32.1	The period of this Charter (the "Charter Period") shall, subject to the terms of this Charter, continue for a period of one hundred and twenty (120) months starting from the Commencement Date.

32.2	Notwithstanding the fact that the Charter Period shall commence on the Commencement Date, this Charter shall be:

(a)	in full force and effect; and

(b)	valid, binding and enforceable against the parties hereto, with effect from the date hereof until the end of the Charter Period (subject to the terms of this Charter).

33.1

If:

(a)	the Vessel is not delivered by the Charterers as sellers to the Owners as buyers under the MOA by the Cancelling Date (or such later date as the parties to the MOA may agree); or

(b)

the MOA expires, is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason (in whole or in part), then this Charter shall immediately terminate and be cancelled (without prejudice to Clause 54 – (Indemnities) and without the need for either the Owners or the Charterers to take any action whatsoever), provided that the Owners shall be entitled to retain all fees and expenses paid by the Charterers pursuant to Clause 42 – (Fees and Expenses) (and without prejudice to Clause 42 – (Fees and Expenses) and any clause of the MOA, if such fees have not been paid, the Charterers shall forthwith pay such fees and expenses to the Owners in accordance with Clause 42 – (Fees and Expenses) and such payment shall be irrevocable and unconditional and is acknowledged by the Charterers to be proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners' risk of the Charterers failing to perform its obligations under this Charter. For the avoidance of doubt, the termination of this Charter shall not prejudice the operation of any provision of any Leasing Document which is expressed to survive the termination or cancellation of this Charter).

34.1	This Charter is part of a transaction involving the sale, purchase and charter back of the Vessel and constitutes one of the Leasing Documents.

34.2	The obligation of the Owners to charter the Vessel to the Charterers hereunder is subject to and conditional upon:

(a)	the delivery to and acceptance by the Owners as buyers of the Vessel under the MOA;

(b)	the delivery of the Vessel by the Existing Owner to the Existing Charterer of the Vessel under the Existing BBC;

(c)	no Potential Termination Event or Termination Event having occurred which is continuing from the date of this Charter to the last day of the Charter Period (inclusive);

(d)	the representations and warranties contained in Clause 45 – (Representations and Warranties) being true and correct on the date hereof and each day thereafter until and including the last date of the Charter Period;

(e)	the Delivery occurring on or before the Cancelling Date; and

(f)	the Owners having received from the Charterers:

(i)

prior to the issuance of the Payment Notice by the Charterers (in their capacity as sellers under the MOA) to the Owners (in their capacity as buyers under the MOA), the documents or evidence set out in Part A of Schedule 2 in form and substance satisfactory to them; and

(ii)

on the Commencement Date and prior to or simultaneously with the Owners executing a dated and timed copy of the protocol of delivery and acceptance evidencing delivery of the Vessel under the MOA and a dated and timed copy of the Acceptance Certificate, the documents or evidence set out in Part B of Schedule 2 in form and substance satisfactory to them, and if any of the documents listed in Schedule 2 are not in the English language then, where required by the Owners, they shall be accompanied by a certified English translation.

34.3	The conditions precedent specified in Clause 34.2(f) are inserted for the sole benefit of the Owners and may be waived or deferred in whole or in part and with or without conditions by the Owners.

34.4

(i) On the delivery of the Vessel by the Existing Owner to the Existing Charterer under the Existing BBC and (ii) on the delivery to and acceptance by the Owners (in their capacity as buyers) of the Vessel from the Charterers (in their capacity as sellers) under the MOA, the Vessel shall be deemed to have been delivered to, and accepted without reservation by, the Charterers under this Charter and the Charterers shall become and be entitled to the possession and use of the Vessel on and subject to the terms and conditions of this Charter on the same day as the delivery date of the Vessel under the MOA.

34.5

On Delivery, as evidence of the commencement of the Charter Period, the Charterers shall sign and deliver to the Owners, the Acceptance Certificate. The Charterers shall be deemed to have accepted the Vessel under this Charter, and the commencement of the Charter Period having started, on Delivery even if, for whatever reason, the Acceptance Certificate is not signed and/or the Charterers do not take actual possession of the Vessel at that time.

34.6

The Charterers shall not be entitled for any reason whatsoever to refuse to accept delivery of the Vessel under this Charter once the Vessel has been delivered to and accepted by the Owners (in their capacity as buyers) from the Charterers (in their capacity as sellers) under the MOA, and the Owners shall not be liable for any losses, costs or expenses whatsoever or howsoever arising including without limitation, any loss of profit or any loss or otherwise:

(a)

resulting directly or indirectly from any defect or alleged defect in the Vessel (including but not limited to any deficiency in seaworthiness, merchantability, classification, condition, design, quality, operation, performance, capacity or fitness for use or the eligibility of the Vessel for any particular trade or operation) or any failure of the Vessel; or

(b)	arising from any delay in the commencement of the Charter Period or any failure of the Charter Period to commence.

34.7

The Owners shall not be obliged to deliver the Vessel to the Charterers with any bunkers and unused lubricating oils and hydraulic oils and greases in storage tanks and unopened drums of the Vessel except for such items which are already on the Vessel on Delivery. The Owners shall not be responsible for the fitness, quality or quantity of any such bunkers and unused lubricating oils and hydraulic oils and greases and the Charterers shall make no claim against Owners in respect of the same.

34.8	The Charterers shall procure receipt by the Owners of the conditions subsequent set out in Part C of Schedule 2 in a form and substance satisfactory to the Owners within the time periods permitted therein.

(a)	if requested by the Charterers (upon receipt of a demand from any third party Approved Sub-charterer), a quiet enjoyment to be entered between the Owners, the Charterers and such Approved Sub-charterer on such terms as may be agreed between the relevant parties, all acting reasonably; and

(b)	any Mortgagee shall execute and deliver to the Charterers a quiet enjoyment letter in favour of the Charterers in a form mutually acceptable to the Mortgagee and the Charterer.

36.1

In consideration of the Owners agreeing to charter the Vessel to the Charterers under this Charter at the request of the Charterers, the Charterers hereby irrevocably and unconditionally agree to pay to the Owners the Charterhire, the Advance Charterhire and all other amounts payable under this Charter in accordance with the terms of this Charter.

36.2	The Charterers shall pay to the Owners on the Commencement Date, an amount which is equal to the difference between the Purchase Price and the Financing Amount as of the Commencement Date (the "Advance Charterhire").

36.3

The Charterers shall be deemed to have paid the Advance Charterhire to the Owners on the Commencement Date by the Owners (as buyers under the MOA) setting off an amount equal to the Advance Charterhire against a corresponding amount of the Purchase Price payable by the Owners to the Charterers (as sellers) under the MOA.

36.4	The Advance Charterhire shall not bear interest and shall be non-refundable.

36.5	Following Delivery and commencing from the Commencement Date, the Charterers shall pay the Charterhire in arrears in monthly instalments on each Payment Date. Each instalment shall consist of:

(a)	subject to any prepayment made in accordance with Clause 46.1(x)(ii)(1), a capital element of Charterhire (the "Fixed Charterhire") which shall be:

(i)

if the Prepositioning Date occurs in the calendar year 2025, an amount equal to:

(A)

in relation to the first (1st) to the one hundred nineteenth (119th) instalments (both inclusive), US$183,333 ("Original Fixed Charterhire A"); and

(B)

in relation to the one hundred twentieth (120th) instalment, US$183,373 ("Original Fixed Charterhire B"); and

(ii)

if the Prepositioning Date occurs in the calendar year 2026, an amount to be calculated as follows:

(A)

in relation to the first (1st) to the one hundred nineteenth (119th) instalments (both inclusive), Original Fixed Charterhire A x Adjustment Value; and

(B)

in relation to the one hundred twentieth (120th) instalment, Original Fixed Charterhire B x Adjustment Value.

(b)

a variable element of Charterhire (the "Variable Charterhire") which shall be calculated by applying the applicable Interest Rate to the Outstanding Capital Balance on the immediately preceding Payment Date (or, in the case of the first instalment only, on the Commencement Date) for the relevant Hire Period ending on the relevant Payment Date by reference to the actual number of days elapsed.

(a)	if no Term SOFR is available for any relevant Hire Period the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to for that Hire Period;

(b)	If no Term SOFR is available for any relevant Hire Period and it is not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the Historic Term SOFR;

(c)	if paragraph (b) above applies but no Historic Term SOFR is available for any relevant Hire Period, the applicable Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to that Hire Period; and

(d)	if paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, there shall be no Reference Rate for that Hire Period and Clause 37.3 shall apply for that Hire Period.

36.6	Charterhire shall be payable in arrears on the tenth (10th) day of the calendar month following the month in which the preceding Payment Date falls, save that:

(a)	the first instalment of Charterhire shall fall on the tenth (10th) day of the calendar month following the month in which the Commencement Date falls (the "First Payment Date"); and

(b)	the final instalment of Charterhire shall fall on the last day of the Charter Period, such that there is a total of one hundred and twenty (120) Payment Dates during the Charter Period (each, a "Payment Date").

36.7

Payment of Charterhire on any Payment Date shall be made in same day available funds and received by the Owners by not later than 4.00 pm (Beijing time). Any payment of Charterhire which is due to be made on a Payment Date which is not also a Business Day shall be made on the preceding Business Day instead.

36.8	Time of payment of the Charterhire and any other payments by the Charterers under this Charter shall be of the essence of this Charter.

36.9	All payments of the Charterhire and any other moneys payable hereunder shall be made in Dollars.

36.10

All payments of the Charterhire and any other moneys payable hereunder shall be payable by the Charterers to the Owners' designated bank account as the Owners may notify the Charterers in writing from time to time.

36.11

Payment of the Charterhire and any other amounts under this Charter shall be at the Charterers' risk until receipt by the Owners.

