Finance

Documents which

the Agent may, with

the

authorisation

the

Majority

Lenders,

request

notice

the

Borrowers

prior

the

Drawdown Date.

9.2

Waiver of conditions precedent

If the Majority Lenders, at

their discretion, permit the Loan

to be borrowed before

certain of the

conditions referred to in Clause

9.1

(

Documents, fees and no default

) are satisfied, the Borrowers

shall ensure that those

conditions are satisfied within

five Business Days after the

Drawdown Date

(or such longer period as the Agent may, with the authorisation of the Majority Lenders, specify).

REPRESENTATIONS

AND WARRANTIES

10.1

General

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

10.2

Status

(a)

Each Borrower is duly incorporated and validly

existing and in good standing under

the laws of the

Marshall Islands.

10.3

Shares and ownership

(a)

Each Borrower is authorised to issue five hundred

(500) registered shares with par value of $0.01

each.

(b)

The legal title and beneficial ownership

of all those shares is held, free

of any Security Interest or

other claim, by the Corporate Guarantor.

10.4

Corporate power

Each

Borrower

has

the

corporate

capacity,

and

has

taken

all

corporate

action and

obtained

all

consents necessary for it:

(a)

to register permanently the Ship owned by it in its name under the Approved Flag;

(b)

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

(c)

borrow

under

this

Agreement,

enter

into

Designated

Transactions

under

the

Master

Agreement

and to

make

all the

payments

contemplated

by,

and to

comply with,

those Finance

Documents to which it is a party.

10.5

Consents in force

All

the

consents

referred

Clause

10.4

(

Corporate

power

)

remain

force

and

nothing

has

occurred which makes any of them liable to revocation.

10.6

Legal validity; effective Security Interests

The Finance

Documents to

which each

Borrower is

a party,

do now or,

as the

case may

be, will,

upon execution

and delivery

(and, where

applicable, registration

as provided

for in

the Finance

Documents):

(a)

constitute that

Borrower's legal, valid

and binding obligations

enforceable against

that Borrower

in accordance with their respective terms; and

(b)

create legal,

valid and binding

Security Interests

enforceable in

accordance with their

respective

terms over all the assets to which they, by their terms, relate;

subject to any relevant insolvency laws affecting creditors' rights generally.

10.7

No third party Security Interests

Without limiting

the generality

of Clause

10.6

(

Legal validity;

effective Security

Interests

), at

the

time of the execution and delivery of each Finance Document to which a Borrower is a party:

(a)

each

Borrower

which

party

that

Finance

Document

will

have

the

right

create

all

the

Security Interests which that Finance Document purports to create; and

(b)

no third party will have any

Security Interest (except for Permitted Security Interests) or any other

interest, right

or claim over,

in or in

relation to

any asset to

which any

such Security Interest,

its terms, relates.

10.8

No conflicts

The execution

by each Borrower

of each Finance Document

to which it

is a party,

the borrowing

by the Borrowers

of the

Loan (or

any part thereof)

and its

compliance with

each Finance

Document

to which it is a party will not involve or lead to a contravention of:

(a)

any law or regulation; or

(b)

the constitutional documents of that Borrower; or

(c)

any contractual

or other obligation

or restriction

which is binding

on that

Borrower or

any of

its

assets.

10.9

No withholding taxes

All payments which each Borrower is liable to make under the Finance Documents to which it is a

party may be made without deduction or withholding for or on account

of any tax payable

under

any law of any Pertinent Jurisdiction.

10.10

No default

No Event of Default or Potential Event

of Default has occurred.

10.11

Information

All information which

has been

provided in

writing by

or on

behalf of

the Borrowers or

any Security

Party to

any Creditor

Party in connection

with any Finance

Document satisfied the requirements

of Clause

11.5

(

Information provided

to be

accurate

); all

audited and

unaudited accounts

which

have been

so provided

satisfied the

requirements of

Clause

11.7

(

Form of

financial statements

);

and there has

been no material adverse

change in the financial

position or state

of affairs

of any

Borrower or the Corporate Guarantor from that disclosed in the latest of those accounts.

10.12

No litigation

No legal or

administrative action involving

any Borrower

(including action relating to

any alleged

actual

breach

the

ISM

Code

the

ISPS

Code)

has

been

commenced

taken

or,

any

Borrower's knowledge, is likely to be commenced or taken.

10.13

Compliance with certain undertakings

At the date of this Agreement, the Borrowers

are in compliance with Clauses

11.2

(

Title; negative

pledge

11.4 (

No other

liabilities or

obligations to

be incurred

11.9 (

Consents

) and

11.13 (

Principal

place of business

10.14

Taxes

paid

Each Borrower

has paid all taxes

applicable to, or

imposed on or in

relation to that

Borrower,

its

business or the Ship owned by it.

10.15

ISM Code and ISPS Code compliance

All requirements of the

ISM Code and

the ISPS Code

as they relate to the

Borrowers, the Approved

Manager and the Ships have been complied with.

10.16

No money laundering

Without

prejudice

the

generality

Clause

2.3

(

Purpose

the

Loan

relation

the

borrowing by the Borrowers

of the Loan, the performance

and discharge of their obligations

and

liabilities under the Finance

Documents, and the transactions and

other arrangements affected or

contemplated by

the Finance Documents

to which

a Borrower

is a party,

the Borrowers

confirm

(i) that

they are

acting for their

own account;

(ii) that they

will use the

proceeds of

the Loan for

their own benefit, under their

full responsibility and exclusively

for the purposes specified

in this

Agreement; (iii)

that no

Borrower and

no Security

Party nor

any of

their respective

subsidiaries,

directors, or officers, or, to the best of the Borrowers'

knowledge, any affiliate, agent or employee

thereof has

engaged

in any

activity or

conduct which

would violate

any

applicable anti-bribery,

anti-corruption

anti-money

laundering

laws

regulations

any

applicable

jurisdiction

and

each

Borrower

and

each

Security

Party

has

instituted

and

maintains

policies

and

procedures

designated to prevent

violation of such laws regulations

and rules and (iv) that the

foregoing will

not involve or lead

to a contravention of

any law, official requirement or other

regulatory measure

procedure

implemented

combat

"money

laundering"

(as

defined

Article

Directive

2005/60/EC of the European Parliament and of the Council).

10.17

No immunity

No Borrower,

nor any

of their

assets are

entitled to

immunity on

the grounds

of sovereignty

otherwise

from

any

legal

action

proceeding

(which

shall

include,

without

limitation,

suit

attachment prior to judgement, execution or other enforcement).

10.18

Sanctions

(a)

Each

Borrower,

Security

Party

and

member

the

Group

and

their

respective

subsidiaries,

directors,

officers,

employees,

and

the

best

each

Borrower's

knowledge,

their

respective

agents or representatives has been and is in compliance with Sanctions.

(b)

No Borrower, Security Party or member of the Group, none of their subsidiaries and none of their

respective directors, officers,

employees, and to the best of

each Borrower's knowledge, none of

their respective agents or representatives:

(i)

is a Restricted Party,

or is involved in any

transaction through which it is likely

to become

a Restricted

Party or

result in

the imposition of

Sanctions against

any party

to a

Finance

Document; or

(ii)

subject to

involved

any

inquiry,

claim,

action,

suit,

proceedings

investigation

against it with respect to Sanctions by any Sanctions Authority.

10.19

Compliance with applicable laws

Each Borrower is at all times in compliance with all applicable laws or regulations.

10.20

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

be conducted

in the

future) and

the terms

all Environmental

Approvals

have

been complied

with.

10.21

No Environmental Claim

No Environmental

Claim has been

made or threatened

against any

member of the

Group or any

Ship which might reasonably be expected to have a Material Adverse Effect.

10.22

No Environmental Incident

Environmental

Incident

has

occurred

and

person

has

claimed

that

Environmental

Incident has occurred.

GENERAL UNDERTAKINGS

11.1

General

Each Borrower undertakes with each

Creditor Party to comply with

the following provisions of

this

Clause

(

General undertakings

) at all times during the Security Period except as the Agent

may,

with the authorisation of the Majority Lenders, otherwise permit.

11.2

Title; negative pledge

Each Borrower will:

(a)

hold the legal

title to, and

own the entire

beneficial interest in

the Ship

owned by it,

the Insurances

and Earnings, free

from all Security

Interests and

other interests

and rights of

every kind, except

for

those

created

the

Finance

Documents

and

the

effect

assignments

contained

the

Finance Documents and except for Permitted Security Interests; and

(b)

not create

or permit

to arise

any Security

Interest (except

for Permitted

Security Interests)

over

any other asset, present or future (including, but not limited

to, that Borrower's rights against the

Swap

Bank

under

the

Master

Agreement

all

any

part

that

Borrower's

interest

any

amount payable to that Borrower by the Swap Bank under the Master Agreement).

11.3

No disposal of assets

No Borrower will transfer,

lease or otherwise dispose of:

(a)

all

substantial

part

its

assets,

whether

one

transaction

number of

transactions,

whether related or not; or

(b)

any debt payable to it

or any other

right (present, future

or contingent right) to

receive a payment,

including any right to damages or compensation,

but paragraph

does not apply to any charter of a Ship as to

which Clause

14.15

(

Restriction on

chartering, appointment of managers etc.

) applies.

11.4

No other liabilities or obligations to be incurred

No Borrower will incur any liability or obligation except:

(a)

under the Finance Documents to which it is a party;

(b)

liabilities

obligations

reasonably

incurred

the

ordinary

course

owning,

operating

and

chartering the Ship owned by it;

(c)

in respect of the Designated Transactions; and

(d)

until the

Drawdown Date,

any liabilities

incurred under

the Existing

Facility Agreement

to which

such Borrower is a party.

11.5

Information provided to be accurate

All financial

and other information

which is provided

in writing

by or

on behalf

of a Borrower

under

or in connection with any Finance

Document will be true and

not misleading and will

not omit any

material fact or consideration.

11.6

Provision of financial statements

Each Borrower will deliver or procure that the Corporate Guarantor shall deliver to the Agent:

(a)

as soon as possible, but in no event later than 180 days after the end of

each Financial Year of the

Corporate

Guarantor

the

audited

annual

consolidated

financial

statements

the

Corporate

Guarantor

for

that

Financial

Year

the

Corporate

Guarantor

(commencing

with

the

financial

statements for the year that ended on 31 December 2023);

(b)

as soon as possible, but in no

event later than 90

days after the end of

each Financial Year

of the

Corporate

Guarantor

the

unaudited

annual

consolidated

financial

statements

the

Corporate

Guarantor

for

that

Financial

Year

the

Corporate

Guarantor

(commencing

with

the

financial

statements for the year that ended on 31 December 2023);

(c)

as soon as possible, but

in no event later

than 90 days after

30 June in each Financial Year

of the

Corporate

Guarantor

the

unaudited

semi-annual

consolidated

financial

statements

the

Corporate Guarantor for the

first six-month period

of such

Financial Year and

in the

form published

in the relevant

press release

(commencing with the financial statements

for the 6-month period

ended

June

2024)

certified

their

correctness

the

chief

financial

officer

the

Corporate Guarantor; and

(d)

promptly after a request by

the Agent, such further

financial or other

information in respect of

the

Borrowers, the

Ships, the Corporate

Guarantor,

the other Security

Parties, the

Fleet Vessels

and

the Group (including, but not limited to, charter arrangements, Financial Indebtedness, operating

expenses) as the Agent may reasonably require.

11.7

Form of financial statements

All accounts delivered under Clause

11.6

(

Provision of financial statements

) will:

(a)

be prepared in accordance with all applicable laws and GAAP consistently applied;

(b)

give a true

and fair view

of the state

of affairs

of the Group

at the date

of those accounts

and of

its profit for the period to which those accounts relate; and

(c)

fully disclose or provide for all significant liabilities of the Group.

11.8

Shareholder and creditor notices

Each

Borrower

will

send

the

Agent,

the

same

time

they

are

despatched,

copies

all

communications which

are despatched

to that

Borrower's shareholders

or creditors

or any

class

of them.

11.9

Consents

Each

Borrower

will

maintain

force

and

promptly

obtain

renew,

and

will

promptly

send

certified copies to the Agent of, all consents required:

(a)

for that Borrower to perform its obligations under any Finance Document to which it is a party;

(b)

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

(c)

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

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

11.10

Maintenance of Security Interests

Each Borrower will:

(a)

at its own cost, do all that is necessary to ensure that any Finance Document to which it is a party

validly creates the obligations and the Security Interests which it purports to create; and

(b)

without limiting the generality

of paragraph

, at its

own cost, promptly

file, record or

enrol

any

Finance

Document

with

any

court

authority

all

Pertinent

Jurisdictions, pay

any

stamp, registration or similar tax in all Pertinent Jurisdictions in respect of

any Finance Document,

give

any

notice or

take

any

other

step

which,

the opinion

the Majority

Lenders,

has

become necessary or

desirable for

any Finance Document

to be

valid, enforceable

or admissible

in evidence or to ensure or protect the priority of any Security Interest which it creates.

11.11

Notification of litigation

Each Borrower

will provide

the Agent

with details

of any

legal or

administrative action

involving

that Borrower, any Security Party,

the Approved Manager or the Ship

owned by it, the Earnings or

the Insurances as soon as such action is instituted

or it becomes apparent to that Borrower that it

likely

instituted,

unless

clear

that

the

legal

administrative

action

cannot

considered material in the context of any Finance Document.

11.12

No amendment to Master Agreement

Borrower

will

agree

any

amendment

supplement

to,

waive

fail

enforce,

the

Master Agreement or any of its provisions.

11.13

Principal place of business

No Borrower will establish,

or do anything

as a result

of which it

would be deemed

to have, a place

of business any country other than Greece.

11.14

Confirmation of no default

Each Borrower will, within

two Business Days after

service by the

Agent of a

written request, serve

on the Agent a notice which is signed by a senior officer of that Borrower and which:

(a)

states that no Event of Default or Potential

Event of Default has occurred; or

(b)

states that

no Event

of Default

or Potential

Event of

Default has

occurred, except

for a

specified

event or matter,

of which all material details are given.

The Agent may

serve requests under

this Clause

11.14

(

Confirmation of no

default

) from time

time but only

if asked to do

so by a

Lender or

Lenders having Contributions

exceeding ten per

cent.

of the Loan or (if the Loan has not been made) Commitments

exceeding ten per cent. of the Total

Commitments; and this Clause

11.14

(

Confirmation of no default

) does not

affect the

Borrowers'

obligations under Clause

11.15

(

Notification of default

11.15

Notification of default

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

(a)

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

(b)

any

matter

which

indicates

that

Event

Default

Potential

Event

Default

may

have

occurred,

and will keep the Agent fully up to date with all developments.

11.16

Provision of further information

Each Borrower will, as soon as practicable after receiving the request, provide the Agent with any

additional financial or other information relating:

(a)

to the

Borrowers,

the Group,

the Corporate

Guarantor,

the Ships,

the other

Fleet Vessels,

their

Insurances

their

Earnings

(including,

but

not

limited

to,

any

sales

purchases

any

Fleet

Vessels,

the

incurrence

Financial

Indebtedness

members

the

Group,

details

the

employment of the Fleet Vessels) as the Agent may require; or

(b)

to any other matter relevant to, or to any

provision of, a Finance Document,

which may be requested

by the Agent,

the Security Trustee,

the Swap Bank or

any Lender at any

time.

11.17

Provision of copies and translation of documents

Each Borrower will supply the Agent with

a sufficient number of copies

of the documents referred

to above

to provide

one copy

for each

Creditor Party;

and if

the Agent

so requires

in respect

any of

those documents, the

Borrowers will

provide a certified

English translation prepared

by a

translator approved by the Agent.

11.18

Know your customer

Promptly

upon

the

Agent's

request

each

Borrower

will

supply,

procure

the

supply

of,

such

documentation

and

other

evidence

reasonably

requested

the

Agent

order

for

each

Creditor Party to

carry out and be satisfied with

the results of all necessary "know your

client" or

other checks which it is

required to carry out

in relation to the

transactions contemplated by

the

Finance

Documents

and

the

identity

any

parties

the

Finance

Documents

(other

than

Creditor Parties) and their directors and officers.

11.19

Payment of taxes

Each Borrower shall pay

when due all taxes

applicable to, or imposed on,

its business or the Ship

owned by it.