36.12

The Vessel shall not at any time be deemed off-hire and the Charterers' obligation to pay the Charterhire and any other amounts payable in this Charter (including but not limited to the Termination Sum) in Dollars shall be absolute and unconditional under any and all circumstances and shall not be affected by any circumstances of any nature whatsoever including but not limited to:

(a)

(except in the case of the Advance Charterhire) any set off, counterclaim, recoupment, defence, claim or other right which the Charterers may at any time have against the Owners or any other person for any reason whatsoever including, without limitation, any act, omission or breach on the part of the Owners under this Charter or any other agreement at any time existing between the Owners and the Charterers;

(b)	any change, extension, indulgence or other act or omission in respect of any indebtedness or obligation of the Charterers, or any sale, exchange, release or surrender of, or other dealing in, any security for any such indebtedness or obligation;

(c)	any title defect or encumbrance or any dispossession of the Vessel by title paramount or otherwise;

(d)	any defect in the seaworthiness, condition, value, design, merchantability, operation or fitness for use of the Vessel or the ineligibility of the Vessel for any particular trade, or for registration or documentation under the laws of any relevant jurisdiction;

(e)	the Total Loss or any damage to or forfeiture or court marshall's or other sale of the Vessel if the Termination Sum or any part thereof remains due;

(f)

any libel, attachment, levy, detention, sequestration or taking into custody of the Vessel or any restriction or prevention of or interference with or interruption or cessation in, the use or possession thereof by the Charterers unless for such period where such arrest, detention or seizure is solely attributable to the fault of the Owners;

(g)	any insolvency, bankruptcy, reorganization, arrangement, readjustment, dissolution, liquidation or similar proceedings by or against the Charterers and any other Relevant Person;

(h)	any invalidity, unenforceability, lack of due authorization or other defects, or any failure or delay in performing or complying with any of the terms and provisions of this Charter or any of the Leasing Documents by any party to this Charter or any other person;

(i)	any enforcement or attempted enforcement by the Owners of their rights under this Charter or any of the Leasing Documents executed or to be executed pursuant to this Charter;

(j)

any loss of use of the Vessel due to deficiency or default or strike of officers or crew, fire, breakdown, damage, accident, defective cargo or any other cause which would or might but for this provision have the effect of terminating or in any way affecting any obligation of the Charterers under this Charter; or

(k)	any prevention, delay, deviation or disruption in the use of the Vessel resulting from the wide outbreak of any viruses or any other highly infectious or contagious diseases (including the 2019 novel coronavirus), including but not limited to those caused by:

(i)

closure of ports;

(ii)

prohibitions or restrictions against the Vessel calling at or passing through certain ports;

(iii)

restriction in the movement of personnel and/or shortage of labour affecting the operation of the Vessel or the operation of the ports (including stevedoring operations);

(iv)

quarantine regulations affecting the Vessel, its cargo, the crew members or relevant port personnel;

(v)

fumigation or cleaning of the Vessel; or

(vi)

any claims raised by any Sub-charterer or manager of the Vessel that a force majeure event or termination event (or any other analogous event howsoever called) has occurred under the relevant charter agreement or management agreement (as the case may be) of the Vessel as a result of the outbreak of such viruses.

36.13

All stamp duty, value added tax (for the avoidance of doubt, including without limitation, goods and services tax), withholding or other taxes and import and export duties and all other similar types of charges which may be levied or assessed on or in connection with:

(a)	the operation of this Charter in respect of the hire and all other payments to be made pursuant to this Charter and the remittance thereof to the Owners; and

(b)

the import, export, purchase, operation, delivery and re-delivery of the Vessel, shall be borne by the Charterers. The Charterers shall pay, if applicable, value added tax and other similar tax levied on any Charterhire and other payments payable under this Charter by addition to, and at the time of payment of, such amounts. If any such taxes arise as a result of (i) the Owners being incorporated in Hong Kong and (ii) the introduction or alteration after the date of this Charter of a law in Hong Kong or an alteration after the date of this Charter in the manner in which a law in Hong Kong is interpreted or applied (the "Tax Changes"), and after the Owners and the Charterers having exercised reasonable endeavours to mitigate the effect of the Tax Changes (at the cost of the Charterers) following notification from the Owners to the Charterers regarding the occurrence of the Tax Changes such Tax Changes continue to have the same effect, the Charterers shall have the option to pay the Mandatory Sale Price to the Owners within thirty (30) days following such notice by the Owners, and this Charter shall terminate in accordance with the procedures set out in Clause 50.4.

37.1

If, before the Reporting Time, the Owners determine (which determination shall be conclusive and binding) that their cost of funds relating to the then prevailing Outstanding Capital Balance or any part thereof would be in excess of the Market Disruption Rate, the Owners shall promptly notify the Charterers accordingly and Clause 37.3 below shall apply to the prevailing Outstanding Capital Balance or any part thereof for that Hire Period.

37.2

Immediately following the notification referred to in Clause 37.1 above, if the Owners and Charterers so require, the Owners and the Charterers shall negotiate in good faith (for a period not more than thirty (30) days) with a view to agreeing upon a substitute basis for determining the applicable Interest Rate for that Hire Period. Subject to Clause 37.4, any substitute or alternative basis agreed pursuant to this Clause shall, with the prior written consent of the Parties, be binding on the Parties.

37.3

If:

(a)	this Clause 37.3 applies pursuant to Clause 36.5A and Clause 37.1; or

(b)	a substitute basis is not so requested and/or agreed pursuant to Clause 37.2 above; or

(c)	the amendment or waiver to the terms of the Leasing Documents is not so agreed pursuant to Clause 37.4, the applicable Interest Rate shall be the percentage rate per annum which is the sum of:

(i)

the Margin, and

(ii)

the cost of funds certified and notified by the Owners, with relevant supporting evidence available to the Owners at the relevant time (expressed as an annual rate of interest) relating to the then prevailing Outstanding Capital Balance or any part thereof during the relevant Hire Period (as reasonably determined by the Owners), provided that if the rate pursuant to (ii) above is less than zero, the relevant rate shall be deemed to be zero. It is hereby agreed that the Charterers shall have the option to pay the Mandatory Sale Price to the Owners within thirty (30) days following such notice by the Owners pursuant to this Clause 37.3, and this Charter shall terminate in accordance with the procedures set out in Clause 50.4. If this Clause 37.3 applies pursuant to Clause 37.1 and the Owners do not notify a Funding Rate to the Charterers by the Reporting Time, the Owners' cost of funds relating to that portion of the Outstanding Capital Balance for that Hire Period shall be deemed, for the purposes of Clause 37.3(c)(ii) above, to be the Market Disruption Rate.

37.4	If a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars, the Owners are entitled to make any amendment or waiver to the terms of the Leasing Documents with the consent of the Charterers (at the Charterers' cost) which relates to:

(a)	providing for the use of a Replacement Reference Rate in relation to Dollars in place of (or in addition to) that Published Rate; and

(i)

aligning any provision of any Leasing Document to the use of that Replacement Reference Rate;

(ii)

enabling that Replacement Reference Rate to be used for the calculation of the Interest Rate under this Charter (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Charter);

(iii)

implementing market conventions applicable to that Replacement Reference Rate;

(iv)

providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(v)

adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), and pending any such amendment or waiver and the Replacement Reference Rate being utilised under the Leasing Documents to calculate the Interest Rate, Clause 37.3 shall apply to the calculation of the Interest Rate.

37.5

If the Charterers fail to make any payment due under this Charter on the due date, they shall pay additional interest on such late payment at a rate which is equal to two per cent. (2%) per annum above the applicable Interest Rate for the relevant Hire Period which shall apply prior to, during or following Delivery and shall accrue on a daily basis from the date on which such payment became due up to and excluding the date of payment thereof, and the Charterers and the Owners agree that such default rate is proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners' risk of the Charterers failing to perform its obligations under this Charter.

37.6	All interest (including default interest) and any other payments under this Charter 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 three hundred and sixty (360) days' year.

38.1

The Charterers shall not, without the prior written consent of the Owners, assign, mortgage or pledge the Vessel or any interest therein, its Earnings, Insurances and/or any Requisition Compensation and shall not permit the creation or existence of any Security Interest thereon  (including for any monies paid in advance and not earned, and for any claims for damages arising from any breach by the Owners of this Charter and other amounts due to the Charterers under this Charter) except for the Permitted Security Interests.

38.2

The Charterers shall promptly notify any party (including, without limitation, the Initial Sub-charterer or any other Sub-charterer of the Vessel) (as the Owners may request) in writing that the Vessel is the property of the Owners and the Charterers shall provide the Owners with a copy of such written notification and satisfactory evidence to the opinion of the Owners that such party has received such written notification.

38.3

Subject to Clause 38.4, if the Vessel is arrested, seized, impounded, forfeited, detained or taken out of their possession or control (whether or not pursuant to any distress, execution or other legal process), the Charterers shall procure the immediate release of the Vessel (whether by providing bail or procuring the provision of security or otherwise do such lawful things as the circumstances may require) and shall immediately notify the Owners of such event and shall indemnify the Owners against all losses, costs or charges incurred by the Owners by reason thereof in re-taking possession or otherwise in re-acquiring the Vessel. Without prejudice to the generality of the foregoing and Clause 53 – (Sale of the Vessel), the Charterers agree to indemnify the Owners against all consequences or liabilities arising from the master, officers or agents signing bills of lading or other documents.

38.4

If the Vessel is arrested, seized, impounded, forfeited or otherwise detained solely because of the Owners' direct actions or omissions and for reasons which are not in any part of a consequence of contributory negligence and/or wilful misconduct of any Sub-charterer, a Relevant Person or any other member of the Group (or its affiliates), the Owners shall at their own expense take all reasonable steps to procure that the Vessel is released within a reasonable time.

38.5

The Charterers shall pay and discharge or cause the Initial Sub-charterer or any other Sub-charterer of the Vessel to pay and discharge all obligations and liabilities whatsoever which have given or may give rise to liens on or claims enforceable against the Vessel. The Charterers shall take all steps to prevent (and shall procure that any Sub-charterer shall take all steps to prevent) an arrest (threatened or otherwise) of the Vessel.

39.1	The Charterers shall procure that the insurances for the Vessel are effected:

(a)	in Dollars;

(b)

in the case of fire and usual hull and machinery, marine risks and war risks (including blocking and trapping), on an agreed value basis of at least the higher of (i) the prevailing Market Value of the Vessel at the relevant time or (ii) one hundred and twenty per cent (120%) of the then prevailing Outstanding Capital Balance;

(c)

in the case of oil pollution liability risks for the Vessel, for an aggregate amount equal to the higher of (i) the highest level of cover from time to time available under protection and indemnity club entry and in the international marine insurance market and (ii) an amount of not less than $1,000,000,000;

(d)	in the case of protection and indemnity risks, in respect of the full tonnage of the Vessel and with a protection and indemnity club which is a member of the International Group of Protection and Indemnity Clubs;

(e)

with first class international insurers and/or underwriters acceptable to the Owners and having a Standard & Poor's rating of BBB+ or above, a Moody's rating of A or above or an AM Best rating of A- or above or otherwise acceptable to the Owners or, in the case of war risks through a protection and indemnity club which meets the requirements of paragraph (d) above; and

(f)	on terms and in form acceptable to the Owners.

39.2	In addition to the terms set out in Clause 13(a) (Insurance and Repairs), the Charterers shall procure that the Obligatory Insurances shall:

(a)	subject always to paragraph (b), name the Charterers, the Approved Manager and the Owners (and if applicable the Owners' Financiers if so required by the Owners) as the only named assureds unless the interest of every other named assured or co-assured is limited:

(i)

in respect of any Obligatory Insurances for hull and machinery and war risks;

(1)

to any provable out-of-pocket expenses that they have incurred and which form part of any recoverable claim on underwriters; and

(2)

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 them); and

(ii)

in respect of any Obligatory Insurances for protection and indemnity risks, to any recoveries they are entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against them, and every other named assured or co-assured has undertaken in writing to the Owners or the Owners' Financiers (in such form as they may require) that any deductible shall be apportioned between the Charterers and every other named assured or co-assured (save for the Owners or the Owners' Financiers (if any)) in proportion to the gross claims made by or paid to each of them and that they shall do all things necessary and provide all documents, evidence and information to enable the Owners and the Owners' Financiers (if any) in accordance with the terms of the loss payable clause, to collect or recover any moneys which at any time become payable in respect of the Obligatory Insurances;

(b)	whenever the Owners' Financiers (if any) require:

(i)

in respect of fire and other usual marine risks and war risks, name (or be amended to name) the same as additional named assured for their rights and interests, warranted no operational interest and with full waiver of rights of subrogation against such financiers, but without such financiers thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(ii)

in relation to protection and indemnity risks, name (or be amended to name) the same as additional insured or co-assured for their rights and interests to the extent permissible under the relevant protection and indemnity club rules; and

(iii)

name the same and the Owners as respectively the first ranking loss payee and the second ranking loss payee (and in the absence of any financiers, the Owners as first ranking loss payee) in accordance with the terms of the relevant loss payable clauses approved by the Owners' Financiers and the Owners with such directions for payment in accordance with the terms of such relevant loss payable clause, as the Owners and the Owners' Financiers (if any) may specify;

(c)	provide that all payments by or on behalf of the insurers under the Obligatory Insurances to the Owners and/or the Owners' Financiers (as applicable) shall be made without set-off, counterclaim, deductions or condition whatsoever;

(d)	provide that such Obligatory Insurances shall be primary without right of contribution from other insurances which may be carried by the Owners or the Owners' Financiers (if any);

(e)	provide that the Owners and/or the Owners' Financiers (if any) may make proof of loss if the Charterers fail to do so; and

(f)

provide that if any Obligatory Insurance is cancelled, or if any substantial change is made in the coverage which adversely affects the interest of the Owners and/or the Owners' Financiers (if any), or if any Obligatory Insurance is allowed to lapse for non-payment of premium, such cancellation, change or lapse shall not be effective with respect to the Owners and/or the Owners' Financiers (if any) for thirty (30) days after receipt by the Owners and/or the Owners' Financiers (if any) of prior written notice from the insurers of such cancellation, change or lapse.

39.3	The Charterers shall:

(a)	at least fifteen (15) days prior to Delivery (or such shorter period agreed by the parties), notify in writing the Owners of the terms and conditions of all Insurances (copied to the Owners' Financiers (if any) and the brokers or insurers with whom the Insurances are or will be placed);

(b)

at least fifteen (15) days before the expiry of any obligatory insurance or otherwise before the change of appointment of any brokers (or other insurers) and any protection and indemnity or war risks association through which Obligatory Insurances are taken from time to time pursuant to this Clause 39 – (Insurance), notify the Owners (copied to the Owners' Financiers (if any)) of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom the Charterers propose to renew or obtain that Obligatory Insurance and of the proposed terms of such renewed or new insurance cover and obtain the Owners' approval to such matters;

(c)	at least seven (7) days before the expiry of any Obligatory Insurance, procure that such Obligatory Insurance is renewed or to be renewed on its expiry date in accordance with the provisions of this Charter;

(d)

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 or the effective date of the new insurance and protection and indemnity cover notify the Owners (copied to the Owners' Financiers (if any)) in writing of the terms and conditions of the renewal; and

(e)

as soon as practicable after the expiry of any Obligatory Insurance and within thirty (30) days after such expiry, deliver to the Owners a letter of undertaking as required by this Charter in respect of such Insurances for the Vessel as renewed pursuant to Clause 39.3(c) (Insurance) together with copies of the relevant policies or cover notes or entry certificates duly endorsed with the interest of the Owners and/or the Owners' Financiers (if any).

39.4

The Charterers shall ensure that all insurance companies and/or underwriters, and/or insurance brokers (if any) provide the Owners with copies (or upon the Owners' request, originals) of policies, cover notes and certificates of entry relating to the Obligatory Insurances which they are to effect or renew and letter or letters of undertaking in a form required by the Owners and/or the Owners' Financiers (if any) and including undertakings by the insurance companies and/or underwriters that:

(a)	they will have endorsed on each policy, immediately upon issuance, a loss payable clause and a notice of assignment complying with the provisions of this Charter and the Financial Instruments;

(b)	they will hold the benefit of such policies and such insurances, to the order of the Owners and/or the Owners' Financiers (if any) and/or such other party in accordance with the said loss payable clause;

(c)	they will advise the Owners and the Owners' Financiers (if any) promptly of any material change to the terms of the Obligatory Insurances of which they are aware;

(d)

(i) they will indicate in the letters of undertaking that they will immediately notify the Owners and the Owners' Financiers (if any) when any cancellation, charge or lapse of the relevant obligatory insurance occur and (ii) following a written application from the Owners and/or the Owners' Financiers (if any) not later than one (1) month before the expiry of the Obligatory Insurances they will notify the Owners and the Owners' Financiers (if any) not less than fourteen (14) days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal instructions from the Charterers and, in the event of their receiving instructions to renew, they will promptly notify the Owners and the Owners' Financiers (if any) of the terms of the instructions; and

(e)

if any of the Obligatory Insurances form part of any fleet cover, the Charterers shall procure that the insurance broker(s), or leading insurer, as the case may be, undertakes to the Owners and the Owners' Financiers (if any) that such insurance broker or insurer will not set off against any sum recoverable in respect of a claim relating to the Vessel under such Obligatory Insurances any premiums due in respect of any other vessel under any fleet cover of which the Vessel forms a part or any premium due for other insurances, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums, and they will not cancel such Obligatory Insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of the Vessel forthwith upon being so requested by the Owners and/or the Owners' Financiers (if any) and where practicable.

39.5	The Charterers shall ensure that any protection and indemnity and/or war risks associations in which the Vessel is entered provides the Owners and the Owners' Financiers (if any) with:

(a)	a copy of the certificate of entry for the Vessel as soon as such certificate of entry is issued;

(b)	a letter or letters of undertaking in such form as may be required by the Owners and the Owners' Financiers (if any) and agreed by such associations or in such association's standard form; and

(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to the Vessel.

39.6	The Charterers shall ensure that all policies relating to Obligatory Insurances are deposited with the approved brokers (if any) through which the insurances are effected or renewed.

39.7	The Charterers shall procure that all premiums or other sums payable in respect of the Obligatory Insurances are punctually paid and produce all relevant receipts when so required by the Owners.

39.8	The Charterers 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.

39.9

The Charterers shall neither do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any Obligatory Insurance invalid, void, voidable or unenforceable or render any sum payable under an Obligatory Insurance repayable in whole or in part; and, in particular:

(a)

the Charterers shall procure that all necessary action is taken and all requirements are complied with which may from time to time be applicable to the Obligatory Insurances, and (without limiting the obligations contained in this Clause 39 – (Insurance)) ensure that the Obligatory Insurances are not made subject to any exclusions or qualifications to which the Owners have not given their prior approval (unless such exclusions or qualifications are made in accordance with the rules of a protection and indemnity association which is a member of the International Group of Protection And Indemnity Clubs);

(b)

the Charterers shall not make or permit any changes relating to the classification or the classification society of the Vessel or, subject to procuring the provision of a replacement manager's undertaking in substantially the same form as the Manager's Undertaking, any changes to the manager or operator of the Vessel unless such changes have, if required, first been approved by the underwriters of the Obligatory Insurances, the Owners and the Owners' Financiers (if any);

(c)

the Charterers shall procure that all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Vessel 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) are made and the Charterers shall promptly provide the Owners with copies of such declarations and a copy of its valid certificate of financial responsibility; and

(d)

the Charterers shall not employ the Vessel, 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.

39.10

The Charterers shall not make or agree to any alteration to the terms of any Obligatory Insurance nor waive any right relating to any Obligatory Insurance without the prior written consent of the Owners and the Owners' Financiers (if any).