11.20

Bribery and anti-corruption laws

(a)

No Borrower shall use the

proceeds of the Loan for

any purpose which would breach

the Bribery

Act 2010,

the United

States

Foreign

Corrupt Practices

Act of

1977 or

other similar

legislation in

other jurisdictions.

(b)

Each Borrower shall

(and shall procure that

each other Security Party

and each other member of

the Group shall):

(i)

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

(ii)

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

laws.

11.21

Sanctions

(a)

Each Borrower

shall ensure that

none of them or

the Security Parties

nor any of

their respective

subsidiaries or any

member of the

Group, their

respective directors,

officers, employees,

agents

or representatives or any

other persons acting

on any of

their behalf, is or

will become a

Restricted

Party.

(b)

Each Borrower

shall supply to the

Agent, promptly upon

becoming aware of

them, the details

any inquiry, claim, action, suit, proceeding or

investigation pursuant to Sanctions by any Sanctions

Authority against a Borrower, any Security Party,

any of their respective direct or indirect owners,

their respective

subsidiaries or

any

member of

the Group,

any

of their

joint ventures

or any

their respective

directors, officers,

employees, agents

or representatives,

as well

as information

on what steps are being taken with regards to answer or oppose such.

(c)

Each Borrower shall (and shall procure that the other members of the Group will) implement and

maintain in effect

policies and procedures

designed to promote

and ensure compliance

by them

and their

respective directors,

officers and

employees acting

on their

behalf with

Sanctions and

anti-corruption laws and regulations.

11.22

Use of proceeds

(a)

No proceeds of

the Loan or any

part of the Loan

shall be made available,

directly or indirectly

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 or could

result in the

imposition of sanctions

against any party to any Finance Document.

(b)

The Borrowers shall not repay or prepay the

Loan or any part thereof

or fund all or

any part of any

payment

under

this

Agreement

(i)

out

proceeds

from

funds

assets

that

(A)

constitute

property of, or that are beneficially owned directly or indirectly by,

any Restricted Party or (B) are

obtained or

derived from

transactions with

or relating

to any

Restricted Party

or transactions

violation

Sanctions

(ii)

any

manner

that

would

cause

any

Lender

violation

Sanctions.

CORPORATE UNDERTAKINGS

12.1

General

Each Borrower

also undertakes

with each Creditor

Party to

comply with the

following provisions

of this Clause

11.21

(

Corporate Undertakings

) at all times during the Security Period except as the

Agent may,

with the authorisation of the Majority Lenders, otherwise permit.

12.2

Maintenance of status

(a)

Each Borrower will

maintain its separate

corporate existence

and remain in good standing

under

the

laws

the

Marshall

Islands

and

will,

and

shall

procure

that

any

other

Security

Party

(as

applicable)

will,

comply

all

respects

with

the

Republic

the

Marshall

Islands

Economic

Substance Regulations 2018 (as amended from time to time).

12.3

Negative undertakings

No Borrower will:

(a)

carry on any

business other than

the ownership,

chartering and operation

of the Ship

owned by

that Borrower; or

(b)

if a Potential Event of Default or an Event of Default

has occurred and is continuing, or if an Event

of Default would

result therefrom declare,

make or pay

any dividends or return

any capital to

its

equity holders

authorize

or make

any

other distribution,

payment

delivery of

property or

cash to its equity holders, or redeem, retire,

purchase or otherwise acquire, directly or indirectly,

for value,

any interest of any class or series of its

equity interests (or acquire any rights, options

warrants relating thereto but not including convertible debt) now or hereafter outstanding; or

(c)

provide any form of credit or financial assistance to:

(i)

a person who is directly

or indirectly interested in that Borrower's share or

loan capital; or

(ii)

any

company

with

which

such

person

directly

indirectly

interested

connected,

or enter

into any

transaction with or

involving such a

person or company

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

(d)

open or

maintain any account

with any bank

or financial

institution except accounts

with the

Agent

and the Security Trustee for the purposes of the Finance Documents; or

(e)

purchase, cancel,

redeem or

retire any

of its

issued shares

or increase

or reduce

the number

shares that it is authorised to issue or change the

par value of such shares or create any new class

of shares or issue

any additional shares

except to the Corporate Guarantor and

provided such new

shares are made subject to the terms of the Shares Pledge applicable to that Borrower; or

(f)

acquire any shares or

other securities other

than US or

UK Treasury bills and certificates

of deposit

issued by major

North American or European

banks, or enter

into any transaction

in a derivative

other than the Designated Transactions; or

(g)

enter

into

any

form

amalgamation,

merger

de-merger

any

form

reconstruction

reorganisation.

INSURANCE

13.1

General

Each Borrower

also undertakes

with each Creditor

Party to

comply with the

following provisions

of this Clause

(

Insurance

) at all times during the Security Period except as the Agent may,

with

the authorisation of the Majority Lenders, otherwise permit.

13.2

Maintenance of obligatory insurances

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

(a)

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

(b)

war risks (including terrorism, piracy and confiscation);

(c)

protection and indemnity risks (other than loss of hire or political risks); and

(d)

any other risks against which the Security Trustee

considers, having regard to practices and other

circumstances prevailing

at the

relevant time,

it would

in the

opinion of

the Security

Trustee

reasonable for that

Borrower to insure

and which are specified

by the Security Trustee

by notice

to that Borrower.

13.3

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, (including hull

interest and freight interest)

in such amount as shall from time to time be approved

by the Security Trustee but in any event in

an amount

not less

than the

greater

of (i)

an amount

which when

aggregated

with the

insured

value of

the other

Ships then

subject to

a Mortgage,

120 per

cent. of

the aggregate

of the

Loan

and the Swap Exposure of each Swap Bank and (ii) the Market Value of the Ship owned by it;

(c)

in the

case of

hull and

machinery policy

at an

agreed insured

value

(excluding hull

interest

and

freight interest) in an amount of not less

than an amount which when

aggregated with the agreed

insured values under all

the other hull and machinery policies

for the other Ships then

subject to

a Mortgage is not less

than the principal amount

of the Loan and

the Swap Exposure of each

Swap

Bank

Provided that

the Borrowers

are in

compliance with

their obligations

under paragraph

above at all times;

(d)

in the case

of oil pollution

liability risks,

for an aggregate

amount equal

to the highest

level of cover

from

time

available

under

basic

protection

and

indemnity

club

entry

and

the

international marine insurance market;

(e)

in relation to protection and indemnity risks in respect

of the full tonnage of the Ship

owned by it;

(f)

on approved terms; and

(g)

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.

13.4

Further protections for the Creditor Parties

In addition

the terms

set out

in Clause

13.3

(

Terms

of obligatory

insurances

), each

Borrower

shall procure that the obligatory insurances effected by it shall:

(a)

subject always to

paragraph

, name

that Borrower as

the sole

named assured

unless the

interest

of every other named assured 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)

respect

any

obligatory

insurances

for

protection

and

indemnity

risks,

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 assured has undertaken in writing

to the Security Trustee (in such form as

requires)

that

any

deductible

shall

apportioned

between

that

Borrower

and

every

other

named assured in proportion to

the gross claims made or

paid by each of them

and that it shall

all things necessary

and provide all

documents, evidence and

information to

enable the Security

Trustee

collect

recover

any

moneys

which

any

time

become

payable

respect

the

obligatory insurances;

(b)

whenever the

Security Trustee

requires, name (or

be amended to

name) the Security Trustee

additional named assured for its rights

and interests, warranted

no operational interest

and with

full waiver of rights

of subrogation against

the Security Trustee,

but without the Security Trustee

thereby being

liable to pay

(but having the

right to pay)

premiums, calls or

other assessments in

respect of such insurance;

(c)

name the Security Trustee as

loss payee with such directions for payment

as the Security Trustee

may specify;

(d)

provide that

all payments

by or

on behalf of

the insurers

under the obligatory

insurances to

the

Security

Trustee

shall

made

without

set-off,

counterclaim

deductions

condition

whatsoever;

(e)

provide that such obligatory

insurances shall be primary without right of contribution from

other

insurances which may be carried by the Security Trustee or any other Creditor Party; and

(f)

provide that the Security Trustee may make

proof of loss if that Borrower fails to do so.

13.5

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

Security

Trustee

the

brokers

(or

other

insurers)

and

any

protection

and

indemnity

war

risks

association

through

with

whom

that

Borrower

proposes

renew that obligatory insurance and of the proposed terms of renewal; and

(ii)

obtain the Security Trustee's approval to the matters

referred to in paragraph

(i);

(b)

at least 14 days

before the expiry of

any obligatory insurance,

renew that obligatory insurance

accordance with the Security Trustee's approval pursuant to paragraph

; and

(c)

procure that the

approved brokers and/or the war

risks and

protection and indemnity

associations

with which such a renewal is effected shall promptly after the renewal notify the Security Trustee

in writing of the terms each conditions of the renewal.

13.6

Copies of policies; letters of undertaking

Each Borrower shall ensure that all approved brokers provide the Security Trustee with pro forma

copies of all policies relating to the obligatory insurances which they are to effect or renew and of

letter

letters

undertaking

form

required

the

Security

Trustee

and

including

undertakings by the approved brokers that:

(a)

they will have endorsed

on each policy, immediately upon

issue, a loss

payable clause and

a notice

of assignment

complying with

the provisions

of Clause

13.4

(

Further protections

for the

Creditor

Parties

);

(b)

they will hold

such policies,

and the benefit

of such insurances,

to the order

of the Security

Trustee

in accordance with the said loss payable clause;

(c)

they

will

advise

the

Security

Trustee

immediately

any

material

change

the

terms

the

obligatory insurances;

(d)

they

will

notify the

Security

Trustee,

not

less

than

days

before

the

expiry

the

obligatory

insurances,

the

event

their

not

having

received

notice

renewal

instructions

from

that

Borrower or its agents

and, in the

event of their receiving

instructions to renew, they will promptly

notify the Security Trustee of the terms of the instructions; and

(e)

they will not set

off against any

sum recoverable

in respect of a

claim relating to the

Ship owned

by that Borrower under

such obligatory insurances any

premiums or other amounts due to them

any

other

person

whether

respect

that

Ship

otherwise,

they

waive

any

lien

the

policies, or any sums received under them, which they

might have in respect of such premiums or

other amounts, and they will

not cancel such obligatory

insurances by reason of

non-payment of

such premiums or other amounts, and will arrange for a separate policy to be issued in respect of

that Ship forthwith upon being so requested by the Security Trustee.

13.7

Copies of certificates of entry

Each

Borrower

shall ensure

that

any

protection

and indemnity

and/or

war

risks

associations

which the Ship owned by it is entered provides the Security Trustee 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 Security Trustee;

and

(c)

certified

copy

each

certificate

financial

responsibility

for

pollution

oil

other

Environmentally

Sensitive Material

issued by

the relevant

certifying authority

in relation

to that

Ship.

13.8

Deposit of original policies

Each

Borrower

shall

ensure

that

all

policies

relating

obligatory

insurances

effected

are

deposited with the approved brokers through which the insurances are effected or renewed.

13.9

Payment of premiums

Each Borrower shall

punctually pay

all premiums

or other

sums payable in

respect of

the obligatory

insurances

effected

and

produce

all

relevant

receipts

when

required

the

Security

Trustee.

13.10

Guarantees

Each Borrower

shall ensure

that any

guarantees

required by

a protection

and indemnity

or war

risks association are promptly issued and remain in full force and effect.

13.11

Restrictions on employment

No Borrower shall employ its Ship, nor shall permit it to be employed, outside the cover provided

by any obligatory insurances.

13.12

Compliance with terms of insurances

No Borrower

shall 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

obligatory

insurance

repayable

whole

part;

and,

particular:

(a)

each Borrower

shall take

all necessary action

and comply with

all requirements

which may

from

time

applicable

the

obligatory

insurances,

and

(without

limiting

the

obligation

contained in Clause

13.6(c)

(

Copies of policies; letters

of undertaking

)) ensure that

the obligatory

insurances are not made subject

to any exclusions

or qualifications to which the Security

Trustee

has not given its prior approval;

(b)

Borrower

shall

make

any

changes

relating

the

classification

society

manager

operator

the

Ship

owned

approved

the

underwriters

the

obligatory

insurances;

(c)

each

Borrower

shall

make

(and

promptly

supply

copies

the

Agent

of)

all

quarterly

other

voyage declarations

which may

be required

by the

protection and

indemnity risks association

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

(d)

no Borrower

shall 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.

13.13

Alteration to terms of insurances

(a)

No Borrower shall make

nor agree to any

alteration to the

terms of any

obligatory insurance nor

waive any right relating to any obligatory insurance.

(b)

Without limiting

the generality

of the

foregoing,

no Borrower

shall either

make or

agree to

any

alteration

the

terms

any

war

risks

and

allied

perils

coverage

(including

piracy

coverage)

whereby

trading

conditional

(excluded)

areas

not

declared

the

annual

policy

would

altered without the consent of the Agent.

13.14

Settlement of claims

No Borrower

shall settle,

compromise or

abandon any

claim under

any obligatory

insurance for

Total

Loss or

for

a Major

Casualty,

and shall

do all

things necessary

and provide

all documents,

evidence and information

to enable the Security

Trustee

to collect or

recover any moneys

which

at any time become payable in respect of the obligatory insurances.

13.15

Provision of copies of communications

Each Borrower shall provide the Security Trustee, at the time of each

such communication, copies

of all written communications between a 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

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

relating

wholly or

partly to

the effecting

or maintenance

of the

obligatory insurances.

13.16

Provision of information

In addition,

each Borrower

shall promptly

provide the

Security Trustee

(or any

persons which

may designate) with any

information which the Security

Trustee

(or any such designated

person)

requests for the purpose of:

(a)

obtaining

preparing

any

report

from

independent

marine

insurance

broker

the

adequacy of the obligatory insurances effected or proposed to be effected; and/or

(b)

effecting,

maintaining

renewing

any

such

insurances

are

referred

Clause

13.17

(

Mortgagee's interest insurances

) below or dealing

with or considering

any matters relating to any

such insurances,

and the Borrowers shall, forthwith

upon demand, indemnify the Security Trustee

in respect of all

fees and other expenses incurred by or for the account of the Security Trustee in connection with

any such report as is referred to in paragraph

(a).

13.17

Mortgagee's interest insurances

The

Security

Trustee

shall

entitled

from

time

effect,

maintain

and

renew

mortgagee's

interest

marine

insurance

policy

such

amounts,

such

terms,

through

such

insurers

and

generally

such manner

as the

Security Trustee

may

from

time to

time consider

appropriate and each Borrower shall upon demand fully indemnify the Creditor Parties in respect

all

premiums

and

other

expenses

which

are

incurred

connection

with

view

effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter

arising out of any such insurance.

13.18

Review of insurance requirements

The Agent shall be entitled to review

the requirements of this Clause

(

Insurance

) from time to

time in

order to

take

account of

any changes

in circumstances

after the

date of

this Agreement

which the Agent

reasonably considers significant

and capable

of affecting the Borrowers,

the Ships

and

their

Insurances

(including,

without

limitation,

changes

the

availability

the

cost

insurance

coverage

the

risks

which

each

Borrower

may

subject),

and

may

appoint

insurance consultants in relation to this review at the cost of that Borrower.

13.19

Modification of insurance requirements

The Agent shall notify the Borrowers of any proposed modification under Clause

13.18

(

Review of

insurance

requirements

)to

the

requirements

this

Clause

(

Insurance

)

which

the

Agent

reasonably considers appropriate in the circumstances, and such modification shall take effect on

and from the date

it is notified

in writing to the

relevant Borrower as an

amendment to this

Clause

(

Insurance

) and shall bind that Borrower accordingly.

13.20

Compliance with mortgagee's instructions

The Agent shall

be entitled

(without prejudice

to or limitation

of any other

rights which

it may have

or acquire under

any Finance Document)

to require a Ship

to remain at any

safe port or to

proceed

and

remain

any

safe

port

designated

the

Agent

until

the

Borrower

owning

that

Ship

implements

any

amendments

the

terms

the

obligatory

insurances

and

any

operational

changes

required

result

notice

served

under

Clause

13.19

(

Modification

insurance

requirements

SHIP COVENANTS

14.1

General

Each Borrower

also undertakes

with each Creditor

Party to

comply with the

following provisions

of this Clause

(

Ship covenants

) at all times during the Security Period except as the Agent, with

the authorisation of the Majority Lenders, may

otherwise permit (and in the case of Clauses

14.2

(

Ship's name and registration

) and

14.15

(

Restrictions on chartering, appointment of managers

etc

.), such permission not to be unreasonably withheld).