39.11

The Charterers shall not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence and information to enable the Owners to collect or recover any moneys which at any time become payable in respect of the Obligatory Insurances.

39.12

The Charterers shall provide the Owners upon written request (except that upon the occurrence of a Total Loss or a Major Casualty the Charterers shall provide the following immediately without the Owners' making any request), copies of:

(a)	all communications between the Charterers and:

(i)

the approved brokers;

(ii)

the approved protection and indemnity and/or war risks associations; and/or

(iii)

the approved insurers and/or underwriters, which relate directly or indirectly to:

(1)

the Charterers' obligations relating to the Obligatory Insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and

(2)

any credit arrangements made between the Charterers and any of the persons referred to in paragraphs (i) or (ii) above relating wholly or partly to the effecting or maintenance of the Obligatory Insurances; and

(b)	any communication with any party involved in case of a claim under any of the Vessel's insurances.

39.13

The Charterers shall promptly provide the Owners (or any persons which they may designate) with:

(a)	any information which the Owners or the Owners' Financiers (or any such designated person) request for the purpose of:

(i)

obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the Obligatory Insurances effected or proposed to be effected; and/or

(ii)

effecting, maintaining or renewing any such insurances as are referred to in Clause 13(a) (Insurance and Repairs) or Clause 39 – (Insurance) dealing with or considering any matters relating to any such insurances; and

(b)	copies of any communication between all parties involved in case of a claim under any of the Vessel's insurances exceeding the Major Casualty amount.

39.14

If one or more of the Obligatory Insurances are not effected and maintained with first class international insurers or are effected with an insurance or captive Subsidiary of the Owners or the Charterers, then the Charterers shall procure, at their own expense, that the relevant insurers maintain in full force and effect facultative reinsurances with reinsurers and through brokers, in each case, of recognised standing and acceptable in all respects to the Owners. Any reinsurance policy shall include, if and when permitted by law, a cut-through clause in a form acceptable to the Owners and/or the Owners' Financiers (if any). The Charterers shall procure that underwriters of the primary insurances assign each reinsurance to the relevant financiers in full, if required.

39.15

The Charterers shall upon demand fully indemnify the Owners (including if requested by the Owners, make direct payment to the relevant insurer or broker for the same) in respect of all premiums and other expenses which are incurred by:

(a)	the Owners in connection with or with a view to effecting, maintaining or renewing an innocent owners interest insurance and an innocent owners additional perils insurance or any similar protective shipowner insurance that is taken out in respect of the Vessel; and/or

(b)

the Owners' Financiers (if any) in connection with or with a view to effecting, maintaining or renewing a mortgagee's interest insurance, a mortgagee's additional perils insurance, all protection and indemnity insurance that is taken out in respect of the Vessel subject to the Owners' Financiers (if any) having provided to the Owners at the relevant time any form of loan facility to refinance the Vessel, in the case as referred to in paragraph (a), in an amount at least one hundred and twenty per cent (120%) of the Outstanding Capital Balance from time to time or in the case as referred to in paragraph (b), in an amount at least one hundred and twenty per cent (120%) of the relevant outstanding loan amount from time to time and on such other terms, through such insurers and generally in such manner as the Owners or the Owners' Financiers (as the case may be) may from time to time consider appropriate.

39.16

The Charterers shall be solely responsible for and indemnify the Owners in respect of all loss or damage to the Vessel (insofar as the Owners shall not be reimbursed by the proceeds of any insurance in respect thereof) however caused occurring at any time or times before physical possession thereof is retaken by the Owners, with only reasonable wear and tear to the Vessel excepted.

39.17

The Charterers shall reimburse or indemnify the Owners for any expenses incurred or to be incurred by the Owners in obtaining a detailed report signed by an independent firm of marine insurance brokers approved by the Owners dealing with the Obligatory Insurances and stating the opinion of such firm as to the adequacy of the Obligatory Insurances:

(a)	when an agreed form of such detailed report satisfactory to the Owners is obtained as a condition precedent requirement under Schedule 2 of this Charter;

(b)	when the Owners procure the issuance of such detailed report no more than once every calendar year, unless a Termination Event has occurred in which case such reports may be procured at the Charterer's cost at any such time; and

(c)

further from time to time upon the Owners' demand where, in the Owners' opinion, at any time during the Charter Period there has been a material change in the terms of the Insurances and/or a change in the circumstances which would materially adversely affect the adequacy of the Obligatory Insurances.

39.18

The Charterers shall:

(a)

keep the Vessel insured at their expense against such other risks (other than loss of hire which shall be insured against upon an occurrence and during the continuance of a Termination Event) which the Owners consider reasonable for a prudent shipowner or operator to insure against for trading, management, operational and/or safety purposes at the relevant time (as notified by the Owners and having regard to the then existing available insurance cover and standard practice in the operation of vessels of the same type as the Vessel) and which risks are, at that time, generally insured against by owners or operators of vessels similar to the Vessel or of the same type as the Vessel (including without limitation, innocent owners interest insurance, innocent owners additional perils insurance, mortgagee's interest insurance and mortgagee's additional perils insurance but excluding loss of hire and contingency liability insurance, save that the Owners may take out upon an occurrence and during the continuance of a Termination Event); and

(b)

upon demand fully indemnify the Owners in respect of all premiums and other expenses incurred by the Owners in respect of any other insurances (other than loss of hire insurances and the contingent liability insurances which the Owners may take out upon an occurrence and during the continuance of a Termination Event) which the Owners deem necessary (having regard to the existing insurance cover and market practice for the trading, management, operation and safety of vessels of the same type) and takes out in respect of the Vessel.

40.1

It is expressly agreed and acknowledged that the Owners are not the manufacturer or original supplier of the Vessel but that the Owners (in their capacity as buyers) have purchased the Vessel from the Charterers (in their capacity as sellers) pursuant to the MOA at the request of the Charterers, for the purpose of then chartering the Vessel to the Charterers hereunder and that no condition, term, warranty or representation of any kind is or has been given to the Charterers by or on behalf of the Owners in respect of the Vessel (or any part thereof).

40.2	All conditions, terms or warranties express or implied by the law relating to the specifications, quality, description, merchantability or fitness for any purpose of the Vessel (or any part thereof) or otherwise are hereby expressly excluded.

40.3

The Charterers agree and acknowledge that the Owners shall not be liable for any claim, loss, damage, expense or other liability of any kind or nature caused directly or indirectly by the Vessel or by any inadequacy thereof or the use or performance thereof or any repairs thereto or servicing thereof and the Charterers shall not by reason thereof be released from any liability to pay any Charterhire or other payment due under this Charter.

41.1	Upon termination of the leasing of the Vessel under this Charter pursuant to Clause 49.2, the Charterers shall be obliged to pay the Owners the Termination Sum on the Termination Date and it is hereby agreed by the parties hereto that:

(a)	without prejudice to Clause 41.9(b), the obligation to pay the Termination Sum is a continuing obligation and shall survive the termination of the leasing of the Vessel under this Charter and shall continue in full force and effect until irrevocably and unconditionally paid in full;

(b)	payment of the Termination Sum is deemed to be proportionate as to amount, having regard to the legitimate interest of the Owners, in protecting against the Owners' risk of the Charterers failing to perform its obligations under this Charter; and

(c)

the Termination Sum shall, depending on the nature of the Termination Event(s) on the basis of which the Owners serve a Termination Notice, be either an obligation to pay damages following acceptance by the Owners of a breach of condition by the Charterers or an obligation to pay an agreed sum in specified circumstances which do not involve a breach of contract by the Charterers.

41.2	If the Charterers fail to make any payment of the Termination Sum on the Termination Date, Clause 37.5 shall apply and the Owners shall be entitled to exercise their rights under Clauses 41.9 and 41.10.

41.3

Concurrently with the unconditional and irrevocable payment of the Termination Sum in full pursuant to the terms of this Charter, this Charter shall terminate and the Owners shall (save in the event of Total Loss or in the event that the Vessel has been sold or contracted to be sold pursuant to Clauses 41.9 and 41.10), at the cost of the Charterers, transfer the legal and beneficial ownership of the Vessel on an "as is where is" basis to the Charterers (or their nominees as approved by the Owners) free from any registered mortgages, encumbrances, liens, debts or claims incurred or permitted by the Owners and/or Owners’ Financier (save for those liens, encumbrances and debts incurred by the Charterers or arising out of or in connection with this Charter), and shall execute a bill of sale and a protocol of delivery and acceptance evidencing the same and such sale shall be completed otherwise in accordance with Clause 53.1.

41.4

The Charterers hereby undertake to indemnify the Owners against any claims incurred in relation to the Vessel prior to such transfer of ownership. Any documented taxes, notarial, consular and other costs, charges and expenses connected with closing of the Owners' register shall be for the Charterers' account.