14.2

Ship's name and registration

Each Borrower shall

keep the Ship

owned by it

registered in its

name under an

Approved Flag; shall

not do,

omit to

do or

allow to

be done

anything as

a result

of which

such registration

might be

cancelled or imperilled; and shall not change the name or port

of registry of the Ship owned by it.

14.3

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;

(b)

maintain

the

highest

class

free

overdue

recommendations

and

conditions

with

classification society which is a member of IACS acceptable to the Agent; and

(c)

comply

with

all

laws

and

regulations

applicable

vessels

registered

ports

the

applicable

Approved

Flag State

vessels

trading

any

jurisdiction to

which that

Ship may

trade from time to time, including but not limited to the ISM Code and the ISPS Code.

14.4

Classification society undertaking

Each

Borrower

shall

instruct

the

classification

society

referred

Clause

14.3

(

Repair

and

classification

(a)

to send to

the Security Trustee,

following receipt of

a written request

from the Security

Trustee,

certified true copies of

all original class records

held by the classification

society in relation

to its

Ship;

(b)

allow the

Security Trustee

(or

its agents),

any

time and

from

time to

time, to

inspect the

original class and related

records of its

Ship at the offices of

the classification society and to

take

copies of them;

(c)

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

(i)

receives notification

from that

Borrower or

any other person

that its Ship's

classification

society is to be changed; or

(ii)

becomes aware of

any facts or matters

which may result in

or have resulted

in a change,

suspension, discontinuance,

withdrawal

or expiry

of that

Ship's class

under the

rules or

terms

and

conditions

that

Borrower's

its

Ship's

membership

the

classification

society; and

(d)

following receipt of a written request from the Security Trustee:

(i)

to confirm that

a Borrower is

not in default

of any of

its contractual obligations

or liabilities

to the

classification society and,

without limiting the

foregoing, that

it has paid

in full all

fees or other charges due and payable to the classification society; or

(ii)

Borrower

default

any

its

contractual

obligations

liabilities

the

classification society,

to specify to

the Security Trustee

in reasonable detail

the facts and

circumstances of such default,

the consequences of such default,

and any remedy period

agreed or allowed by the classification society.

14.5

Modification

No Borrower shall make any modification or repairs to, or replacement

of, the Ship owned by it or

equipment

installed

that

Ship

which

would

might

materially

alter

the

structure,

type

performance characteristics of that Ship or materially reduce its value.

14.6

Removal of parts

No Borrower

shall remove

any material

part of

the Ship

owned by

it, or

any item

of equipment

installed on, that Ship unless the part or

item so removed is forthwith

replaced by a suitable part

or item which

is in the

same condition as

or better condition than

the part or

item removed, is

free

from any Security Interest or any right in favour of any

person other than the Security

Trustee and

becomes on

installation

on that

Ship the

property of

that Borrower

and subject

to the

security

constituted by the relevant Mortgage

Provided that

a Borrower may install equipment owned by

a third party

if the equipment can

be removed without any

risk of damage to

the Ship owned by

it.

14.7

Surveys

Each Borrower shall submit the Ship owned by it regularly to all periodical or other surveys which

may be required for classification purposes and, if so required by the Security Trustee provide the

Security Trustee, with copies of all survey reports.

14.8

Inspection

Each Borrower shall permit the

Security Trustee (by surveyors or other persons appointed

by it for

that purpose) to

board the Ship owned

by it at

all reasonable times to

inspect its condition or

satisfy themselves about

proposed or executed repairs

and shall afford all

proper facilities for such

inspections.

14.9

Prevention of and release from arrest

Each Borrower shall promptly discharge:

(a)

all liabilities which give

or may give

rise to maritime or

possessory liens on or claims enforceable

against the Ship owned by it, the Earnings or the Insurances;

(b)

all taxes, dues and other amounts

charged in respect of the Ship owned by

it, the Earnings or the

Insurances; and

(c)

all other outgoings whatsoever in respect of the Ship owned by it, the Earnings or the Insurances,

and, forthwith

upon receiving notice

of the

arrest of

the Ship

owned by

it, or of

its detention

exercise

purported

exercise

any

lien

claim,

that

Borrower

shall

procure

its

release

providing bail or otherwise as the circumstances may require.

14.10

Compliance with laws etc.

Each Borrower shall:

(a)

comply,

procure

compliance

with

the

ISM

Code,

the

ISPS

Code,

all

Environmental

Laws,

all

Sanctions

and

all

other

laws

regulations

relating

the

Ship

owned

it,

its

ownership,

operation and management or to the business of that Borrower;

(b)

not employ the Ship owned by

it nor allow its employment

in any manner contrary

to any law

regulation in any relevant jurisdiction

including but not

limited to the ISM

Code, the ISPS

Code and

all Sanctions; and

(c)

in the event

of hostilities in

any part of

the world (whether

war is

declared or not),

not cause or

permit the

Ship owned

by it

to enter

or trade

to any

zone which

is declared

a war

zone by

any

government

the Ship's

war

risks

insurers

unless the

prior written

consent

the Security

Trustee

has been given and that

Borrower has (at

its expense) effected

any special, additional or

modified insurance cover which the Security Trustee may require.

14.11

Environmental

compliance

Each Borrower shall, and shall procure that the Corporate Guarantor will:

(a)

comply with all Environmental Laws applicable to it;

(b)

obtain, maintain and ensure compliance with all requisite Environmental Approvals;

(c)

implement

procedures

monitor

compliance

with

and

prevent

liability

under

any

Environmental Law applicable to it,

(d)

where failure to do so has or is reasonably likely to have a Material Adverse Effect

14.12

Environmental Claims

Each

Borrower

shall,

and

shall

procure

that

the

Corporate

Guarantor

shall

promptly

upon

becoming aware of the same, inform the Agent in writing of:

(a)

any

Environmental

Claim

against

any

member

the

Group

which

current,

pending

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,

(c)

where the

claim, if

determined against

that member

of the

Group, has

or is

reasonably

likely to have a Material Adverse Effect

14.13

Provision of information

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

regarding:

(a)

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

(b)

the Earnings and payments and amounts due to the master and crew of the Ship owned by it;

(c)

any expenses incurred, or likely to be incurred, in connection with the operation, maintenance or

repair of the Ship owned by it and any payments made in respect of that Ship;

(d)

any towages and salvages; and

(e)

its compliance, the Approved

Manager's compliance and the compliance

of the Ship owned

by it

with the ISM Code, the ISPS Code and all Sanctions,

and,

upon

the

Security

Trustee's

request,

provide

copies

any

current

charter

and

charter

guarantee

relating

the

Ship

owned

and

copies

that

Borrower's

the

Approved

Manager's Document of Compliance.

14.14

Notification of certain events

Each Borrower shall immediately notify the Security Trustee by fax, confirmed forthwith, by letter

of:

(a)

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

(b)

any occurrence as a result of which the Ship owned by it

has become or is, by the passing of time

or otherwise, likely to become a Total Loss;

(c)

any

requirement

recommendation

made

any

insurer

classification

society

any

competent authority which is not immediately complied with;

(d)

any arrest or detention

of the Ship owned by it, any

exercise or purported exercise

of any lien on

that Ship or its Earnings or any requisition of that Ship for hire;

(e)

any intended dry docking of the Ship owned by it;

(f)

any Environmental Claim made against that Borrower or in connection with the Ship owned by it,

or any Environmental Incident;

(g)

any

claim

for

breach of

the ISM

Code or

the

ISPS Code

being made

against

that

Borrower,

the

Approved Manager or otherwise in connection with the Ship owned by it; or

(h)

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 that Borrower shall keep the Security Trustee advised in writing on

a regular basis and in such

detail

the

Security Trustee

shall

require

that

Borrower's,

the

Approved

Manager's

any

other person's response to any of those events or matters.

14.15

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

or consecutive voyage charter

in respect of

that Ship for

a term which

exceeds,

or which by virtue of any optional extensions may exceed, 24 months;

(c)

enter

into any

charter in

relation to

that Ship

under which

more than

two months'

hire (or

the

equivalent) is payable in advance;

(d)

charter that

Ship otherwise

than on

bona fide

arm's length

terms at

the time

when that

Ship is

fixed;

(e)

appoint a

manager of

that Ship

other than

the Approved

Manager or

agree to

any alteration

the terms of the Approved Manager's appointment;

(f)

de activate or lay-up that Ship; or

(g)

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) unless

that

person

has

first

given

the

Security

Trustee

and

terms

satisfactory

written

undertaking not

to exercise

any lien

on that

Ship or

its Earnings

for the

cost of

such work

or for

any other reason.

14.16

Notice of Mortgage

Each

Borrower

shall

keep

the

Mortgage

registered

against

the

Ship owned

it as

valid

first

priority or preferred mortgage, carry on board

that Ship a certified

copy of the such

Mortgage and

place and maintain

in a conspicuous place

in the navigation

room and the

Master's cabin of

that

Ship a framed printed notice

stating that that Ship is mortgaged

by that Borrower to the

Security

Trustee.

14.17

Sharing of Earnings

No Borrower shall:

(a)

enter into any agreement or arrangement for the sharing of any Earnings;

(b)

enter into any

agreement or

arrangement for the

postponement of

any date on

which any

Earnings

are due; and

(c)

permit

the

reduction

the

amount

any

Earnings

otherwise

for

the

release

adverse

alteration of any right of that Borrower to any Earnings.

14.18

ISPS Code

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

(a)

procure that

the Ship

owned by

it and

the company

responsible for

that Ship's

compliance with

the ISPS Code comply with the ISPS Code;

(b)

maintain for that Ship an ISSC; and

(c)

notify

the

Agent

immediately

writing

any

actual

threatened

withdrawal,

suspension,

cancellation or modification of the ISSC.

14.19

Charterparty Assignment

If a Borrower enters into any Charter (subject to obtaining

the consent of the Agent in

accordance

with Clause

14.15(b)

(

Restrictions on

chartering, appointment

of managers

etc

.)), that

Borrower

shall

the

request

the

Agent

execute

favour

the

Security

Trustee

(and

applicable) a Charterparty Assignment and shall:

(a)

serve

notices

the

Charterparty

Assignment on

the Charterer

and

procure

that

the

Charterer

acknowledges such notice in such form as the Agent may approve or require; and

(b)

deliver to the Agent such other documents equivalent to those referred to at paragraphs 3, 4 and

5 of

Part A

(

Conditions precedent documents

), as the Agent may require.

14.20

Poseidon Principles

Each Borrower shall, upon the request by a Lender and at the cost of the Borrowers, on or before

31st July in each calendar year,

supply or procure the supply by the relevant

classification society

to the

Agent of

all information

necessary in order

for such

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 owned by

for the preceding

calendar year

provided always that,

for the avoidance

of doubt,

such information

shall be

confidential information

but each

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 and that a Lender may disclose such information: (i)

either

any

classification

society

other

entity

which

Lender

has

engaged

make

the

calculations

necessary to

enable that

Lender to

comply with

its reporting

obligations

under the

Poseidon

Principles

(such

calculations

made

the

cost

the

relevant

Lender)

(ii)

otherwise permitted under the terms of this Agreement.

14.21

Inventory of Hazardous Material

Each Borrower shall procure that, on the date falling 18 months after the date of this Agreement,

its Ship has obtained an Inventory of Hazardous Material, which shall be maintained until the end

of the Security Period.

14.22

Sustainable and socially responsible dismantling of ships

(a)

Each Borrower

shall (and shall procure

that each other

member of the Group

shall) procure that

for the duration of the Security Period:

(b)

the Ship owned by it or any other

Fleet Vessel 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

Convention (in the event

that the Approved

Flag State is not

an EEA

Member Country) or the EU Ship Recycling

Regulation (in the event

that the Approved Flag State

is an EEA Member Country); or

(c)

where the

Ship owned by

it or any

other Fleet Vessel

is sold

to an

intermediary (whether or

not

with

the

intention

being

recycled),

shall

provide

the

intermediary

with

any

ship-relevant

information in its possession which it considers necessary for the development of a ship recycling

plan in accordance with the EU Ship Recycling Regulation.

14.23

Sanctions provisions

Without limiting Clause

14.10

(

Compliance with laws etc.

), each Borrower:

(a)

shall, and shall procure that

the Ship owned by it and each

Security Party shall, and, in respect of

any

charterer,

shall use

all reasonable

endeavours

procure

that the

Charterer

and any

other

charterer in respect of its Ship

shall, comply in all respects

with all laws to which it

may be subject,

including, without limitation, all national and

international laws, derivatives, regulations, decrees,

rulings and such analogous rules, including, but not limited to, rules relating to Sanctions.

(b)

undertakes to make

the Charterer and all other charterers

and operators of the

Ship owned by it

aware of the requirements of this Clause and Clause

10.18

(

Sanctions

) and shall procure that they

act in accordance with these requirements.

14.24

Change of Approved Manager

(a)

Each

Borrower

may,

its

sole

discretion,

any

time

during

the

Security

Period,

change

the

Approved Manager

of its

Ship from

Diana Shipping

Services S.A.

to Diana

Wilhelmsen Management

Limited,

provided that

the Borrowers shall give the Agent five Business' Days

prior written notice

and shall provide the Agent no later than the date of such change with:

(b)

documents of

the kind specified

in paragraphs

, and

Part A

(

Condition

precedent documents

) in respect of Diana Wilhelmsen Management Limited;

(c)

the documents

referred to in

paragraph

Part B

(

Condition precedent

documents

);

and

(d)

any other documents that the Agent may reasonably require.

SECURITY COVER

15.1

Minimum required security cover

Clause

15.2 (

Provision of additional

security; prepayment

) applies if

at any relevant time

during the

Security Period, the Agent notifies the Borrowers that:

(i)

(a)

the aggregate of the Market Value of the Ships then subject to a Mortgage;

plus

(ii)

(b)

the net realisable value

of any additional

security previously provided under

this

Clause

(

Security cover

(b)

(the "

Security Cover Ratio

") is below:

(c)

(i)

154 per

cent.

of the

Loan, for

the period starting

on the

date of

this Agreement

and ending on the date falling six months after the Drawdown Date; or

(ii)

125 per cent.

of the Loan and

the Swap Exposure for the remainder

of the Security Period.

15.2

Provision of additional security; prepayment

the

Agent

serves

notice

the

Borrowers

under

Clause

(

Minimum

required

security

cover

(a)

the

case

Clause

(i)

(

Minimum

required

security

cover

)

the

Borrowers

shall

least

Business Day

before the date

falling one

month after the

date on

which the

Agent's notice

is served

under

Clause

(

Minimum

required

security

cover

)

(the

Prepayment

Date

have

provided

additional security which,

in the opinion

of the Majority

Lenders, has a net

realisable value at least

equal to the

shortfall and is

documented in such terms

as the Agent may,

with the authorisation

of the Majority Lenders, approve or require;

and

(b)

in the case

of Clause

(ii) (

Minimum required security

cover

) the

Borrowers shall

prepay such

part at least

of the Loan

as will eliminate

the shortfall on

or before

the Prepayment Date,

unless

least

Business

Day

before

the

Prepayment

Date

the

Borrowers

have

provided

additional

security which, in the opinion of the Majority Lenders,

has a net realisable value at

least equal to

the shortfall

and is

documented

in such

terms as

the Agent

may,

with the

authorisation of

the

Majority Lenders, approve or require.

15.3

Valuation of Ships

The Market

Value

of a

Ship (or

any other

Fleet Vessel)

at any

date during

the Security

Period is

that shown by a valuation to be prepared:

(a)

as at a date not more than 14 days previously;

(b)

by an Approved Broker (selected by the Borrowers and appointed by the Agent);

(c)

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

(d)

the basis

a sale

for

prompt

delivery for

cash

normal

arm's length

commercial

terms as between a willing seller and a willing buyer,

free of any existing charter or other

contract of employment; and

(e)

after deducting the estimated amount

of the usual and

reasonable expenses which would

be incurred in connection with the sale,

Provided that

if the Agent

reasonably determines that

the Market

Value of

the Ship shown

by a

valuation

prepared in

accordance with

this Clause

(

Valuation

of Ships

) does

not accurately

reflect the value

of that

Ship, it

shall have the

right to

appoint (at

the Borrowers' expense)

a second

Approved

Broker

provide

valuation

that

Ship

addressed

the

Agent

and

prepared

accordance

with

the

terms

this

Agreement

and

the

Market

Value

that

Ship

shall

the

arithmetic average of the two valuations.