41.5

If the Charterers are required to redeliver the Vessel to the Owners pursuant to the terms of this Charter, the Vessel shall be redelivered and taken over safely afloat at a safe and accessible berth or anchorage in such location as the Owners may require (which, for the avoidance of doubt, shall exclude any war listed area declared by the Joint War Committee). The Charterers shall where applicable, give the Owners not less than 30/20/10/5 running days' preliminary notice of expected date and port or place of redelivery and not less than 5/3/2/1/ running days' definite notice of expected date and port or place of redelivery. Any changes thereafter in the Vessel's position shall be notified immediately to the Owners. The Charterers shall ensure that, at the time of redelivery to the Owners, the Vessel:

(a)	be in compliance with the Obligatory Insurances;

(b)

be in an equivalent class as she was as at the Commencement Date and without any recommendation or condition and with valid, unextended certificates for not less than three (3) months and free of average damage affecting the Vessel's classification and in the same or as good structure, state, condition and classification as that in which she was deemed on the Commencement Date, fair wear and tear not affecting the Vessel's classification excepted;

(c)	has passed her 5-year special survey or 10-year special survey (if applicable), and subsequent second intermediate surveys and drydock at the Charterers' time and expense without any recommendation or condition:

(d)	to the satisfaction of the Approved Classification Society; and

(e)	in the case of the 5-year special survey or 10-year special survey (if applicable), to the reasonable satisfaction of an Owners' Surveyor appointed at the cost of the Charterers;

(f)	has her survey cycles up-to-date and trading and class certificate valid for at least the number of months agreed in Box 17;

(g)	be re-delivered to the Owners together with all spare parts and spare equipment as were on board at the time of Delivery, and any such spare parts and spare equipment on board at the time of re-delivery shall be taken over by the Owners free of charge;

(h)	be free of any cargo and Security Interest (save for the Security Interests granted pursuant to the Financial Instruments, if any);

(i)	be free of any crew and officers unless otherwise instructed by the Owners;

(j)	be free of any charter or other employment (unless the Owners wish to retain the continuance of any prevailing charter or as otherwise agreed by the Owners in their absolute discretion);

(k)	have had her underwater parts treated with ample anti-fouling to last for the ensuring period up to the next schedule dry docking of the Vessel;

(l)

be redelivered to the Owner together with all material information generated during the Charter Period in respect of the use, possession, operation, navigation, utilization of lubricating oil and the physical condition of the Vessel, whether or not such information is contained in the Charterer's equipment, computer or property; and

(m)

have such amount of bunkers on board the Vessel as would be sufficient to enable the Vessel to sail to the nearest bunker port in compliance with all bunkering fuel content regulations then applicable in such place of redelivery, including without limitation, the global sulphur limit imposed by the International Maritime Organization (IMO).

41.6

The Charterers warrant that they will not permit (or request any Sub-charterer not to permit) the Vessel to commence a voyage (including any preceding ballast voyage) which cannot reasonably be expected to be completed in time to allow redelivery of the Vessel within any time period required by Clause 41 – (Termination, Redelivery and Total Loss). If the time of actual redelivery is after the date on which redelivery is required to take place pursuant to Clause 41 – (Termination, Redelivery and Total Loss) (the "Redelivery Date"), the Charterer shall, without prejudice to any other amounts payable under the Leasing Documents (including without limitation pursuant to Clause 41 – (Termination, Redelivery and Total Loss)) pay to the Owners, as from the first date following the Redelivery Date and for each day until the date on which the Vessel is redelivered in accordance with Clause 41.5, the rate of hire equivalent to the higher of:

(a)	the prevailing market rate for the bareboat chartering of vessels of a similar type as the Vessel (as determined by an Approved Valuer appointed by the Owners); and

(b)	the prevailing market rate for the chartering of vessels of a similar type as the Vessel on the Index. For the avoidance of doubt, all other terms, conditions and provisions of this Charter and the other Leasing Documents shall continue to apply during such period.

41.7

The Charterers shall provide the Owners' Surveyor with all such facilities and access to the Vessel as may be required to enable such Owners' Surveyor to conduct its survey of the Vessel and shall take all such actions as may be reasonably recommended by the Owners' Surveyor to ensure that the Vessel shall be redelivered in accordance with Clause 41.5. The Owners shall not be obliged to accept redelivery of the Vessel until the Owners are reasonably satisfied that all conditions for the redelivery of the Vessel under this Charter (including without limitation, Clause 41.5 and this Clause 41.7) are met, and the Vessel shall (if the redelivery is at the end of the Charter Period) continue to be on-hire under the terms of this Charter until such redelivery. The Owners reserve all rights to recover from the Charterers any costs, expense and/or liabilities incurred or suffered by them (including without limitation, the costs of any repairs which may be required to restore the Vessel to the condition required by Clause 41.5 as a result of the Vessel not being redelivered in accordance with the terms of this Charter).

41.8

The Owners shall, at the time of the redelivery of the Vessel, take over all bunkers, lubricating oil, unbroached provisions, paints, ropes, other consumable stores and spare parts in the Vessel (but excluding any such items owned by a third party which is not a member of the Group) at no cost to the Owners.

41.9	Subject to the terms of any quiet enjoyment letter entered into with any sub charterers, the Charterers agree that should the Termination Sum not be paid on the Termination Date:

(a)

the Charterers' right to possess and operate the Vessel shall immediately cease and (without in any way affecting the Charterers' obligation to pay the Charterer the Termination Sum and comply with their other obligations under this Charter) the Charterers shall hold the Vessel as gratuitous bailee only to the Owners, the Charterers shall procure that the master and crew follow the orders and directions of the Owners and the Charterers shall, upon the Owners' request (at Owners' sole discretion), be obliged to immediately (and at the Charterers' own cost) redeliver the Vessel to the Owners at such ready and nearest safe port or location as the Owners may require and for the avoidance of doubt, any such redelivery shall not extinguish the Owners' right to recover the Termination Sum from the Charterers under this Charter;

(b)

subject to paragraph (c) and (d) below and Clause 41.10, the Owners shall be entitled (at Owners' sole discretion) but subject always to any quiet enjoyment letter entered into with any sub-charterer, to operate the Vessel as they may require and may create whatsoever interests thereon, including without limitation short term charterparties or any other form of short term employment contracts provided such contracts do not interfere with the Vessel's sale process, including relevant inspections, provided that the Earnings of the Vessel during such period less its operational expenses (which would include, without limitation, any costs in relation to the provision of bunkers and lubricating oils), (the "Net Trading Proceeds") shall be applied against the Termination Sum and any other amounts payable under the Leasing Documents pursuant to Clause 65 – (General Application of Proceeds) provided, that if such use of the Vessel results in the Owners suffering a loss then such losses shall be included in the indemnities contained in Clause 54 – (Indemnities) and be added to the Termination Sum; and

(c)

the Owners shall be entitled (at Owners' sole discretion) to immediately thereafter sell the Vessel to any third party on arm's length terms taking into account the prevailing market conditions, provided that the Charterers may for a period not exceeding a total of sixty (60) days from the Termination Date (the "Nomination Period") nominate or identify a purchaser for the Vessel (a "Nominated Purchaser"). During the Nomination Period the Owners and the Charterers shall use their reasonable endeavours to market the Vessel and the Owners shall sell the Vessel to a Nominated Purchaser and subject to all of the following conditions being satisfied:

(i)

the Nominated Purchaser is acceptable to the Owners (such acceptability not to be unreasonably withheld or delayed); and

(ii)

the price to be paid by the Nominated Purchaser (after deducting any commissions, taxes and other costs of sale) is equal to or more than the applicable Termination Sum (unless otherwise agreed by the Owners in their absolute discretion); and any net sale proceeds (after deducting all fees, taxes, disbursements and any other costs and expenses incurred or suffered by the Owners in connection with such sale) (the "Net Sales Proceeds") derived from any such sale to a Nominated Purchaser or any other person shall be applied towards reduction of the Termination Sum in accordance with Clause 65 – (General Application of Proceeds). If the Net Sales Proceeds are not sufficient to settle the Termination Sum in full, the Charterers shall remain liable to pay the shortfall and default interest shall continue to accrue on the unpaid portion of the Termination Sum in accordance with Clause 37.5.

(d)	Irrespective of any sales efforts, the Charterers have the right at all times, during the Nomination Period or until the Owners' Purchase (as referred to in Clause 41.10) is concluded or until any third party's sale is concluded, to purchase the vessel with priority by paying the Termination Sum.

41.10

The Owners may, by written notice to the Charterers at any time after the Nomination Period, inform the Charterers of the Owners' intention to retain the Vessel instead of selling the Vessel under Clause 41.9(c) and 41.9(d) above, "Owners' Purchase", and in doing so, the Owners shall first obtain the Market Value of the Vessel (after deducting any commissions, taxes and costs which would be likely to be incurred in connection with a sale of the Vessel) and apply it towards the reduction of the Termination Sum calculated as of the day of the notice of the Owners' Purchase. If the Market Value (less such deductions) of the Vessel as at the date of the notice of the Owners' Purchase is less than the Termination Sum calculated as of the day of the notice of the Owners' Purchase, the Charterers shall remain liable to pay the shortfall to the Owners and default interest shall continue to accrue on the unpaid portion of the Termination Sum. If the Market Value (less such deductions) of the Vessel as at the date of such nomination is more than the Termination Sum calculated as of the day of the notice of the Owners' Purchase, the Owners shall pay the excess to Charterers within thirty (30) days from the day of the notice of the Owners' Purchase in accordance with Clause 65 – (General Application of Proceeds).

41.11

Throughout the Charter Period, the Charterer shall bear the full risk of any Total Loss of or any other damage to the Vessel howsoever arising. If the Vessel becomes a Total Loss after Delivery, the Charterer shall, subject to Clause 41.12, pay the Termination Sum to the Owners by the Total Loss Payment Date. Upon such receipt by the Owners of the Termination Sum, this Charter shall terminate (without prejudice to any provision of this Charter expressed to survive termination) but until such receipt, the Charterers shall remain liable to make all payments of Charterhire and all other amounts to the Owners under this Charter, notwithstanding that the Vessel has become a Total Loss.

41.12

Any Total Loss Proceeds unconditionally received by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable clause) shall be applied in accordance with Clause 65 – (General Application of Proceeds) and shall satisfy the obligation of the Charterers to pay the Termination Sum to the extent received by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable clause, but for the avoidance of doubt, Total Loss Proceeds shall at all times be applied in accordance with Clause 65 – (General Application of Proceeds)). The obligation of the Charterers to pay the Termination Sum shall remain unaffected and exist regardless of whether any of the insurers have agreed or refused to meet or has disputed in good faith, the claim for Total Loss.

41.13

If the Total Loss Proceeds unconditionally received by the Owners (or the Owners' Financiers in accordance with the terms of the relevant loss payable clause) are less than the Termination Sum, the Charterers shall pay such shortfall to the Owner on the Total Loss Payment Date.

41.14

The Owners shall have no obligation to supply to the Charterers with a replacement vessel following the occurrence of a Total Loss.