15.4

Value of additional security

The net realisable value of

any additional security which is

provided under Clause

15.2

(

Provision

of additional security; prepayment

) shall be determined as follows:

(a)

if it consists of a Security Interest over

a vessel shall be that shown by a valuation complying with

the requirements of Clause

(

Valuation of Ships

); and

(b)

if it consists of cash, the US Dollar amount thereof.

15.5

Valuations binding

Any valuation

under Clauses

15.2

(

Provision of

additional security; prepayment

(

Valuation

Ships

)

15.4

(

Value

additional

security

)

shall

binding

and

conclusive

regards

the

Borrowers, as

shall be any

valuation which

the Majority Lenders

make of

any additional security

which does not consist of or include a Security Interest.

15.6

Provision of information

The Borrowers

shall promptly

provide the

Agent and

the Approved

Broker

acting under

Clauses

(

Valuation

Ships

)

15.4

(

Value

additional security

)

with

any

information

which

the

Agent or the

Approved Broker may request

for the purposes

of the

valuation; and,

if the

Borrowers

fail to provide the information by the date specified in

the request, the valuation may be made on

any

basis

and

assumptions

which

the

Approved

Broker

the

Majority

Lenders

(or

the

expert

appointed by them)

consider prudent. For

the avoidance of

doubt, the Security Cover

Ratio shall

be tested on

the date

falling six

months after

the Drawdown Date

and thereafter

once per

calendar

year or at such other times as may be requested by the Agent.

15.7

Payment of valuation expenses

Without

prejudice

the

generality

the

Borrowers'

obligations

under

Clauses

20.2

(

Costs

negotiation, preparation etc

.),

20.3

(

Costs of variations, amendments, enforcement etc

.) and

21.2

(

Miscellaneous indemnities

), the

Borrowers

shall, on

demand, pay

the Agent

the amount

of the

fees and expenses of the Approved

Broker instructed by the Agent

under this Clause and all legal

and other

expenses incurred

by any

Creditor Party

in connection

with any

matter

arising out

this

Clause

(provided

that,

other

than

the

valuation(s)

obtained

for

the

purpose

testing

the

Security Cover Ratio

on the date

falling six months

after the Drawdown

Date) no

more than one

valuation per Ship subject to

a Mortgage per year and,

if required by the Agent pursuant

to Clause

(

Valuation of Ships

), one additional valuation

per such Ship per

year shall be payable

by the

Borrowers,

save

for

Event

Default

has

occurred

which

continuing

which

case

the

Borrowers

shall be liable to

pay for all

valuations that take

place during the period such

Event of

Default is continuing)

and all

legal and other

expenses incurred by

any Creditor Party in

connection

with any matter arising out of this Clause.

15.8

Application of prepayment

Clause

8.11 (

Application of partial

prepayment

) shall apply

in relation to any

prepayment pursuant

to Clause

(

Security cover

PAYMENTS

AND CALCULATIONS

16.1

Currency and method of payments

All payments to

be made by the

Lenders or by

any Borrower

under a Finance Document

shall be

made to the Agent or to the Security Trustee, in the case of an amount payable to it:

(a)

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

(b)

in same day

Dollar funds

settled through the

New York Clearing House

Interbank Payments System

(or in

such other

Dollar funds

and/or settled

in such

other manner

as the

Agent shall

specify as

being

customary

the

time

for

the

settlement

international

transactions

the

type

contemplated by this Agreement);

(c)

in the case of

an amount payable

by a Lender to

the Agent or

by a Borrower

to the Agent or

any

Lender, to such account as the Agent

may from time to time

notify to the

Borrowers and the other

Creditor Parties; and

(d)

in the case of

an amount payable to

the Security Trustee,

to such account as

it may from

time to

time notify to the Borrowers and the other Creditor Parties.

16.2

Payment on non-Business Day

If any

payment

by any

Borrower

under a

Finance Document

would otherwise

fall

due on

a day

which is not a Business Day:

(a)

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

(b)

if the next succeeding

Business Day falls in

the next calendar

Month, the due

date shall be brought

forward to the immediately preceding Business Day,

and interest shall be payable during any extension under paragraph

at the rate payable on the

original due date.

16.3

Basis for calculation of periodic payments

All interest and commitment fee and any other payments under any Finance

Document which are

of an annual

or periodic nature

shall accrue from

day to day

and shall be calculated

on the basis

of the actual number of days elapsed and a 360 day year.

16.4

Distribution of payments to Creditor Parties

Subject to

Clauses

16.5

(

Permitted

deductions by

Agent

16.6

(

Agent only

obliged to

pay when

monies received

) and

16.7

(

Refund to Agent of monies not received

(a)

any amount received

by the Agent under

a Finance Document for

distribution or remittance

to a

Lender, the Swap Bank or

the Security

Trustee shall be made

available by the Agent

to that Lender,

the Swap

Bank or,

as the

case may

be, the

Security Trustee

by payment,

with funds

having the

same value as the funds received,

to such account as such Lender,

the Swap Bank or the Security

Trustee may

have notified to the Agent not less than five Business Days previously; and

(b)

amounts to be applied in satisfying amounts

of a particular category which are due

to the Lenders

and/or the

Swap Bank

generally shall

be distributed

by the

Agent to

each Lender

and the

Swap

Bank pro rata to the amount in that category which is due to it.

16.5

Permitted deductions by Agent

Notwithstanding any other

provision of this

Agreement or any

other Finance

Document, the Agent

may, before making an amount available to a Lender or the

Swap Bank, deduct and

withhold from

that amount

any sum which

is then due

and payable to

the Agent from

that Lender or

the Swap

Bank under any Finance Document

or any sum which the

Agent is then entitled under

any Finance

Document to require that Lender or the Swap Bank to pay on demand.

16.6

Agent only obliged to pay when monies received

Notwithstanding any other

provision of this

Agreement or any

other Finance

Document, the Agent

shall not be obliged

to make

available to

any Borrower or

any Lender or the

Swap Bank any

sum

which the

Agent

is expecting

receive

for

remittance

distribution to

that Borrower

that

Lender or the Swap Bank until the Agent has satisfied itself that it has received that sum.

16.7

Refund to Agent of monies not received

If and to the extent

that the Agent makes

available a sum to

a Borrower or a Lender or

the Swap

Bank, without first having received that sum, that Borrower or (as the case may be) the Lender or

the Swap Bank concerned shall, on demand:

(a)

refund the sum in full to the Agent; and

(b)

pay to

the Agent

the amount

(as certified

by the

Agent) which

will indemnify

the Agent

against

any funding or other loss, liability or expense incurred by the Agent as a result of making the sum

available before receiving it.

16.8

Agent may assume receipt

Clause

16.7

(

Refund to

Agent of

monies not received

) shall not

affect any

claim which the

Agent

has under

the law

of restitution,

and applies

irrespective of

whether the

Agent had

any form

notice that it had not received the sum which it made available.

16.9

Creditor Party accounts

Each

Creditor Party

shall maintain

accounts showing

the amounts

owing to

it by

the Borrowers

and

each

Security

Party

under

the

Finance

Documents

and

all

payments

respect

those

amounts made by the Borrowers and any Security Party.

16.10

Agent's memorandum account

The Agent shall maintain a memorandum account showing the amounts advanced

by the Lenders

and all other sums owing to the Agent, the Security Trustee

and each Lender from the Borrowers

and

each

Security

Party

under

the

Finance

Documents

and

all

payments

respect

those

amounts made by the Borrowers and any Security Party.

16.11

Accounts prima facie evidence

any

accounts

maintained

under

Clauses

16.9

(

Creditor

Party

accounts

)

and

16.10

(

Agent's

memorandum

account

)

show

amount

owing

Borrower

Security

Party

Creditor

Party,

those

accounts

shall

prima facie

evidence that

that

amount

owing

that

Creditor Party.

APPLICATION OF RECEIPTS

17.1

Normal order of application

Except

any

Finance

Document

may

otherwise

provide,

any

sums

which

are

received

recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:

(a)

FIRST:

towards

satisfaction

any

amounts

then

due

and

payable

under

the

Finance

Documents in the following order and proportions:

(i)

first, in

or towards satisfaction

pro rata of

all amounts

then due

and payable

to the

Creditor

Parties under the Finance

Documents other than

those amounts referred to at

paragraphs

and

(iii)

(including, but without limitation, all amounts payable by any Borrower under

Clauses

(

Fees and

expenses

(

Indemnities

) and

(

No set-off

or Tax

Deduction

) of

this

Agreement

any

Borrower

any

Security

Party

under

any

corresponding

similar provision in any other Finance Document);

(ii)

secondly,

in or towards satisfaction

pro rata of

any and all amounts of

interest or default

interest

payable

the

Creditor

Parties

under

the

Finance

Documents

(and,

for

this

purpose, the

expression "

interest

" shall

include any

net amount

which a

Borrower shall

have

become

liable

pay

deliver

under

section

2(e)

(

Obligations

)

the

Master

Agreement

but

shall

have

failed

pay

deliver

the

Swap

Bank

the

time

application or distribution under this Clause

(

Application of receipts

)); and

(iii)

thirdly, in or towards

satisfaction pro rata of the Loan and the Swap Exposure (in the case

of the latter, calculated as at the actual Early Termination Date applying to each particular

Designated

Transaction,

such

Early

Termination

Date

shall

have

occurred,

calculated

Early

Termination

Date

occurred

the

date

application

distribution hereunder);

(b)

SECONDLY:

in retention of

an amount equal

to any amount

not then due and

payable under any

Finance Document but which the

Agent, by notice to

the Borrowers, the

Security Parties and the

other Creditor Parties,

states in its

opinion will

either or

may become due

and payable in

the future

and,

upon

those

amounts

becoming

due

and

payable,

towards

satisfaction

them

accordance with the provisions of Clause

17.1(a)

(

Normal order of application

); and

(c)

THIRDLY:

any surplus

shall be

paid to

the Borrowers or

to any

other person

appearing to

be entitled

to it.

17.2

Variation of order of application

The Agent

may,

with the

authorisation of the

Majority Lenders

and the

Swap Bank,

by notice

the Borrowers, the Security

Parties and the other Creditor

Parties provide for

a different manner

of application from that

set out in

Clause

17.1 (

Application of receipts

) either as

regards a specified

sum or sums or as regards sums in a specified category or categories.

17.3

Notice of variation of order of application

The Agent may

give notices

under Clause

17.2 (

Variation of order

of application

) from time

to time;

and such a notice may be stated to apply not only to sums which may be received or recovered in

the future, but

also to any

sum which

has been

received or recovered

on or after

the third Business

Day before the date on which the notice is served.

17.4

Appropriation rights overridden

This Clause

(

Application of

receipts

) and

any notice

which the

Agent gives

under Clause

17.2

(

Variation

order

application

)

shall

override

any

right

appropriation

possessed,

and

any

appropriation made, by any Borrower or any Security Party.

APPLICATION OF EARNINGS

18.1

Payment of Earnings

Each Borrower undertakes with

each Creditor Party to

ensure that, throughout

the Security

Period

(and subject only to the provisions of the

General Assignment to which it is a party)

all Earnings of

the Ship owned by it (including but not limited to any sale and/or insurance proceeds) are paid to

the Earnings Account for that Ship.

18.2

Location of accounts

Each Borrower shall promptly:

(a)

comply with any requirement

of the Agent as

to the location or

re location of its

Earnings Account;

and

(b)

execute any

documents which the Agent

specifies to create

or maintain in

favour of the

Security

Trustee

a Security Interest

over (and/or

rights of set-off,

consolidation or other

rights in relation

to) its Earnings Account.

18.3

Debits for expenses etc.

The

Agent

shall

entitled

(but

not

obliged)

from

time

debit

any

Earnings

Account

without prior notice in order

to discharge any

amount due and payable

under Clause

a Creditor

Party or

payment of

which any

Creditor Party

has become

entitled to

demand under

Clause

(

Fees and expenses

) or

(

Indemnities

18.4

Borrowers' obligations unaffected

The provisions of this Clause

(

Application of Earnings

) do not affect:

(a)

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

(b)

any

other

liability

obligation

the

Borrowers

any

Security

Party

under

any

Finance

Document.

18.5

Earnings Accounts balances

Subject

the

other

terms

this

Agreement

(including,

without

limitation,

the

terms

this

Clause

(

Application of Earnings

)), the monies on the Earnings

Account shall be freely available

to the Borrowers to be used in

accordance with and in compliance with the terms and conditions

of this

Agreement subject

to no

Event of Default

having occurred

which is

continuing and

the Agent

having given notice

to the Borrowers

that such monies shall

not be freely

available as a

result of

such Event of Default.

EVENTS OF DEFAULT

19.1

Events of Default

An Event of Default occurs if:

(a)

any Borrower

or any

Security Party

fails to

pay when

due or

(if so

payable) on

demand any

sum

payable under a Finance Document or under any document relating to a Finance Document; or

(b)

any

breach

occurs

Clauses

9.2

(

Waiver

conditions precedent

10.17

(

immunity

10.18

(

Sanctions

11.2 (

Title; negative

pledge

11.3 (

No disposal

of assets

11.9 (

Consents

11.18 (

Know

your

customer

11.20

(

Bribery

and

anti-corruption

laws

11.21

(

Sanctions

11.22

(

Use

proceeds

12.2

(

Maintenance

status)

12.3

(

Negative

undertakings

13.2

(

Maintenance

obligatory

insurances

13.3

(

Terms

obligatory

insurances

(

Minimum

required

security

cover

15.2

(

Provision

additional

security;

prepayment

)

and

12.4

(

Compliance

Check)

the

Corporate Guarantee; or

(c)

any breach by any

Borrower or any Security Party occurs

of any provision of a

Finance Document

(other

than

breach

covered

paragraphs

)

which,

the

opinion

the

Majority

Lenders,

capable

remedy,

and

such

default

continues

un-remedied

ten

days

after

written

notice from the Agent requesting action to remedy the same; or

(d)

(subject

any

applicable

grace

period

specified

the

Finance

Document)

any

breach

any

Borrower or any

Security Party

occurs of any

provision of

a Finance

Document (other

than a

breach

falling within paragraphs

); or

(e)

any representation, warranty or statement made or repeated by, or by an officer of, the Borrower

Security

Party

Finance

Document

the

Drawdown

Notice

any

other

notice

document relating

to a

Finance Document is

materially untrue

or misleading when

it is

made or

repeated; or

(f)

any of the

following occurs in

relation to any

Financial Indebtedness of a Relevant

Person (in

the

case

all

Relevant

Persons

(taken

whole)

exceeding

aggregate

$10,000,000

(or

the

equivalent in any other currency)

at any relevant time

Provided that

in the case of

each Borrower,

individually,

any

Financial

Indebtedness

exceeding

$500,000

(or

the

equivalent

any

other

currency)):

(i)

any Financial Indebtedness of a Relevant Person is not paid when due; or

(ii)

any Financial Indebtedness of

a Relevant Person

becomes due and payable

or capable of

being declared due and payable prior to

its stated maturity date as a consequence of

any

event of default; or

(iii)

lease,

hire

purchase

agreement

charter

creating

any

Financial

Indebtedness

Relevant

Person

terminated

the

lessor

owner

becomes

capable

being

terminated as a consequence of any termination event; or

(iv)

any overdraft,

loan, note issuance,

acceptance credit, letter

of credit, guarantee,

foreign

exchange or other facility, or any swap or

other derivative contract or transaction,

relating

any

Financial

Indebtedness

Relevant

Person

ceases

available

becomes

capable of being terminated as

a result of any event

of default, or cash cover

is required,

or becomes capable of being required, in respect of such a facility as a result of any event

of default; or

(v)

any Security

Interest

securing any

Financial Indebtedness

of a

Relevant Person

becomes

enforceable; or

(g)

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

(i)

a Relevant Person becomes, in

the opinion of

the Majority Lenders,

unable to pay its

debts

as they fall due; or

(ii)

any assets of a Relevant

Person are subject to

any form of execution,

attachment, arrest,

sequestration or

distress in

respect of

a sum

of,

or sums

exceeding, in

aggregate,

in the

case of all

Relevant Persons (taken as a whole)