42.1

Without prejudice to any other rights of the Owners hereunder, the Charterers shall promptly pay to the Owners within three (3) Business Days of the Owners’ written demand on a full indemnity basis all costs, charges and expenses incurred by the Owners in collecting any Charterhire or the Advance Charterhire or other payments not paid on the due date under this Charter and in remedying any other failure of the Charterers to observe the terms and conditions of this Charter.

42.2

Each Party shall be responsible for their own costs and expenses to review and negotiate the term sheet relating to this Charter. All documented costs and expenses (including, but not limited to, third party legal costs) reasonably incurred by the Owners or Owners' legal counsel in the preparation, negotiation, finalisation and execution of all documentation in relation to this Charter or any other Leasing Document (including without limitation any registration or filing expenses, all documented costs incurred by the Owners and all third party legal costs, expenses and other disbursement incurred by the Owners' legal counsels in connection with the same) shall be for the account of the Charterers (regardless of whether the transaction contemplated by the Leasing Documents actually completes).

42.3

All documented costs and expenses reasonably incurred by the Owners in relation to the acquisition, registration of title of the Vessel in the Owners' name in the Flag State together with any and all fees (including but not limited to any vessel registration and tonnage fees and the Owners' initial and ongoing annual registration and maintenance costs if required to be registered as a foreign maritime entity or the appointment of resident agents under the laws of the Flag State) payable by the Owners to register, maintain and/or renew such registration shall be for the account of the Charterers (regardless of whether the Vessel is delivered under the MOA and this Charter). Without prejudice to the foregoing, if the Flag State requires the Owners to establish a physical presence or office in the jurisdiction of such Flag State, all fees, costs and expenses payable by the Owners to establish and maintain such physical presence or office shall be for the account of the Charterers. The Charterers shall promptly provide the Owners with evidence of payment of the annual register/tonnage tax amounts payable to the Flag State or any other aforesaid costs, expenses and/or taxes when the same fall due.

42.4

All documented costs and expenses reasonably incurred by the Owners (including but not limited to legal fees) in relation to the transfer of title of the Vessel from the Owners to the Charterers and the re-delivery of the Vessel by the Charterers to the Owners pursuant to Clause 41 – (Termination, Redelivery and Total Loss) shall be for the account of the Charterers.

42.5

If:

(a)	the Charterers request an amendment, waiver or consent (including an amendment or waiver which is required pursuant to 37.4 to address the fact that a Published Rate Replacement Event has occurred); or

(b)

the Charterers make a request to re-register the Vessel in another Flag State, the Charterers shall, on demand, reimburse the Owners for the amount of all documented costs and expenses (including third party legal fees) reasonably incurred by the Owners in responding to, evaluating, negotiating or complying with that request or requirement (including, for the avoidance of doubt, any amounts the Owners have to pay under the terms of the Financial Instruments).

42.6

The Charterers shall, on demand, pay to the Owners the amount of all documented costs and expenses (including third party legal fees) incurred by the Owners in connection with the enforcement of, or the preservation of any rights under, any Leasing Document, including, without limitation, any action brought by the Owners to arrest or recover possession of the Vessel, and with any proceedings instituted by or against the Owners as a consequence of it entering into a Leasing Document or enforcing those rights.

42.7	Notwithstanding anything to the contrary herein, the indemnities provided by the Charterers shall be provided in favour of the Owners and shall continue in full force and effect notwithstanding any breach of the terms of this Charter or termination of this Charter pursuant to the terms hereof.

43.1

No neglect, delay, act, omission or indulgence on the part of either party in enforcing the terms and conditions of this Charter or any other Leasing Document (to which they are party to) shall prejudice the strict rights of that party or be construed as a waiver thereof nor shall any single or partial exercise of any right of either party preclude any other or further exercise thereof.

43.2	No right or remedy conferred upon either party by this Charter or any other Leasing Document shall be exclusive of any other right or remedy provided for herein or by law and all such rights and remedies shall be cumulative.

44.1

Any notice, certificate, demand or other communication to be served, given made or sent under or in relation to this Charter shall be in English and in writing and (without prejudice to any other valid method or giving making or sending the same) shall be deemed sufficiently given or made or sent if sent by registered post or by email to the following respective address or email address:

44.2

Any such communication shall be deemed to have reached the party to whom it was addressed (a) when delivered (in case of a registered letter), or (b) when actually received in readable form (in case of an email). A notice or other such communication received on a non-working day or after 5.00 p.m. in the place of receipt shall be deemed to be served on the next following working day in such place.

45.1	The Charterers represent and warrant to the Owners as of the date hereof, and on each day during the Charter Period, as follows:

(a)

100% of the issued and outstanding shares in the Charterers are legally, wholly and directly owned and controlled by Guarantor B or (following the Disposal) the New Shareholder (as the case may be), and each Guarantor and (following the Disposal) the New Shareholder controlled by companies affiliated with the family of Mr. Evangelos Pistiolis;

(b)	each Relevant Person or, to the best of its knowledge, the Approved Sub-charterer is duly incorporated and validly existing under the laws of its jurisdiction of its incorporation;

(c)	each Relevant Person or the Approved Sub-charterer has the corporate capacity, and has taken all corporate actions and obtained all consents, approvals, authorisations, licenses or permits necessary for it:

(i)

to execute each of the Leasing Documents to which it is a party; and

(ii)

to comply with and perform its obligations under each of the Leasing Documents to which it is a party;

(d)	all the consents, approvals, authorisations, licenses or permits referred to in Clause 45.1(c) (Representations and Warranties) remain in force and nothing has occurred which makes any of them liable to revocation;

(e)

each of the Leasing Documents and the Assignable Sub-charter to which a Relevant Person or an Approved Sub-charterer is a party (as the case may be),  subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered to the Owners pursuant Clause 34.2(f), constitutes such Relevant Person's or an Approved Sub-charterer's legal, valid and binding obligations enforceable against such party in accordance with its respective terms and any relevant insolvency laws affecting creditors' rights generally;

(f)

the entry into and performance by each Relevant Person (and in the case of sub-paragraph (ii) below, an Approved Sub-charterer) of, and the transactions contemplated by, each Leasing Document to which it (and in the case of sub-paragraph (ii) below, an Approved Sub-charterer) is a party do not and will not conflict with:

(i)

any law or regulation applicable to it (including Anti-Money Laundering Laws, Business Ethics Laws, Sanctions or laws relating to anti-trust or collusion and laws relating to human rights violation);

(ii)

the constitutional documents of such Relevant Person; and

(iii)

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

(g)

there are no outstanding notices or demands from any governmental, quasi-governmental or public authority or instrumentality or any other person claiming authority in respect of the Vessel requiring any work or other action to be taken or the expenditure of any money to be taken in respect of the Vessel or any part thereof;

(h)

the Vessel is free of encumbrances and liens except for the Permitted Security Interests; no third party has any Security Interest, other than the Permitted Security Interests, or any other interest, right or claim over, in or in relation to the Vessel, this Charter or any moneys payable hereunder and/or any of the other Leasing Documents;

(i)	all payments which a Relevant Person is liable to make under any Leasing Document to which such Relevant Person is a party may be made by such party without deduction or withholding for or on account of any tax payable under the laws of its Relevant Jurisdiction;

(j)	no legal or administrative action involving a Relevant Person has been commenced or taken (including but not limited to actions involving any Environmental Claim);

(k)	each Relevant Person has paid all taxes applicable to, or imposed on or in relation to it, its business or if applicable, the Vessel, except for those being contested in good faith with adequate reserves;

(l)

it is not necessary under the laws of the Relevant Jurisdictions that this Charter or any other Leasing Document be registered, filed, recorded, notarized or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Leasing Documents to which it is a party or the transactions contemplated by those Leasing Documents; the choice of governing law as stated in each Leasing Document to which a Relevant Person is a party and the agreement by such party to refer disputes to the relevant courts or tribunals as stated in such Leasing Document are valid and binding against such Relevant Person;

(m)	no Relevant Person nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement);

(n)

the obligations of each Relevant Person under each Leasing Document to which it is a party, are the direct, general and unconditional obligations of such Relevant Person and rank at least pari passu with all other present and future unsecured and unsubordinated creditors of such Relevant Person save for any obligation which is mandatorily preferred by law and not by virtue of any contract;

(o)	subject to the Legal Reservations and the Perfection Requirements, each Leasing Document creates (or, once entered into, will create) the Security Interest which it is expressed to create with the ranking and priority it is expressed to have;

(p)	the Charterers and any other Relevant Person (i) are not US Tax Obligors and (ii) have not established a place of business in the United Kingdom or the United States of America;

(q)	no Relevant Person, Approved Manager, Sub-charterer and no member of the Group:

(i)

is a Prohibited Person;

(ii)

is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(iii)

owns or controls a Prohibited Person; or

(iv)

has a Prohibited Person serving as a director, officer or, to the best of its knowledge, employee;

(r)

none of the Relevant Persons or any of their respective directors, officers, and employees or, to the best of its knowledge, any Sub-charterer is in breach of applicable Sanctions laws, and none of them (i) has been or is currently being investigated on compliance with Sanctions, (ii) has received notice or is aware of any claim, action, suit or proceeding against any of them with respect to Sanctions and (iii) has taken any action to evade the application of Sanctions;

(s)	no Relevant Person is in breach of any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws and each Relevant Person has instituted and maintained systems, controls, policies and procedures designed to:

(i)

prevent and detect incidences of bribery and corruption, money laundering and terrorism financing; and

(ii)

promote and achieve compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and or Business Ethics Laws including, but not limited to, ensuring thorough and accurate books and records, and utilization of best efforts to ensure that Affiliates acting on behalf of a Relevant Person shall act in compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and Business Ethics Laws,

(t)	that in relation to any Assignable Sub-Charter:

(i)

each copy of that Assignable Sub-Charter provided to the Owners is a true and complete copy of such document and there have been no amendments, supplements or variations to the same;