$10,000,000 (or the

equivalent in any other

currency) at

any relevant

time

Provided that

in the case

of each

Borrower,

individually,

any

sum

of,

sums

exceeding,

aggregate

$500,000

(or

the

equivalent

any

other

currency);

(iii)

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

(iv)

an administrator is appointed (whether

by the court or

otherwise) in respect

of a Relevant

Person; or

(v)

any formal declaration of

bankruptcy or any

formal statement to the

effect that a

Relevant

Person is

insolvent or

likely to

become insolvent

is made by

a Relevant

Person or

by the

directors

of a

Relevant

Person

or,

in any

proceedings, by

a lawyer

acting for

a Relevant

Person; or

(vi)

a provisional liquidator is appointed in respect of a Relevant Person, a winding up order is

made in relation

to a Relevant

Person or

a winding up resolution

is passed by a

Relevant

Person; or

(vii)

a resolution is passed, an administration notice is given or filed, an application or petition

to a court is made or presented

or any other step is

taken by (aa) a

Relevant Person, (bb)

the members

or directors

of a

Relevant Person,

(cc) a

holder of

Security Interests

which

together

relate

all

substantially

all

the

assets

Relevant

Person,

(dd)

government

minister

public or

regulatory

authority

a Pertinent

Jurisdiction for

with a view to the winding up of that or another Relevant Person or the appointment of a

provisional

liquidator or

administrator

in respect

of that

or another

Relevant

Person,

that or another

Relevant Person

ceasing or suspending business

operations or

payments

creditors,

save

that

this paragraph

does

not

apply to

fully

solvent

winding up

Relevant Person

other than a

Borrower or

the Corporate

Guarantor which

is, or is

to be,

effected

for the

purposes of

an amalgamation

or reconstruction

previously approved

the Majority Lenders and effected

not later than three months

after the commencement

of the winding up; or

(viii)

an administration

notice is given

or filed, an

application or petition

to a court

is made or

presented or any

other step is

taken by a

creditor of a

Relevant Person (other than

a holder

Security

Interests

which

together

relate

all

substantially

all

the

assets

Relevant

Person)

for

the

winding

Relevant

Person

the

appointment

provisional

liquidator

administrator

respect

Relevant

Person

any

Pertinent

Jurisdiction, unless

the proposed

winding up,

appointment of

a provisional

liquidator or

administration is being

contested in good

faith, on substantial grounds

and not

with a

view

to some

other insolvency

law procedure

being implemented

instead and

either (aa)

the

application

petition

dismissed

withdrawn

within

days

being

made

presented, or (bb) within 30

days of the administration

notice being given or filed, or the

other relevant steps being taken, other action is taken which will ensure that there

will be

administration

and

(in both

cases

(aa) or

(bb))

the

Relevant

Person

will

continue

carry on business in the ordinary way and without being

the subject of any actual, interim

or pending insolvency law procedure; or

(ix)

Relevant

Person

its

directors

take

any

steps

(whether

making

presenting

application or

petition to

a court,

or submitting

or presenting

a document

setting out

proposal or proposed terms, or otherwise) with

a view to obtaining, in relation

to that or

another Relevant

Person,

any

form of

moratorium,

suspension or

deferral

of payments,

reorganisation of debt

(or certain

debt) or

arrangement with all

or a

substantial proportion

(by

number

value)

creditors

any

class

them

any

such

moratorium,

suspension or

deferral

of payments,

reorganisation

or arrangement

is effected

by court

order,

by the filing of documents with a court, by means of a contract or in any other way

at all; or

(x)

any

meeting

the

members

directors,

any

committee

the

board

senior

management, of a Relevant Person is held or summoned for the purpose of considering a

resolution or

proposal to

authorise or

take

any action

of a

type described

in paragraphs

(iv)

(ix)

or a

step preparatory

to such

action, or

(with or

without such

a meeting)

the

members,

directors

such

committee

resolve

agree

that

such

action

step

should be taken or

should be taken if

certain conditions materialise or fail

to materialise;

(xi)

country

other

than

England,

any

event

occurs,

any

proceedings

are

opened

commenced or any step is taken which, in the

opinion of the Majority

Lenders is similar to

any of the foregoing; or

(h)

any Borrower

ceases or

suspends carrying

on its

business or

a part

of its

business which,

in the

opinion of the Majority Lenders, is material in the context of this Agreement; or

(i)

it becomes unlawful in any Pertinent Jurisdiction or impossible:

(i)

for any Borrower,

the Corporate Guarantor or any Security Party to discharge

any liability

under

Finance

Document

comply

with

any

other

obligation

which

the

Majority

Lenders consider material under a Finance Document;

(ii)

for the

Agent, the Security

Trustee,

the Lenders or

the Swap Bank

to exercise

or enforce

any right under, or to

enforce any Security Interest created by,

a Finance Document; or

(j)

any official consent necessary to enable any Borrower to own, operate or charter the Ship owned

enable

any

Borrower

any

Security Party

comply

with

any

provision

which

the

Majority Lenders consider

material of

a Finance Document

is not granted,

expires without

being

renewed,

revoked

becomes

liable to

revocation

any

condition

such a

consent

not

fulfilled; or

(k)

appears

the

Majority Lenders

that,

without

their

prior

consent,

change

has

occurred

probably has occurred after the date of this Agreement in the ownership of any of the shares in a

Borrower or the Approved Manager; or

(l)

any provision which the

Majority Lenders consider

material of a Finance

Document proves to have

been or becomes invalid

or unenforceable, or a

Security Interest created

by a Finance Document

proves

have

been or

becomes invalid

or unenforceable

or such

a Security

Interest

proves

have ranked

after,

or loses its priority to,

another Security Interest or

any other third party

claim

or interest; or

(m)

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

(n)

without the prior consent

of the Lenders, the

shares of the Corporate Guarantor cease

to be listed

on the New York Stock Exchange; or

(o)

an Event of Default (as defined in section 14 of the Master Agreement) occurs; or

(p)

the Master

Agreement

is terminated,

cancelled, suspended,

rescinded or

revoked

or otherwise

ceases to remain in full force and effect for any reason except with the consent of the Swap Bank;

(q)

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

(i)

a change in the financial position, state of affairs or prospects of any Relevant Person; or

(ii)

any

accident

other

event

involving

any

Ship

another

vessel

owned,

chartered

operated by a Relevant Person,

in the light

of which the

Majority Lenders consider

that there is a

significant risk that

any Borrower

or Corporate Guarantor is,

or will later

become, unable

to discharge its

liabilities under

the Finance

Documents as they fall due.

19.2

Actions following an Event of Default

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

of Default:

(a)

the Agent may,

and if so instructed by the Majority Lenders, the Agent shall:

(i)

serve on

the Borrowers

a notice

stating

that all

or part

of the

Commitments and

of the

other obligations

of each

Lender to

the Borrowers

under this

Agreement

are cancelled;

and/or

(ii)

serve on the Borrowers a notice stating

that all or part of the Loan together with accrued

interest

and all

other amounts

accrued or

owing under

this Agreement

are immediately

due and payable or are due and payable on demand; and/or

(iii)

take any other action which, as a result of the Event of Default or any notice

served under

paragraph

, the Agent and/or

the Lenders are

entitled to take

under any Finance

Document or any applicable law; and/or

(b)

the Security

Trustee

may,

and if

so instructed

by the Agent,

acting with the

authorisation of

the

Majority

Lenders,

the

Security

Trustee

shall

take

any

action

which,

result

the

Event

Default or any

notice served under paragraph

, the Security Trustee,

the Agent and/or

the

Lenders

and/or

the

Swap

Bank

are

entitled

take

under

any

Finance

Document

any

applicable law.

19.3

Termination of Commitments

the

service

notice

under

Clause

19.2(a)(i)

(

Actions

following

Event

Default

the

Commitments and

all other

obligations

of each

Lender to

the Borrowers

under this

Agreement

shall be cancelled.

19.4

Acceleration of Loan

On the service of a notice

under Clause

19.2(a)(ii)

(

Actions

following an Event of Default

), all or, as

the case may be, the

part of the Loan

specified in the notice

together with accrued interest and all

other amounts accrued or owing from the Borrowers

or any Security Party under this Agreement

and every other

Finance Document shall

become immediately due

and payable or, as the

case may

be, payable on demand.

19.5

Multiple notices; action without notice

The Agent

may serve

notices under

Clauses

19.2(a)(i)

and

(ii) (

Actions following

an Event of

Default

)

simultaneously

different

dates

and

and/or

the

Security

Trustee

may

take

any

action

referred to

in Clause

19.1(q)

(

Actions following an Event

of Default

) if no such

notice is served or

simultaneously with or at any time after the service of both or either of such notices.

19.6

Notification of Creditor Parties and Security Parties

The Agent shall send to each Lender, the Swap Bank, the Security Trustee and each Security Party

a copy

or the

text of

any notice

which the

Agent serves

on the

Borrowers

under Clause

19.1(q)

(

Actions following an Event of Default

); but the notice shall become effective when it is served on

the Borrowers, and no failure or delay by the Agent to send a copy or the text of the

notice to any

other person

shall invalidate

the notice

or provide

any Borrower

or any

Security Party

with any

form of claim or defence.

19.7

Creditor Party's rights unimpaired

Nothing in

this Clause

shall be

taken to impair

or restrict

the exercise of

any right given

to individual

Lenders or

the Swap

Bank under a

Finance Document or

the general

law; and,

in particular,

this

Clause is without prejudice to Clause

3.1

(

Interest of Lenders and Swap Bank several

19.8

Exclusion of Creditor Party liability

No Creditor Party,

and no receiver or

manager appointed by

the Security Trustee,

shall have any

liability to a Borrower or a Security Party:

(a)

for any

loss caused by

an exercise

of rights

under,

or enforcement

of a Security

Interest

created

by,

a Finance

Document or

by any

failure

or delay

to exercise

such a

right or

to enforce

such a

Security Interest; or

(b)

as mortgagee

in possession or

otherwise, for

any income

or principal

amount which might

have

been

produced

realised

from

any

asset

comprised

such

Security

Interest

for

any

reduction (however caused) in the value of such an asset,

except that this does not exempt a Creditor Party or a receiver or manager from liability

for losses

shown to have been directly

and mainly caused

by the dishonesty or

the wilful misconduct

of such

Creditor Party's own officers and employees

or (as the case may be) such receiver's

or manager's

own partners or employees and any other member of the Group.

19.9

Relevant Persons

this

Clause

(

Events

Default

Relevant

Person

means

Borrower,

the

Corporate

Guarantor or a Security Party,

and any company which is a subsidiary of the Corporate Guarantor

Security

Party

and

any

other

member

the

Group

but

excluding

any

company

which

dormant and the value of whose gross assets is $50,000 or less.

19.10

Interpretation

Clause

19.1(f)

(

Events

Default

references

event

default

termination

event

include

any

event,

howsoever

described,

which

similar

event

default

facility

agreement

termination

event

finance

lease; and

Clause

19.1(g)

(

Events

Default

petition

" includes an application.

19.11

Position of Swap Bank

Neither the Agent

nor the Security

Trustee

shall be obliged,

in connection with

any action

taken

or proposed to

be taken

under or pursuant to

the foregoing provisions

of this Clause

, to have

any regard to the

requirements of the Swap Bank except

to the extent that the Swap

Bank is also

a Lender.

FEES AND EXPENSES

20.1

Fees

The Borrowers shall pay to the Agent:

(a)

on the

date of

this Agreement,

a non-refundable

arrangement fee

computed at

the rate

of 0.70

per

cent.

the

Total

Commitments

for

distribution

among

the

Lenders

pro

rata

their

Commitments.

(b)

a commitment fee

at a rate

equal to

35 per

cent. of the

Margin per annum

on the

undrawn amount

of the Total

Commitments from time to time. The accrued commitment fee is payable on the last

day of

each successive

period of three

Months which ends

during the Availability

Period, on

the

last

day

the

Availability

Period

and,

cancelled,

the

cancelled

amount

the

relevant

Lender's Commitment at the time the cancellation is effective.

20.2

Costs of negotiation, preparation etc.

The Borrowers

shall pay

to the Agent

on its

demand the amount

of all expenses

incurred by

the

Agent

the

Security

Trustee

connection

with

the

negotiation,

preparation,

execution

registration

any

Finance

Document

any

document

with

any

transaction

contemplated by a Finance Document or a related document.

20.3

Costs of variations, amendments, enforcement etc.

The Borrowers shall

pay to the

Agent, on the

Agent's demand, for

the account of

the Creditor Party

concerned, the amount of all expenses incurred by a Creditor Party in connection with:

(a)

any

amendment

supplement

Finance

Document

(required

for

the

continuation

the

availability of the Loan or

as contemplated under Clause

(

Changes to reference rates

)), or any

proposal for such an amendment to be made;

(b)

any consent or waiver

by the Lenders, the Swap

Bank, the Majority Lenders or the Creditor

Party

concerned under or in connection with a Finance Document, or any request for such a consent or

waiver;

(c)

the valuation

of any

security provided

or offered

under Clause

(

Security Cover

) or

any other

matter relating to such security; or

(d)

where

the

Security

Trustee,

its

absolute

opinion,

considers

that

there

has

been

material

change to the

insurances in respect

of a Ship,

the review of

the insurances of

that Ship pursuant

to Clause

13.18

(

Review of insurance requirements

); and

(e)

any step

taken by

the Creditor

party concerned or

the Swap

Bank with a

view to

the protection,

exercise or enforcement of any right

or Security Interest created

by a Finance

Document or for

any

similar purpose.

There shall be

recoverable under paragraph

(d)

the full amount of

all legal expenses,

whether or

not such as would be allowed under rules of court or any taxation

or other procedure carried out

under such rules.

20.4

Extraordinary management time

The Borrowers

shall pay

to the

Agent on

its demand compensation

in respect

of the

reasonable

and documented

amount of

time which

the management

of either

Servicing Bank

has spent

connection with a matter covered

by Clause

20.3

(

Costs of variations, amendments, enforcement

etc.

) and which exceeds

the amount of time

which would ordinarily be spent

in the performance

of the relevant Servicing Bank's routine functions.

Any such compensation shall be based on such

reasonable daily or hourly rates as

the Agent may notify to the

Borrowers and is in addition to any

fee paid or payable to the relevant Servicing Bank.

20.5

Documentary taxes

The Borrowers

shall promptly pay

any tax

payable on or

by reference

to any

Finance Document,

and shall,

on the

Agent's demand,

fully indemnify

each Creditor

Party against any

claims, expenses,

liabilities and losses resulting from any failure or delay by the Borrowers to pay such a tax.

20.6

Financial Services Authority fees

The

Borrowers

shall

pay

the

Agent,

the

Agent's

demand,

for

the

account

the

Lender

concerned the amounts

which the Agent

from time to

time notifies the Borrowers

that a Lender

has notified

the Agent

to be

necessary to

compensate it

for the cost

attributable to its

Contribution

resulting from the

imposition from time

to time under

or pursuant to

the Bank

of England

Act 1998

and/or by the

Bank of

England and/or

by the

Financial Services

Authority (or

other United

Kingdom

governmental

authorities

agencies)

requirement

pay

fees

the

Financial

Services

Authority calculated by reference to liabilities used to fund its Contribution.

20.7

Certification of amounts

A notice which is signed by two officers of

a Creditor Party,

which states that a specified amount,

or aggregate amount,

is due to that

Creditor Party under this

Clause

(

Fees and expenses

) and

which indicates

(without necessarily

specifying a

detailed breakdown)

the matters

in respect

which the amount, or aggregate amount, is due shall be prima facie evidence that the amount,

aggregate amount, is due.

INDEMNITIES

21.1

Indemnities regarding borrowing and repayment of Loan

The Borrowers

shall fully

indemnify the

Agent and

each Lender

on the

Agent's demand

and the

Security Trustee

on its

demand in respect

of all

claims, expenses,

liabilities and losses

which are

made or

brought against or

incurred by

that Creditor

Party, or which

that Creditor

Party reasonably

and with due diligence estimates that it will incur, as a result of or in connection with:

(a)

the Loan not being borrowed on the date

specified in the Drawdown Notice for any

reason other

than a default by the Lender claiming the indemnity;

(b)

the receipt or recovery of all or

any part of the Loan

or an overdue sum otherwise than

on the last

day of an Interest Period or other relevant period;

(c)

any failure (for

whatever reason) by the Borrowers

to make payment of

any amount due under a

Finance Document on

the due date or, if so

payable, on demand (after giving

credit for any default

interest paid by the Borrowers

on the amount

concerned under Clause

5.3

(

Default Interest

)) ; and

(d)

the occurrence

of an

Event of

Default or

a Potential

Event

of Default

and/or the

acceleration of

repayment of the Loan under Clause

(

Events of Default

and in respect of

any tax (other than tax

on its overall net income

or a FATCA Deduction) for which

Creditor

Party

is liable

in connection

with any

amount paid

payable

that

Creditor

Party

(whether for its own account or otherwise) under any Finance Document.

21.2

Miscellaneous indemnities

The Borrowers

shall fully indemnify each

Creditor Party

severally on

their respective demands in

respect

all

claims,

expenses,

liabilities

and

losses which

may

be made

brought

against

incurred by a Creditor Party,

in any country, as a result of or in connection with:

(a)

any action

taken,

or omitted

or neglected

to be

taken,

under or

in connection

with any

Finance

Document

the

Agent,

the

Security

Trustee

any

other

Creditor

Party

any

receiver

appointed under a Finance Document; or

(b)

any civil penalty or fine against, and

all reasonable costs and expenses (including reasonable fees

of counsel and

disbursements) incurred in

connection with or the

defence thereof

by,

the Agent

any

other

Creditor

Party

result

conduct

any

Borrower

any

their

partners,

directors, officers, employees, agents or advisors, that violates any Sanctions;

(c)

any other Pertinent Matter,

other

than

claims,

expenses,

liabilities

and

losses

which

are

shown

have

been

directly

and

mainly caused by the dishonesty or wilful misconduct of the officers or employees of the

Creditor

Party concerned.

Without prejudice to its

generality, this Clause

21.2 (

Miscellaneous indemnities

) covers any claims,

expenses, liabilities

and losses which

arise, or are

asserted, under or

in connection with

any law

relating to safety at sea, the ISM Code, the ISPS Code or any Environmental Law or any Sanctions.

21.3

Environmental Indemnity

Without

prejudice

its

generality,

Clause

21.2

(

Miscellaneous

indemnities

)

covers

any

Environmental

Claim

and

any

other

claims,

demands,

proceedings,

liabilities,

taxes,

losses

expenses of every kind

which arise, or are asserted,

under or in connection with any

law relating

to safety at sea, pollution or the protection of the environment, the ISM Code or the ISPS Code.

21.4

Currency indemnity

any

sum

due

from

any

Borrower

any

Security

Party

Creditor

Party

under

Finance

Document or

under any

order or

judgment relating

to a

Finance Document

has to

be converted

from

the

currency

which

the

Finance

Document

provided

for

the

sum

paid

(the

"Contractual Currency") into another currency (the "Payment Currency") for the purpose of:

(a)

making or

lodging any

claim or

proof against

any Borrower

or any

Security Party,

whether in

its

liquidation, any arrangement involving it or otherwise; or

(b)

obtaining an order or judgment from any court or other tribunal; or

(c)

enforcing any such order or judgment,

the

Borrowers

shall

indemnify

the

Creditor

Party

concerned

against

the

loss

arising

when

the

amount of the payment actually received by

that Creditor Party is converted

at the available rate

of exchange into the Contractual Currency.

In this Clause

(

Currency indemnity

), the "

available rate of exchange

" means the rate at

which

the Creditor Party concerned is able

at the opening of

business (London time)

on the Business Day

after

receives

the

sum

concerned

purchase

the

Contractual

Currency

with

the

Payment

Currency.

This Clause

(

Currency indemnity

) creates a separate liability

of the Borrowers which is

distinct

from

their other

liabilities under

the Finance

Documents and

which shall

not be

merged

in any

judgment or order relating to those other liabilities.

21.5

Application to Master Agreement

For the

avoidance of

doubt, Clause

(

Currency indemnity

) does

not apply

in respect

of sums

due from the Borrowers

to the Swap Bank under or

in connection with the Master Agreement

to which

sums the

provisions of

section 8 (

Contractual Currency

) of

the Master

Agreement shall

apply.

21.6

Mandatory Cost

Each Borrower

shall, on

demand by

the Agent,

pay to

the Agent

for the

account of

the relevant

Lender,

such

amount

which

any

Lender

certifies

notice

the

Agent

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

liquidity

requirements

(or

other

requirements

having

the

same

similar

purpose) of the

Bank of England

(or any

other governmental

authority or agency)

and/or paying

any

fees

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.

21.7

Certification of amounts

A notice which is signed by two officers of

a Creditor Party,

which states that a specified amount,

or aggregate

amount, is due to

that Creditor Party

under this Clause

(

Indemnities

) and which

indicates

(without necessarily

specifying a

detailed breakdown)

the matters

in respect

of which

the

amount,

aggregate

amount,

due

shall

prima

facie

evidence

that

the

amount,

aggregate amount, is due.

21.8

Sums deemed due to a Lender

For the purposes of this Clause

(

Indemnities

), a sum payable by the Borrowers

to the Agent or

the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.

NO SET-OFF OR TAX

DEDUCTION

22.1

No deductions

All amounts due from the Borrowers under a Finance Document shall be paid:

(a)

without any form of set off, cross-claim or condition; and

(b)

free and clear of any tax deduction except a tax deduction which a Borrower is required by law to

make.

22.2

Grossing-up for taxes

If a Borrower is required by law to make a tax deduction from any payment:

(a)

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

(b)

that Borrower

shall pay

the tax

deducted to

the appropriate taxation

authority promptly,

and in

any event before any fine or penalty arises; and

(c)

the amount due in respect of the

payment shall be increased by the

amount necessary to ensure

that each Creditor Party receives and retains (free from any

liability relating to the tax deduction)

a net amount which, after the tax deduction, is equal to the full

amount which it would otherwise

have received.

22.3

Evidence of payment of taxes

Within one

month after

making any

tax

deduction, the

Borrower concerned

shall deliver

to the

Agent

documentary

evidence

satisfactory

the

Agent

that

the

tax

had

been

paid

the

appropriate taxation authority.

22.4

Exclusion of tax on overall net income

this

Clause

(

set-off

Tax

Deduction

)

tax

deduction

means

any

deduction

withholding for or on account of any present or future tax except

tax on a Creditor Party's overall

net income, other than a FATCA

Deduction.

22.5

Application to Master Agreement

For the

avoidance of doubt,

Clause

(

No set-off

or Tax

Deduction

) does not

apply in respect

sums

due

from

the

Borrowers

the

Swap

Bank

under

connection

with

the

Master

Agreement as to

which sums the provisions of

section 2(d) (

Deduction or Withholding for Tax

) of

the Master Agreement shall apply.

22.6

FATCA

Information

(a)

Subject to paragraph

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

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

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

of paragraph

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

above shall not

oblige any

Creditor Party

to do

anything and sub-paragraph

(iii)

paragraph

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)

Party

fails

confirm

whether

not

FATCA

Exempt

Party

supply

forms,

documentation

other

information

requested

accordance

with

sub-paragraphs

paragraph

above (including, for

the avoidance

of doubt,

where paragraph

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.

(e)

If a Borrower is

a US Tax Obligor, or the Agent

reasonably believes that

its obligations under

FATCA

or any other applicable law

or regulation require it, each

Lender shall, within

ten Business Days of:

(i)

where a Borrower is a US Tax Obligor and the relevant Lender is a Lender as

of the date of

this Agreement, the date of this Agreement;

(ii)

where a Borrower is a US Tax

Obligor on a date where a transfer

is effected under Clause

(

Transfer

by a

Lender

) and

the relevant

Lender is

a Transferee

Lender,

the relevant

date on which such transfer is effected under Clause

(

Transfer by a Lender

); or

(iii)

where a Borrower is not a US Tax Obligor,

the date of a request from the Agent,

supply to the Agent:

(iv)

a withholding certificate on Form W-8, Form W-9 or any other relevant

form; or

(v)

any withholding statement or other

document, authorisation or waiver as the Agent may

require to certify or establish

the status of such Lender under

FATCA

or that other law or

regulation.

(f)

The

Agent

shall

provide

any

withholding

certificate,

withholding

statement,

document,

authorisation

waiver

receives

from

Lender

pursuant

paragraph

above

the

Borrowers.

(g)

If any withholding

certificate, withholding statement, document,

authorisation or

waiver provided

to the Agent by

a Lender pursuant to paragraph

above is or becomes materially

inaccurate or

incomplete, that

Lender shall

promptly update it

and provide

such updated

withholding certificate,

withholding statement,

document, authorisation or

waiver to

the Agent

unless it is

unlawful for

the Lender

to do

so (in

which case

the Lender

shall promptly

notify the

Agent).

The Agent

shall

provide

any

such

updated

withholding

certificate,

withholding

statement,

document,

authorisation or waiver to the Borrowers.

(h)

The

Agent

may

rely

any

withholding

certificate,

withholding

statement,

document,

authorisation or waiver

it receives from

a Lender pursuant to

paragraph

(g)

above without

further verification.

The Agent shall not be liable

for any action taken by it under or in connection

with paragraphs

(f)

(g)

above.

22.7

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

respect

which

makes

such

FATCA

Deduction

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

Borrower and

the Agent and the

Agent

shall notify the other Creditor Parties.

ILLEGALITY AND SANCTIONS AFFECTING A LENDER

23.1

Illegality

This Clause

(

Illegality and Sanctions affecting a Lender

) applies if:

(a)

a Lender (the "

Notifying Lender

") notifies the Agent that it has become, or will with effect from a

specified date, become:

(i)

unlawful or prohibited

as a result

of the introduction of

a new law,

an amendment to an

existing law or a change in the manner in which an existing law is or will be

interpreted or

applied; or

(ii)

contrary to, or inconsistent with, any regulation or Sanctions,

for the Notifying Lender

to maintain or give

effect to

any of its

obligations under this Agreement

in the

manner contemplated

by this

Agreement or

to determine

or charge

interest

rates

based

upon Term SOFR; and

(b)

without

prejudice

any

the

express

obligations

the

Security

Parties

under

the

Finance

Documents, in the opinion of a Lender acting reasonably anything whatsoever is done or omitted

to be done

by a Security

Party which would

result in

that Lender

being in

breach of

or made

subject

to Sanctions, or at risk of being in breach of or made subject to Sanctions.

23.2

Notification of illegality

The Agent shall promptly

notify the Borrowers, the

Security Parties, the Security Trustee

and the

other

Lenders

the

notice

under

Clause

23.1

(

Illegality

)

which

the

Agent

receives

from

the

Notifying Lender.

23.3

Prepayment; termination of Commitment

On the Agent

notifying the Borrowers

under Clause

23.2

(

Notification of illegality

), the

Notifying

Lender's

Commitment

shall

terminate;

and

thereupon

or,

later,

the

date

specified

the

Notifying Lender's

notice under

Clause

23.1

(

Illegality

)

the date

which

the notified

event

would

become

effective

the

Borrowers

shall

prepay

the

Notifying

Lender's

Contribution

accordance with Clause

(

Repayment and prepayment

23.4

Mitigation

circumstances

arise

which

would

result

notification

under

Clause

23.1

(

Illegality

)

then,

without

any

way

limiting the

rights

the

Notifying Lender

under

Clause

23.3

(

Prepayment;

termination of Commitment

), the Notifying Lender shall

use reasonable endeavours to transfer its

obligations,

liabilities

and

rights

under

this

Agreement

and

the

Finance

Documents

another

office or financial institution not affected

by the circumstances but the Notifying Lender shall not

be under any obligation to take any such action if,

in its opinion, to do would or might:

(a)

have an adverse effect on its business, operations or financial condition; or

(b)

involve

any

activity

which

unlawful

prohibited

any

activity

that

contrary

to,

inconsistent with, any regulation; or

(c)

involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.

INCREASED COSTS

24.1

Increased costs

This Clause

(

Increased costs

) applies if a

Lender (the "

Notifying Lender

") notifies the

Agent that

the Notifying Lender considers that as a result of:

(a)

the introduction or alteration

after the date

of this Agreement of

a law or an

alteration after the

date of

this Agreement

in the manner

in which

a law

is interpreted

or applied

(disregarding any

effect which relates to the application to payments under this Agreement of a tax on the Lender's

overall net income); or

(b)

complying with

any regulation (including

any which

relates to capital

adequacy or

liquidity controls

which

affects

the

manner

which

the

Notifying

Lender

allocates

capital

resources

its

obligations

under

this

Agreement)

which

introduced,

altered,

the

interpretation

application of which is altered, after the date of this Agreement; or

(c)

complying with any regulation (including the "International Convergence of Capital Measurement

and

Capital

Standards,

Revised

Framework"

published

the

Basel

Committee

Banking

Supervision

June

2004,

the

form

existing

the

date

this

Agreement

and

any

other

regulation which

relates to

capital adequacy

or liquidity

controls or

which affects

the manner

which

the

Notifying Lender

allocates

capital

resources

its obligations

under this

Agreement)

which is introduced,

or altered, or

the interpretation

or application of

which is altered,

after the

date of this Agreement; or

(d)

the introduction, implementation, application, administration or compliance with Basel III or CRD

IV, or any law or regulation which implements or applies Basel III or

CRD IV (regardless of the date

which it

is enacted,

adopted

issued and

regardless

of whether

any

such implementation,

application or compliance is by a government, regulator,

the Creditor Party or any of its affiliates)

after the date of this Agreement,

the Notifying Lender (or a parent company of it) has incurred or will incur an "

increased

cost

24.2

Meaning of "increased costs"

In this Clause

(

Increased costs

), "

increased costs

" means, in relation to a Notifying Lender:

(a)

an additional or increased cost incurred

as a result of, or in connection with, the

Notifying

Lender having entered

into, or being a

party to, this Agreement

or a Transfer

Certificate,

of funding

or maintaining

its Commitment

or Contribution

or performing

its obligations

under this Agreement, or of having outstanding all

or any part of its Contribution or

other

unpaid sums;

(b)

a reduction in the amount of any

payment to the Notifying Lender under this Agreement

or in the effective

return which such a payment

represents to the Notifying Lender or on

its capital;

(c)

additional or

increased cost

funding all

or maintaining

all

any

the advances

comprised

class

advances

formed

including

the

Notifying

Lender's

Contribution or (as

the case may

require) the

proportion of that

cost attributable

to the

Contribution; or

(d)

a liability to

make a payment, or

a return foregone, which

is calculated by

reference to any

amounts received or receivable by the Notifying Lender under this Agreement,

but not

an item

attributable to

a change

in the

rate of tax

on the

overall net income

of the

Notifying

Lender (or a parent company of it)

or an item compensated for by any payment made pursuant

Clause

21.6

(

Mandatory

cost

)

item

covered

the

indemnity

for

tax

Clause

21.1

(

Indemnities

regarding

borrowing

and

repayment

Loan

)

Clause

(

set-off

Tax

Deduction

) or a FATCA

Deduction.

For the

purposes of

this Clause

24.2

(

Meaning of

"increased costs"

) the

Notifying Lender may

good faith allocate or spread costs and/or losses among its assets and liabilities

(or any class of its

assets and liabilities) on such basis as it considers appropriate.

24.3

Notification to Borrowers of claim for increased costs

The Agent

shall promptly

notify the

Borrowers

and the

Security Parties

of the

notice which

the

Agent received from the Notifying Lender under Clause

24.1

(

Increased costs

24.4

Payment of increased costs

The Borrowers

shall pay

to the

Agent, on

the Agent's

demand, for

the account

of the

Notifying

Lender the amounts which the Agent from

time to time notifies the Borrowers

that the Notifying

Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.

24.5

Notice of prepayment

If the Borrowers are not willing to continue to compensate the Notifying Lender for the increased

cost under

Clause

24.4

(

Payment of

increased costs

), the

Borrowers may

give the

Agent not

less

than 14 days' notice of its intention to prepay the

Notifying Lender's Contribution at

the end of an

Interest Period.