(ii)

each of the Initial Sub-charterer or any other Approved Sub-Charterer has been made aware of the transactions contemplated under this Charter; and

(iii)

(in respect of any Assignable Sub-Charter (A) whose terms require the consent of the relevant Approved Sub-Charterer in order to effect an assignment thereof, (B) whose terms prohibits assignment and/or (C) where the applicable law requires the consent of the relevant Approved Sub-Charterer in order to effect an assignment thereof) the Initial Sub-charterer or any other Approved Sub-Charterer has consented or, as the case may be, shall consent to the assignment by the Charterers to the Owners of all their rights, interests and benefits in relation to the Initial Sub-charter or, as the case may be, the relevant Assignable Sub-Charter pursuant to the General Assignment (for the avoidance of doubt, the Charterers’ obligations under this sub-paragraph shall be deemed to be satisfied upon the Owners’ receipt of the relevant acknowledgements executed by the relevant Approved Sub-Charterer, which includes among other things the consent to the aforesaid assignment, pursuant to the terms of the General Assignment);

(u)

the Vessel is not employed, operated or managed in any manner which (i) is contrary to any Sanctions and in particular, the Vessel is not used by or to benefit any party which is a target of Sanctions or trade to any area or country where trading the Vessel to such area or country would constitute a breach of any Sanctions or published boycotts imposed by any of the United Nations, the European Union, the United States of America, the United Kingdom or the People's Republic of China (provided that operation or use of the Vessel by the Initial Sub-charterer pursuant to the Initial Sub-charter shall not in any case be deemed to be in breach or contrary to any published boycotts or sanctions imposed by the People's Republic of China) or (ii) would trigger the operation of any sanctions limitation or exclusion clause in any insurance documentation;

(v)	none of the Relevant Persons nor any of their assets, in each case, has any right to immunity from set off, legal proceedings, attachment prior to judgment or other attachment or execution of judgement on the grounds of sovereign immunity or otherwise;

(w)

none of the Relevant Persons is insolvent, bankrupt or in liquidation, bankruptcy or administration or subject to any other formal or informal insolvency or bankruptcy procedure (including, without limitation, those referred to under Clause 49.1(g) and for the avoidance of doubt including the presentation of a petition for commencing such procedures), and no receiver, administrative receiver, administrator, liquidator, trustee or analogous officer has been appointed in respect of the any Relevant Person or all or material part of their assets;

(x)	no Termination Event is continuing or might reasonably be expected to result from the entry into and performance of this Charter or any other Leasing Document;

(y)	any factual information provided by any Relevant Person (or on their behalf) to the Owners was true and accurate in all material respects as at the date it was provided or as at the date at which such information was stated;

(z)	none of the following events has occurred:

(i)

any default by the Charterers under the terms of the Initial Sub-charter;

(ii)

breach of any Sanctions by any Relevant Person; and

(iii)

upon and after the commencement of the Charter Period, any casualty or occurrence (including damage caused to the Vessel for any reason whatsoever which results, or may be expected to result, in repairs on the Vessel) which amounts to Major Casualty and which are not being dealt with in accordance with the Leasing Documents (including without limitation in accordance with Clause 38 – (Possession of Vessel) and the General Assignment);

(aa)	all Environmental Laws relating to the ownership, operation and management of the Vessel and the business of each Relevant Person (as now conducted and as reasonably anticipated to be conducted in the future) have been complied with;

(bb)	no Environmental Claim has been made against any Relevant Person or otherwise in connection with the Vessel which is either (i) in excess of US$5,000,000 or (ii) has or is reasonably likely to have a Material Adverse Effect; and

(cc)	no Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred which has or is reasonably likely to have a Material Adverse Effect.

46.1

The Charterers undertake that they shall comply or procure compliance with the following undertakings during the Charter Period (and to the extent that the Charterers are required to procure or ensure compliance with any undertaking under this Clause 46 – (Undertaking) by Guarantor A and/or any Other Charterer which is directly owned by Guarantor A, the Charterers are only required to use their best endeavours to procure or ensure such compliance):

(a)	the Charterers shall, on the Commencement Date, procure the delivery of the full legal and beneficial title (free of any Security Interests save for those created under a Leasing Document or Financial Instrument or any other Permitted Security Interests) in the Vessel to the Owners;

(b)	there shall be sent to the Owners:

(i)

as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the Charterers, the annual financial statement accounts of the Charterers for that financial year as referred to in Guarantor B's or following the Disposal, the New Shareholder’s audited consolidated annual financial statement accounts for that financial year to be delivered under paragraph (iii) or (v) below;

(ii)

as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the unaudited semi-annual accounts of the Charterers for that half-year (as referred to in Guarantor B's or following the Disposal, the New Shareholder’s audited consolidated financial statement accounts);

(iii)

as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of each Guarantor, the audited consolidated annual financial statement accounts of such Guarantor for that financial year; and

(iv)

as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the semi-annual consolidated unaudited accounts of each Guarantor for that half-year certified as to their correctness by at least one officer of such Guarantor;

(v)

following the Disposal, as soon as possible, but in no event later than one hundred and fifty (150) days after the end of each financial year of the New Shareholder, the audited consolidated annual financial statement accounts of the New Shareholder for that financial year; and

(vi)

following the Disposal, as soon as possible, but in no event later than ninety (90) days after the end of each half-year, the semi-annual consolidated unaudited accounts of the New Shareholder for that half-year certified as to their correctness by at least one officer of the New Shareholder; and if any of the statements above are not in the English language then they shall be accompanied by an English translation and each set of financial statements delivered pursuant to this paragraph (b) shall be prepared using the generally accepted accounting principles in the United States and shall be certified by a duly authorised officer of the relevant company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn;

(c)

they shall provide to the Owners, at the same time as they are despatched, copies of all notices and minutes relating to any of their extraordinary shareholders' meeting which are despatched to the Charterers' or Guarantor B's or following the Disposal, the New Shareholder’s respective shareholders or creditors or any class of them, unless same are publicly available;

(d)	they will provide the Owners promptly upon becoming aware of them, the details of:

(i)

any litigation, arbitration or administrative proceedings or investigations relating to any alleged or actual breach of any Sanctions or Anti-Money Laundering Laws which are current or pending against any Relevant Person, Approved Manager, Sub-charterer or other member of the Group;

(ii)

any litigation, arbitration or administrative proceedings or investigations relating to any other matters not referred to in paragraph (i) above (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) in relation to a Relevant Person; and

(iii)

any Termination Event or Potential Termination Event that has occurred (and the steps, if any, being taken to remedy it);

(e)

they will, promptly upon a request by the Owners, supply to the Owners a certificate signed by an officer on its behalf certifying that no Termination Event has occurred (or if a Termination Event has occurred, specifying the nature of the Termination Event (and the steps, if any, being taken to remedy it));

(f)

they shall, and shall procure that each other Relevant Person will, obtain and promptly renew or procure the obtainment or renewal of and provide copies of, from time to time, any necessary consents, approvals, authorisations, licenses or permits of any regulatory body or authority for the transactions contemplated under each Leasing Document to which it is a party (including without limitation to sell, charter and operate the Vessel);

(g)	they shall not, and shall procure that each other Relevant Person will not, create, assume or permit to exist any Security Interest (other than any Permitted Security Interest) of any kind upon any Leasing Document to which such Relevant Person is a party, and if applicable, the Vessel;

(h)	they shall at their own cost and shall procure that each other Relevant Person will:

(i)

do all that such Relevant Person reasonably can to ensure that any Leasing Document to which such Relevant Person is a party validly creates the obligations and the Security Interests which such Relevant Person purports to create; and

(ii)

without limiting the generality of paragraph (i), promptly register, file, record or enroll any Leasing Document to which such Relevant Person is a party with any court or authority in all Relevant Jurisdictions, pay any stamp duty, registration or similar tax in all Relevant Jurisdictions in respect of any Leasing Document to which such Relevant Person is a party, give any notice or take any other step which, is or has become necessary for any such Leasing Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which such Relevant Person creates;

(i)

they shall notify the Owners as soon as possible (but in any event no later than fifty nine (59) days prior to the expiry of the fixed period as per the Initial Sub-charter), together with any evidence requested by the Owners, whether the Initial Sub-charterer intends to and will (with irrevocable confirmation from the Initial Sub-charterer) extend the charter period of the Initial Sub-charter in accordance with the terms thereunder;

(j)	they shall, and shall procure that each other Relevant Person will (where applicable), notify the Owners as soon as they become aware of the occurrence of:

(i)

any default by either any Approved Sub-charterer or the Charterers of the terms of an Assignable Sub-charter;

(ii)

an event of default or termination event howsoever called under the terms of any Assignable Sub-charter entitling either the Charterers or any Approved Sub-charterer to terminate an Assignable Sub-charter;

(iii)

breach of any Sanctions; or

(iv)

any Potential Termination Event or a Termination Event, and will keep the Owners fully up-to-date with all developments and the Charterers shall, if so requested by the Owners, provide any such certificate signed by at least one officer, confirming that there exists no Termination Event;

(k)

they shall, and shall procure that each other Relevant Person will, on 30 June and 31 December of each calendar year and otherwise upon the Owners' and/or the Owners' Financiers (if any) request (acting reasonably) from time to time and as soon as practicable after receiving such request, provide the Owners with any additional financial or other information relating:

(i)

to the Vessel (including, but not limited to the management, employment, condition, class records, location and pooling arrangement of the Vessel) and, to their best knowledge having made due enquiry, to the Initial Sub-charterer;

(ii)

the terms and conditions of any Sub-charter together with any other information relating to such Sub-charter; and

(iii)

to any other matter (which include without limitation, to their best knowledge having made due enquiry, any other matters relating to the Initial Sub-charterer) which may be reasonably requested by the Owners (or the Owners' Financiers (if any)) at any time or which under the terms of the relevant Leasing Document may be sought from the person in possession of such information.