24.6

Prepayment; termination of Commitment

A notice under Clause

24.5

(

Notice of prepayment

) shall be irrevocable;

the Agent shall promptly

notify the Notifying Lender of the Borrowers' notice of intended prepayment; and:

(a)

on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall

be cancelled; and

(b)

on the date specified in its notice of intended prepayment, the Borrowers shall prepay (subject to

any Break Costs, without premium

or penalty) the Notifying Lender's Contribution, together with

accrued interest thereon at the applicable rate plus the Margin and the Mandatory Cost (if any).

24.7

Application of prepayment

Clause

(

Repayment and Prepayment

) shall apply in relation to the prepayment.

SET OFF

25.1

Application of credit balances

Each Creditor Party may without prior notice:

(a)

apply any balance (whether

or not then due)

which at any time stands

to the credit of any

account

the

name

Borrower

any

office

any

country

that

Creditor

Party

towards

satisfaction

any

sum

then

due

from

that

Borrower

that

Creditor

Party

under

any

the

Finance Documents; and

(b)

for that purpose:

(i)

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

(ii)

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

(iii)

enter into any other

transaction or make any

entry with regard to

the credit balance

which

the Creditor Party concerned considers appropriate.

25.2

Existing rights unaffected

No Creditor

Party shall

be obliged

to exercise

any of

its rights

under Clause

25.1

(

Application of

credit balances

); and those rights shall be without prejudice

and in addition to any right of set off,

combination of accounts, charge,

lien or other

right or remedy to

which a Creditor

Party is entitled

(whether under the general law or any document).

25.3

Sums deemed due to a Lender

For the purposes

of this Clause

(

Set-off

), a sum

payable by

the Borrowers

to the Agent

or the

Security Trustee

for distribution to,

or for the

account of,

a Lender shall be treated

as a sum due

to that

Lender; and

each Lender's

proportion of

a sum

so payable

for distribution

to,

or for

the

account of, the Lenders shall be treated as a sum due to such Lender.

25.4

No Security Interest

This Clause

(

Set-off

) gives the Creditor

Parties a contractual

right of set-off

only, and

does not

create any equitable charge or other Security Interest over any credit balance of any Borrower.

TRANSFERS AND CHANGES IN FACILITY OFFICES

26.1

Transfer by Borrowers

No Borrower may,

without the consent of

the Agent, given

on the instructions of

all the Lenders

transfer any of its rights, liabilities or obligations under any Finance Document.

26.2

Transfer by

a Lender

Subject to Clause

26.4

(

Effective Date

of Transfer

Certificate

), a Lender (the "

Transferor

Lender

may at any time cause:

(a)

its rights in respect of all or part of its Contribution; or

(b)

its obligations in respect of all or part of its Commitment; or

(c)

a combination of (a) and (b),

to be (in

the case of

its rights) transferred to, or

(in the case

of its obligations)

assumed by, another

bank

financial

institution

trust,

fund

other

entity

which

regularly

engaged

established for the

purpose of

making, purchasing

or investing in

loans, securities

or other

financial

assets (a "

Transferee

Lender

") by delivering

to the Agent

a completed certificate

in the form

set

out

Schedule

with

any

modifications

approved

required

the

Agent

Transfer

Certificate

") executed by the Transferor

Lender and the Transferee Lender.

However any

rights and

obligations of

the Transferor

Lender in

its capacity

as Agent

or Security

Trustee will have to

be dealt with separately in accordance with the Agency and Trust Deed.

A transfer pursuant to this Clause

(

Transfer by a Lender

) shall be effected:

(i)

without the consent of the Borrowers:

(A)

following the occurrence of an Event of Default which is continuing; and/or

(B)

if such transfer is to another Lender or an affiliate of a Lender;

(ii)

all

other

circumstances

with

the

consent

the

Borrowers

(such

consent

not

unreasonably withheld or delayed) and the Borrowers will be deemed to have given their

consent

five

Business

Days

following

the

request

the

Transferor

Lender,

unless

the

consent is expressly refused by the Borrowers within that time.

26.3

Transfer Certificate,

delivery and notification

soon

reasonably

practicable

after

Transfer

Certificate

delivered

the

Agent,

shall

(unless it has reason to believe that the Transfer

Certificate may be defective):

(a)

sign the

Transfer

Certificate on

behalf of

itself,

the Borrowers,

the Security

Parties, the

Security

Trustee, each of the other Lenders and the Swap Bank;

(b)

on behalf of the

Transferee Lender,

send to each

Borrower and each Security

Party letters or faxes

notifying them of the Transfer Certificate and attaching a copy of it; and

(c)

send to the Transferee

Lender copies of the letters or faxes sent under paragraph

above,

but

the

Agent

shall

only

obliged

execute

Transfer

Certificate

delivered

the

Transferor

Lender and the Transferee 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 that Transferee

Lender.

26.4

Effective Date of Transfer

Certificate

A Transfer Certificate becomes effective on the date, if any,

specified in the Transfer Certificate as

its effective

date,

Provided that

it is signed by the

Agent under Clause

26.3

(

Transfer Certificate,

delivery and notification

) on or before that date.

26.5

No transfer without Transfer

Certificate

Except as provided in Clause

26.16

(

Security over Lenders'

rights

), no assignment

or transfer of any

right or obligation of

a Lender under any Finance Document

is binding on, or effective

in relation

to,

any

Borrower,

any

Security

Party,

the

Agent

the

Security

Trustee

unless

effected,

evidenced or perfected by a Transfer

Certificate.

26.6

Lender re-organisation; waiver of Transfer

Certificate

However,

Lender

enters

into

any

merger,

de-merger

other

reorganisation

result

which all its rights

or obligations vest in another person

(the "

successor

"), the Agent may, if it sees

fit, by notice to the successor and the Borrowers

and the Security Trustee waive

the need for the

execution

and

delivery

Transfer

Certificate;

and,

upon

service

the

Agent's

notice,

the

successor shall

become a

Lender with

the same

Commitment and

Contribution as

were held

the predecessor Lender.

26.7

Effect of Transfer

Certificate

A Transfer

Certificate takes effect in accordance with English law as follows:

(a)

the

extent

specified

the

Transfer

Certificate,

all

rights

and

interests

(present,

future

contingent)

which

the Transferor

Lender has

under or

virtue

the

Finance Documents

are

assigned to

the Transferee

Lender absolutely,

free of any

defects in

the Transferor

Lender's title

and of any rights or equities which any Borrower

or any Security Party had against the

Transferor

Lender;

(b)

the

Transferor

Lender's

Commitment

discharged

the

extent

specified

the

Transfer

Certificate;

(c)

the Transferee

Lender becomes a Lender with the Contribution previously held by

the Transferor

Lender and a Commitment of an amount specified in the Transfer Certificate;

(d)

the Transferee

Lender becomes bound by all

the provisions of the

Finance Documents which are

applicable to

the Lenders

generally,

including those

about pro

rata

sharing and

the exclusion

liability on the part of,

and the indemnification of, the Agent

and the Security Trustee

and, to the

extent that the Transferee

Lender becomes bound by those provisions

(other than those relating

to exclusion of liability), the Transferor

Lender ceases to be bound by them;

(e)

any part

of the

Loan which

the Transferee Lender advances

after the

Transfer Certificate's effective

date ranks

in point

of priority and

security in the

same way

as it would

have ranked

had it been

advanced by

the transferor,

assuming that

any defects

in the

transferor's

title and

any rights

equities of any Borrower or any Security Party against the Transferor

Lender had not existed;

(f)

the Transferee

Lender becomes entitled to all the rights under the

Finance Documents which are

applicable

the

Lenders

generally,

including but

not

limited

those

relating

the

Majority

Lenders and those under

Clause

7.2

(

Market disruption

) and Clause

(

Fees and expenses

), and to

the

extent

that

the

Transferee

Lender

becomes

entitled

such

rights,

the

Transferor

Lender

ceases to be entitled to them; and

(g)

respect

any

breach

warranty,

undertaking, condition

other

provision

Finance

Document

any

misrepresentation

made

connection

with

Finance

Document,

the

Transferee

Lender shall be entitled to recover damages by reference to the loss incurred by it as

result of the breach or misrepresentation, irrespective of whether the original Lender would have

incurred a loss of that kind or amount.

The rights

and equities of

any Borrower

or any

Security Party

referred

to above

include, but are

not limited to, any right of set off and any other kind of cross claim.

26.8

Maintenance of register of Lenders

During the

Security Period

the Agent

shall maintain

a register

in which

it shall

record the

name,

Commitment, Contribution and

administrative details

(including the Facility

Office) from

time to

time of

each Lender

holding a

Transfer Certificate and the

effective date (in

accordance with

Clause

26.4

(

Effective Date

of Transfer

Certificate

)) of the Transfer

Certificate; and the Agent

shall make

the register available for inspection by any Lender, the Security Trustee

and the Borrowers during

normal banking hours, subject to receiving at least three Business Days' prior notice.

26.9

Reliance on register of Lenders

The entries

on that

in the absence

of manifest

error,

be conclusive

in determining

the identities

of the

Lenders and

the amounts

of their

Commitments and

Contributions and

the

effective dates of Transfer

Certificates and may be relied upon by the Agent and the other parties

to the Finance Documents for all purposes relating to the Finance Documents.

26.10

Authorisation of Agent to sign Transfer Certificates

Each

Borrower,

the Security

Trustee,

each Lender

and the

Swap

Bank irrevocably

authorise the

Agent to sign Transfer

Certificates on its behalf.

26.11

Registration fee

In respect

of any

Transfer

Certificate, the

Agent shall

be entitled

to recover

a registration

fee of

$5,000 from the Transferor

Lender or (at the Agent's option) the Transferee Lender.

26.12

Sub-participation; subrogation assignment

A Lender may

sub participate and/or

take out credit insurance

on all or

any part of

its rights and/or

obligations

under or

in connection

with the

Finance Documents

without the

consent of,

or any

notice to, any

Borrower, any Security Party, the Agent or

the Security

Trustee or any other

Creditor

Party; and the Lenders may

assign, in any manner and terms agreed by the Majority Lenders,

the

Agent

and

the

Security

Trustee,

all

any

part

those

rights

insurer

surety

who

has

become subrogated to them.

26.13

Disclosure of information

A Lender

may disclose to

a potential Transferee Lender,

sub participant,

insurance and

reinsurance

broker,

insurer

reinsurer

any

information

which

the

Lender

has

received

relation

any

Borrower,

any Security Party

or their affairs

under or in

connection with any

Finance Document,

unless the information is clearly of a confidential nature.

26.14

Change of Facility Office

A Lender may change its Facility Office by giving notice to the Agent and the change shall become

effective on the later of:

(a)

the date on which the Agent receives the notice; and

(b)

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

26.15

Notification

On receiving

such a

notice, the

Agent

shall notify

the Borrowers

and the

Security Trustee;

and,

until the Agent receives such

a notice, it shall

be entitled to assume

that a Lender

is acting through

the Facility Office of which the Agent last had notice.

26.16

Security over Lenders' rights

In addition to the other rights provided to Lenders under this Clause

(

Transfers and changes in

Facility Offices

), each Lender

may without consulting

with or obtaining

consent from any Borrower

or any Security Party,

at any time charge, assign or otherwise create a Security Interest

in or over

(whether by way of collateral or otherwise) all or any of its rights under any Finance Document to

secure obligations of that Lender including, without limitation:

(a)

any

charge,

assignment

other

Security Interest

secure

obligations

federal

reserve

central bank; and

(b)

in the

case of

any Lender

which is

a fund,

any charge, assignment

or other

Security Interest granted

to any holders (or trustee or representatives

of holders) of obligations owed, or securities issued,

by that Lender as security for those obligations or securities,

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

(i)

release a

Lender from

any of

its obligations

under the

Finance Documents

or substitute

the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a

party to any of the Finance Documents; or

(ii)

require any

payments to

be made by

any Borrower

or any

Security Party or

grant to

any

person

any

extensive

rights

than

those

required

made

granted

the

relevant Lender under the Finance Documents.

VARIATIONS

AND WAIVERS

27.1

Variations, waivers etc.

by Majority Lenders

Subject to

Clause

27.2

(

Variations, waivers

etc. requiring

agreement of

all Lenders

), a

document

shall be

effective

vary,

waive,

suspend or

limit any

provision

a Finance

Document, or

any

Creditor Party's rights or remedies

under such a

provision or the general law, only if

the document

is signed, or specifically agreed

to by fax, by the Borrowers, by the Agent

on behalf of the

Majority

Lenders, by the Agent and the Security

Trustee in their own rights, and, if the document relates to

a Finance Document to which a Security Party is party, by that Security Party.

27.2

Variations, waivers etc. requiring agreement of all Lenders

However,

regards

the

following,

Clause

27.1

(

Variations,

waivers

etc.

Majority

Lenders

)

applies

as if

the words

"by

the Agent

behalf of

the Majority

Lenders" were

replaced

by the

words "by or on behalf of every Lender and the Swap Bank":

(a)

a reduction in the Margin;

(b)

postponement

the

date

for,

reduction

the

amount

of,

any

payment

principal,

interest, fees or other sum payable under this Agreement;

(c)

an increase in any Lender's Commitment;

(d)

a change to the definition of "

Majority Lenders

(e)

a change to Clause

(

Position of Lenders, the Swap Bank and Majority Lenders

), or this Clause

(

Variations and waivers

);

(f)

any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination

arrangement set out in a Finance Document; and

(g)

any

other

change

matter

regards

which

this

Agreement

another

Finance

Document

expressly provides that each Lender's consent is required.

27.3

Exclusion of other or implied variations

Except for

a document which

satisfies the requirements

of Clauses

27.1

(

Variations, waivers

etc.

requiring

agreement

all

Lenders

27.2

(

Exclusion

other

implied

variations

)

and

(

Changes

to reference rates

), no document,

and no act,

course of conduct,

failure or neglect

to act,

delay or acquiescence on the part of the Creditor Parties

or any of them (or any person

acting on

behalf of any of them)

shall result in the Creditor Parties

or any of them (or

any person acting on

behalf

any

them)

being

taken

have

varied,

waived,

suspended

limited,

being

precluded (permanently or temporarily) from enforcing, relying on or exercising:

(a)

a provision of this Agreement or another Finance Document; or

(b)

an Event of Default; or

(c)

breach

Borrower

Security

Party

obligation

under

Finance

Document

the

general law; or

(d)

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

and there

shall not

be implied

into

any

Finance Document

any

term or

condition requiring

any

such

provision

enforced,

such

right

remedy

exercised,

within

certain

reasonable time.

27.4

Changes to reference rates

(a)

Published

Rate

Replacement

Event

has

occurred

relation

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

used

for

the

calculation

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

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

economic

value

from

one

Party

another

result

the

application of that Replacement

Reference Rate (and if any

adjustment or method

for

calculating

any

adjustment

has

been

formally

designated,

nominated

recommended

the

Relevant

Nominating

Body,

the

adjustment

shall

determined on the basis of that designation, nomination or recommendation),

may be

made with the

consent of the

Agent (acting on

the instructions of

the Majority Lenders)

and the Borrowers.

(b)

If any Lender fails to respond to a request for an amendment

or waiver described in paragraph

above

or for

any other

vote

of Lenders

in relation

to,

paragraph

above within

five

Business

Days

(or such

longer time

period in

relation to

any request

which the

Borrowers and

the 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

calculating

the

Total

Commitments

the

amount

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

a Lender

shall be

disregarded

for

the purpose

ascertaining

whether the

agreement of any specified group of Lenders has been obtained to approve that request.

(c)

In this Clause

(

Changes to reference rates

Published Rate

" means:

(a)

SOFR; 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 Majority Lenders and the Borrowers, materially changed;

(b)

(i)

(A)

the

administrator

that

Published

Rate

its

supervisor

publicly

announces that such administrator is insolvent; or

(B)

information

published

any

order,

decree,

notice,

petition

filing,

however described, of

or filed with

a court, tribunal,

exchange, regulatory

authority

similar

administrative,

regulatory

judicial

body

which

reasonably

confirms

that

the

administrator

that

Published

Rate

insolvent,

provided

that, in

each case,

at that

time, there

is no

successor administrator

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

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;

(iv)

the

administrator

that

Published

Rate

its

supervisor

announces

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

arrangements

and

the

circumstance(s)

event(s)

leading

such

determination

are

not

(in

the

opinion

the

Majority

Lenders

and

the

Borrowers)

temporary; or

(d)

in the opinion

of the

Majority Lenders 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.

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

recommended

under

both

paragraphs,

the

Replacement

Reference

Rate

will

the

replacement under paragraph (ii) above;

(b)

the

opinion

the

Majority

Lenders

and

the

Borrowers,

generally

accepted

the

international

any

relevant

domestic

syndicated

loan

markets

the

appropriate

successor or alternative to a Published Rate; or

(c)

in the

opinion of

the Majority

Lenders

and the

Borrowers,

an appropriate

successor or

alternative to a Published Rate.

NOTICES

28.1

General

Unless

otherwise

specifically

provided,

any

notice

under

connection

with

any

Finance

Document

shall

given

letter

fax

and

references

the

Finance

Documents

written

notices, notices in writing and

notices signed by particular

persons shall be construed accordingly.

28.2

Addresses for communications

A notice by letter or fax shall be sent:

(a)

to the Borrowers:

c/o Approved Manager

16 Pendelis Street

175 64 Palaio Faliro

Athens

Greece

E-mail: corpgov@dianashippingservices.com

and

finance@dianashippingservices.com

(b)

to a Lender:

at the address below its name in

or (as the case

may require) in the

relevant Transfer

Certificate.

(c)

to the Swap Bank:

c/o

Nordea Danmark, Filial af Nordea Bank Abp, Finland

7288 Derivatives Services

PO box 850 DK-0900 Copenhagen K, Denmark

Telephone number: +45 55 47 51 71

E-mail: sls.norway@nordea.com

(d)

to the Lead Arranger,

Agent

or the Security Trustee:

Essendropsgate 7

0368 Oslo

Norway

Loan administration matters:

Fax No: +47 24013444

Attn: Structured Loan & Collateral Services NO

or to such other address as the relevant party may notify the Agent or,

if the relevant party is the

Agent or the

Security Trustee, the Borrowers, the

Lenders, the Swap Bank

and the Security

Parties.

28.3

Effective date of notices

Subject to Clauses

28.4

(

Service outside business hours

) and

28.5

(

Illegible notices

(a)

a notice

which is

delivered personally

or posted

shall be

deemed to

be served,

and shall

take effect,

at the time when it is delivered; and

(b)

a notice which is sent

by fax shall be

deemed to be served, and shall take

effect, 2 hours

after its

transmission is completed.

28.4

Service outside business hours

However,

if under Clause

28.3

(

Effective date of notices

) a notice would be deemed to be served:

(a)

on a day which is not a business day in the place of receipt; or

(b)

on such a business day, but after five p.m. local time,

the notice shall (subject to Clause

28.5

(

Illegible notices

)) be deemed to be served,

and shall take

effect, at 9 a.m. on the next day which is such a business day.

28.5

Illegible notices

Clauses

28.3 (

Effective date of notices

) and

28.4 (

Service outside business

hours

) do not

apply if the

recipient of a notice notifies the sender within one hour after the time at which the notice would

otherwise be deemed to be served

that the notice has been received in

a form which is illegible in

a material respect.

28.6

Valid notices

A notice

under or

in connection

with a

Finance Document

shall not

be invalid

by reason

that its

contents or

the manner of serving

it do not comply

with the requirements

of this Agreement or,

where appropriate, any other Finance Document under which it is served if:

(a)

the failure

serve it

in accordance

with the

requirements

of this

Agreement

other Finance

Document, as the case

may be, has not caused

any party to suffer any significant loss

or prejudice;

(b)

in the case

of incorrect

and/or incomplete contents,

it should have

been reasonably clear

to the

party on which the notice was served what the correct or missing particulars should have been.

28.7

Electronic communication

Any

communication

made

between

the

Agent

and

Lender

Swap

Bank

under

connection

with

the

Finance

Documents

may

made

electronic

mail

other

electronic

means, if the Agent and the relevant Creditor Party:

(a)

agree

that,

unless

and

until

notified

the

contrary,

this

accepted

form

communication;

(b)

notify each other in writing of their electronic mail address and/or any other information

required to enable the sending and receipt of information by that means; and

(c)

notify

each

other

any

change

their

respective

addresses

any

other

such

information supplied to them.

Any electronic

communication made

between the

Agent and

a Lender

or the

Swap Bank

will be

effective

only

when

actually

received

readable

form

and,

the

case

any

electronic

communication made by a Creditor Party to

the Agent, only if it is addressed in

such a manner as

the Agent shall specify for this purpose.

28.8

English language

Any notice under or in connection with a Finance Document shall be in English.

28.9

Meaning of "notice"

this

Clause

(

Notices

notice

includes

any

demand,

consent,

authorisation,

approval,

instruction, waiver or other communication.

JOINT AND SEVERAL LIABILITY

29.1

General

All liabilities and

obligations of the

Borrowers under

this Agreement shall,

whether expressed to

be so

or not,

be several

and, if

and to

the extent

consistent with

Clause

29.2

(

No impairment

Borrower's obligations

), joint.

29.2

No impairment of Borrower's obligations

The liabilities and obligations of a Borrower shall not be impaired by:

(a)

this

Agreement

being

later

becoming

void,

unenforceable

illegal

regards

any

other

Borrower;

(b)

any Lender,

the Swap Bank or

the Security Trustee

entering into any

rescheduling, refinancing or

other arrangement of any kind with any other Borrower;

(c)

any Lender,

the Swap

Bank or the

Security Trustee

releasing any

other Borrower

or any

Security

Interest created by a Finance Document; or

(d)

any combination of the foregoing.

29.3

Principal debtors

Each

Borrower

declares

that

and

will,

throughout

the

Security

Period,

remain

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.

29.4

Subordination

Subject to Clause

29.5

(

Borrower's required action

), during the Security Period, no Borrower shall:

(a)

claim

any

amount

which

may

due

from

any

other

Borrower

whether

respect

payment made, or matter arising out of, this Agreement or any Finance Document, or any matter

unconnected with this Agreement or any Finance Document; or

(b)

take or enforce any form of security from any other Borrower for such an amount, or in any other

way seek to have recourse in respect of such an amount against any

asset of any other Borrower;

(c)

set off such an amount against any sum due from it to any other Borrower; or

(d)

prove

claim

for

such

amount

any

liquidation,

administration,

arrangement

similar

procedure involving any other Borrower or other Security Party; or

(e)

exercise or assert any combination of the foregoing.

29.5

Borrower's required action

If during

the Security

Period,

the Agent,

notice to

a Borrower,

requires

it to

take

any

action

referred

paragraphs

(d)

Clause

29.4

(

Subordination

relation

any

other

Borrower,

that Borrower

shall take

that action

as soon as

practicable after

receiving the Agent's

notice.

SUPPLEMENTAL

30.1

Rights cumulative, non-exclusive

The rights and remedies which the Finance Documents give to each Creditor Party are:

(a)

cumulative;

(b)

may be exercised as often as appears expedient; and

(c)

shall not,

unless a

Finance Document

explicitly and

specifically states

so, be

taken

to exclude

limit any right or remedy conferred by any law.

30.2

Severability of provisions

If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal,

that shall

not affect

the validity,

enforceability or

legality of the

other provisions of

that Finance

Document or of the provisions of any other Finance Document.

30.3

Counterparts

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

30.4

Third Party rights

A person who is not a

Party has no right under the

Contracts (Rights of Third Parties)

Act 1999 to

enforce or to enjoy the benefit of any term of this Agreement.

BAIL-IN

Notwithstanding any other term of any Finance Document or any other agreement,

arrangement

understanding

between

the

parties

Finance

Document,

each

Party

acknowledges

and

accepts

that

any

liability

any

party

Finance

Document

under

connection

with

the

Finance

Documents

may

subject

Bail-In

Action

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)

reduction,

full

part,

the

principal

amount,

outstanding

amount

due

(including any accrued but unpaid interest) in respect of any such liability;

(ii)

conversion

all,

part

of,

any

such

liability

into

other

instruments

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.

LAW AND JURISDICTION

32.1

English law

This Agreement and any non-contractual obligations arising

out of or in

connection with it shall

governed by, and construed in accordance with, English law.

32.2

Exclusive English jurisdiction

Subject to Clause

32.3

(

Choice of forum for the exclusive

benefit of Creditor Parties

), the courts of

England shall have exclusive jurisdiction to settle any Dispute.

32.3

Choice of forum for the exclusive benefit of Creditor Parties

Clause

32.2

(

Exclusive English jurisdiction

) is for the exclusive benefit of the Creditor

Parties, each

of which reserves the rights:

(a)

commence

proceedings

relation

any

Dispute

the

courts

any

country

other

than

England and which have or claim jurisdiction to that Dispute; and

(b)

to commence

such proceedings in

the courts of

any such country

or countries concurrently

with

or in addition to proceedings in England or without commencing proceedings in England.

No Borrower shall commence

any proceedings in any

country other than England in

relation to a

Dispute.

32.4

Process agent

Each Borrower irrevocably appoints Hill Dickinson Services (London) Ltd at its registered office for

the time being at The Broadgate

Tower,

20 Primrose Street, London EC2A 2EW,

United Kingdom,

to act

as its agent

to receive

and accept on

its behalf any

process or other

document relating to

any proceedings in the English courts which are connected with a Dispute.

32.5

Creditor Party rights unaffected

Nothing in this Clause

(

Law and Jurisdiction

) shall exclude or limit any right which any Creditor

Party may have (whether under the law of any country, an international convention or otherwise)

with regard to the bringing of proceedings,

the service of process,

the recognition or enforcement

of a judgment or any similar or related matter in any jurisdiction.

32.6

Meaning of "proceedings" and "Dispute"

In this Clause

(

Law and Jurisdiction

), "

proceedings

" means proceedings

of any

kind, including

an application for a

provisional or protective measure and

a "

Dispute

" means any dispute arising

out of or in connection with this Agreement (including a dispute relating to the existence, validity

or termination of

this Agreement) or

any non-contractual obligation arising

out of or

in connection

with this Agreement.

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

SCHEDULE

LENDERS AND COMMITMENTS

Lender

Facility Office

Commitment

(US Dollars)

Nordea Bank Abp, filial i Norge

Essendrops gate 7, Postboks

1166, Sentrum, 0107 Oslo

920058817 MVA

Norway

$167,263,025

SCHEDULE

DRAWDOWN NOTICE

To:

Nordea Bank Abp, filial i Norge

Essendrops gate 7, Postboks

1166, Sentrum, 0107 Oslo

920058817 MVA,

Norway

Attention:

[Loans Administration]

[

●

] 202[

●

]

DRAWDOWN NOTICE

refer

the

loan

agreement

(the

Loan

Agreement

dated

[

●

]

2024

and

made

between

ourselves, as joint

and several

Borrowers, the Lenders

referred to therein,

and yourselves

as Agent,

as Security Trustee,

as Bookrunner and as

Lead Arranger and

as Swap Bank

in connection with

facility of up to $167,263,025. Terms defined in the Loan Agreement have their defined meanings

when used in this Drawdown Notice.

We request to borrow the Loan as follows:

(a)

Amount: US$[167,263,025];

(b)

Drawdown Date: [

●

] 2024;

(c)

[Duration of the first Interest Period shall be [one][three] Months;] and

(d)

Payment instructions:

account in our name and numbered [

●

] with [

●

] of [

●

We represent and warrant that:

(a)

the

representations

and

warranties

clause

(

Representations

and

Warranties

)

the

Loan

Agreement

would

remain

true

and

not

misleading

repeated

the

date

this

notice

with

reference to the circumstances now existing; and

(b)

no Event of Default or Potential Event of Default has occurred or will result from the borrowing of

the Loan.

This notice cannot be revoked without the prior consent of the Majority Lenders.

____________________________

[Name of Signatory]

[officer]

for and on behalf of

MANRA SHIPPING COMPANY INC.

JABWOT SHIPPING COMPANY

INC.

ARORAE SHIPPING COMPANY INC.

TAMANA SHIPPING COMPANY

INC.

BERU SHIPPING COMPANY INC.

BONRIKI SHIPPING COMPANY INC.

TAONGI SHIPPING COMPANY

INC.

EJITE SHIPPING COMPANY INC.

GUAM SHIPPING COMPANY INC.

PALAU SHIPPING COMPANY

INC.

SCHEDULE

CONDITION PRECEDENT DOCUMENTS

PART A

The following are the documents referred to in Clause

9.1(a)

(

Documents, fees and no default

A duly executed original of:

(a)

this Agreement;

(b)

the Corporate Guarantee;

(c)

the Agency and Trust Deed;

(d)

the Master Agreement; and

(e)

any Master Agreement Assignment.

Copies of the constitutional

documents of each Borrower, the Corporate Guarantor and any other

Security Party.

Copies of resolutions of the shareholders and directors

of each Borrower and each Security Party

(other than the

Corporate Guarantor) authorising the

execution of each of

the Finance

Documents

to which that Borrower or that Security

Party is a party and, in the

case of a Borrower, authorising

named officers to give the Drawdown Notice.

Copies

resolutions

the

executive

committee

the

Corporate

Guarantor

authorising

the

execution of each of the Finance Documents to which it is a party.

The original of any

power of attorney under which

any Finance Document is

executed on behalf of

a Borrower,

the Corporate Guarantor or any other Security Party.

Copies of all

consents which any Borrower, the Corporate Guarantor

or any Security

Party requires

to enter into, or make any payment

under, any Finance Document.

The originals

any

mandates

or other

documents required

in connection

with the

opening or

operation of the Earnings Accounts.

Such

documents

the

Agent

may

require

for

its

"Know

your

customer"

and

other

customary

money laundering and sanctions and counter-terrorist financing checks.

Documentary evidence that the agent for service

of process named in Clause

32.4

(

Process Agent)

has accepted its appointment.

Favourable

legal opinions

from lawyers

appointed by

the Agent

on such

matters

concerning the

laws of Marshall Islands and such other relevant jurisdictions as the Agent may require.

If the Agent so requires,

in respect of any of

the documents referred to

above, a certified English

translation prepared by a translator approved by the Agent.

PART B

The following

are the

documents referred

to in

Clause

9.1(b)

(

Documents, fees

and no

default

) required

before the Drawdown Date.

duly

executed

original

each

Mortgage

and

each

General

Assignment,

any

Charterparty

Assignment, each Shares

Pledge and the

Account Pledge in

respect of the

Earnings Account

held

each

Borrower

and

any

other

Finance

Document

not

delivered

pursuant

Part

this

Schedule 3 (

Condition precedent documents

Documentary evidence that:

(a)

each Ship is definitively

and permanently registered

in the name of

the relevant Borrower

under

an Approved Flag;

(b)

each

Ship

the

absolute

and

unencumbered

ownership

the

relevant

Borrower

save

contemplated by the Finance Documents;

(c)

each Ship maintains the class specified in Clause

14.3(b)

(

Repair and classification

);

(d)

each

Mortgage

has

been

duly

registered

recorded

against

the

relevant

Ship

valid

first

priority or,

as the case may be,

preferred statutory

ship mortgage in accordance with

the laws of

the applicable Approved Flag State; and

(e)

each

Ship

insured

accordance

with

the

provisions

this

Agreement

and

all

requirements

therein in respect of insurances have been complied with.

Documents

establishing

that

each

Ship

will,

from

the

Drawdown

Date,

managed

the

Approved Manager on terms acceptable to the Lenders, together with:

(a)

copy

the

Management

Agreement

and

the

Manager's

Undertaking

duly

signed

the

Approved Manager; and

(b)

copies

the

Approved

Manager's

Document

Compliance

and

each

Ship's

Safety

Management

Certificate

(together

with

any

other

details

the

applicable

safety

management

system which the Agent requires) and ISSC.

3.1

Favourable

legal opinions

from lawyers

appointed by

the Agent

on such

matters

concerning the

laws of Marshall

Islands, the

Approved Flag State

and such

other relevant jurisdictions

as the

Agent

may require.

the

cost

the

Borrowers

favourable

opinion

from

independent

insurance

consultant

acceptable to the Agent on such matters

relating to the insurances for

the Ship as the Agent may

require.

Two

valuations

each

Ship

addressed

the

Agent,

stated

for

the

purposes

this

Agreement and dated not earlier than 40

days before the Drawdown

Date in respect of that

Ship

and each

prepared

in accordance

with Clause

(

Valuation

of ships

) each

from

an Approved

Broker (

selected by the Borrowers and

approved by the Agent) which evidences compliance

with

Clause