(l)

without prejudice to Clause 46.1(t), comply, or procure compliance, and shall procure that each other Relevant Person will comply or procure compliance, with all laws or regulations relating to the Vessel and its construction, ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code, all Environmental Laws and the laws of the Vessel's registry and shall procure that the Technical Manager and the Commercial Manager and the Vessel to be in the possession of proper trading certificates and other vessel related documents and to comply with other relevant laws and regulations;

(m)	the Vessel shall be maintained in the highest standard and classed with the Approved Classification Society and shall be free of all overdue conditions, recommendations, qualifications and conditions;

(n)

they shall not and shall ensure that each of the Other Charterers, the Guarantors and (following the Disposal), the New Shareholder shall not enter into any form of merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control:

(i)

in the case of the Charterers or any Other Charterer, other than any “Disposal” made under and in accordance with the terms of this Charter and/or the Other Charters; and

(ii)

in the case of any Guarantor, unless it remains as the surviving entity after such merger, sub-division, amalgamation, demerger, reorganization, corporate reconstruction or change of ownership, or change of voting control and clause 11.14 (Financial Covenant) of the relevant Guarantee is complied with;

(o)

they will comply, and will procure that each other Relevant Person, each other member of the Group or, will use best endeavours to procure that, any Sub-charterer will comply, with all Sanctions and all laws and regulations relating to such Relevant Person, the Vessel and its construction, ownership, employment, operation, management and registration, including the ISM Code, the ISPS Code (including the maintenance of an ISSC), all Environmental Laws, all Anti-Money Laundering Laws, Business Ethics Laws and the laws of the Vessel's registry, and in particular, they shall effect and maintain a sanctions compliance policy which, inter alia, implements the recommendations of the Sanctions Advisory, to ensure compliance with all such laws and regulations implemented from time to time, including, without limitation they will, and will procure that (in the case of any Sub-charterer, use best endeavours to procure that) each other Relevant Person, each other member of the Group and any Sub-charterer will:

(i)

conduct their activities in a manner consistent with US and UN sanctions, as applicable;

(ii)

have sufficient resources in place to ensure execution of and compliance with their own sanctions policies by their personnel, e.g., direct hires, contractors, and staff;

(iii)

ensure subsidiaries and affiliates comply with the relevant policies, as applicable;

(iv)

have relevant controls in place to monitor automatic identification system (AIS) transponders;

(v)

have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk;

(vi)

have controls to assess authenticity of bills of lading, as necessary; and

(vii)

have controls in place consistent with the Sanctions Advisory;

(p)	without limiting Clause 46.1(o), they will procure that:

(i)

the Vessel shall not be constructed, operated, employed, managed, used by or for the benefit of a Prohibited Person;

(ii)

the Vessel shall not be employed in trading with any Prohibited Person or in any manner contrary to Sanctions;

(iii)

notwithstanding any other provision of this paragraph (p), the Vessel shall not be permitted to call at any port in any Prohibited Country or any area or country where trading in such area or country would constitute or would be reasonably expected to constitute a breach of Sanctions;

(iv)

the Vessel shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances or in any manner which would result or would reasonably be expected to result in any Relevant Person or the Owners becoming a Prohibited Person; and

(v)

that each charterparty in respect of the Vessel (other than the Initial Sub-charter) shall contain, for the benefit of the Owners, language which gives effect to the provisions of Clause 46.1(p) as regards Sanctions and of this Clause and which permits refusal of employment or voyage orders if compliance would result in a breach of Sanctions and which prohibits trading to any Prohibited Country;

(q)	they shall ensure that the Market Value of the Vessel will be tested at any of the following instances:

(i)

in the absence of a Termination Event which is continuing, at least once every calendar year during the Charter Period (being, 31 December of each calendar year) and the Charterers shall procure a valuation report issued by the Approved Valuers to be delivered to the Owners (for the avoidance of doubt, such valuation report should be dated not earlier than fifteen (15) calendar days before the applicable testing date (or on such other date as the Owners and the Charterers may agree));

(ii)

if, in the opinion of the Owners, any volatile market fluctuations occur that may affect the value of the Vessel or vessels of the similar type of the Vessel, at any time at the request of the Owners, but in any case no more than once per calendar year-in addition to any report obtained pursuant to sub-paragraph (i) above;

(iii)

at any time at the request of the Owners (acting reasonably) if the Owners have determined that the then applicable Outstanding Capital Balance is likely to exceed eighty five (85%) per cent of the Market Value of the Vessel; and

(iv)

upon the occurrence of a Termination Event which is continuing, at any time at the request of the Owners, and in each case above, the Charterers shall bear the fees and expenses of the Approved Valuers arising in connection with conducting any such valuations or reimburse the same to the Owners (as the case may be).

(r)	they shall notify the Owners immediately of:

(i)

as soon as they become aware, any Environmental Claim made against the Charterers or any Sub-charterer in connection with the Vessel or any Environmental Incident;

(ii)

arrest or detention of the Vessel;

(iii)

any exercise or purported exercise of any lien on that Vessel or its Earnings or any requisition of that Vessel for hire;

(iv)

any damage caused to or alteration of the Vessel for any reason whatsoever which results, or may be expected to result, in repairs on the Vessel which exceed $5,000,000; or

(v)

any casualty or occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become, a Major Casualty;

(s)

subject to the terms of this Charter, the Charterers may freely sub-charter the Vessel (other than on a bareboat charter basis, irrespective of duration) save that the Owners' prior written consent shall be required to any Assignable Sub-charter (such consent not to be unreasonably withheld or delayed) and the Charterers shall assign all their rights and interests under such Assignable Sub-charter and procure (on a best efforts basis) the Sub-charterer of such Assignable Sub-charter to give a written acknowledgment of such assignment and provide such documents as the Owners may reasonably require regarding the due execution of such Assignable Sub-charter;

(t)

they shall, and shall procure that each other Relevant Person will, comply with all applicable laws and regulations in respect of Sanctions, and in particular, the Charterers shall effect and maintain a sanctions compliance policy to ensure compliance with all such laws and regulations implemented from time to time;

(u)	they shall, and shall procure that each other Relevant Person and their respective officers, directors and employees, will:

(i)

conduct its business in compliance with all Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;

(ii)

maintain systems, controls, policies and procedures designed to promote and achieve ongoing compliance with Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;

(iii)

in respect of the Charterers, not use, or permit or authorize any person to directly or indirectly use, the Financing Amount for any purpose that would breach any Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws;

(iv)

not lend, invest, contribute or otherwise make available the Financing Amount to or for any other person in a manner which would result in a violation of Anti-Money Laundering Laws, Anti-Terrorism Financing Laws and/or Business Ethics Laws.

(v)

they shall, and shall procure that that each other Relevant Person will, promptly notify the Owners and provide all information in relation to its business and operations which may be relevant for the purposes of ascertaining whether they are in compliance with all applicable laws and regulations relating to Sanctions, and in particular, the Charterers shall notify the Owners in writing immediately upon being aware that any of the Charterers' shareholders, directors, officers or employees is a Prohibited Person or has otherwise become a target of Sanctions;

(w)	they shall not appoint or permit to be appointed any manager of the Vessel save for an Approved Manager on terms acceptable to the Owners and such Approved Manager has (prior to accepting its appointment entered into a Manager's Undertaking);

(x)	if at any time;

(i)

the shares of any Guarantor and/or (following the Disposal) the New Shareholder cease to trade on The New York Stock Exchange or the NASDAQ or Over the Counter (OTC), the Charterers shall promptly, and in any event within thirty (30) days upon receiving written request from the Owners, provide, or ensure that a third party has provided, additional security acceptable to the Owners and documented in such terms as the Owners may require; or

(ii)

pursuant to Clause 46.1(q), it is determined that the then applicable Outstanding Capital Balance exceeds eighty five (85%) per cent of the Market Value of the Vessel (the "LTV Breach" and the said difference between the applicable Outstanding Capital Balance and eighty five (85%) per cent of the Market Value of the Vessel shall be referred to as the "shortfall"), the Charterers shall, promptly and in any event no later than the date falling thirty (30) days from the date on which the Owners receive the valuation report(s) pursuant to Clause 46.1(q), at the Owners' discretion, either:

(1)

make payment in an amount such as to eliminate the shortfall which payment shall be deemed to be an advance payment of hire and credited against future instalment(s) of Fixed Charterhire (or part thereof) such that the amount of Fixed Charterhire for each Payment Date falling after that prepayment will be reduced pro rata by the amount paid; and/or

(2)

provide, or ensure that a third party has provided, additional Security Interests which, has a Market Value (in the case of a Security Interests over a vessel) or otherwise in the opinion of the Owners (in the case of Security Interests over any other asset) has a net realisable value at least equal to the shortfall and is acceptable to the Owners, and which is documented in such terms as the Owners may require.

(y)

save with the prior written consent of the Owners (such consent not to be unreasonably withheld or delayed), they shall not, and shall procure that no other Relevant Person shall, agree or enter into any transaction, arrangement, document or do or omit to do anything which will have the effect of varying, amending, supplementing or waiving any term of the Initial Sub-charter or any other Assignable Sub-Charter;

(z)	they shall ensure that:

(i)

all Earnings and any other amounts received by them in connection with the Vessel are paid into the Operating Account ;

(ii)

all of their operating expenses in connection with the Vessel are paid from the Operating Account or via the monthly budget from the manager's bank account which shall be credited from the Operating Account ; and

(iii)

the credit balance in the Operating Account shall not at any time as from the Commencement Date, be less than $400,000;

(i)

they shall not:

(1)

purchase, cancel or redeem any of its issued shares;

(2)

increase or reduce the number of shares that it is authorized to issue or change the par value of such shares or create any new class of shares;

(3)

issues any further shares; and

(ii)

they shall not, and shall procure that each Guarantor and (following the Disposal) the New Shareholder shall not, make or pay any dividend or other distribution (in cash or in kind) in respect of its issued shares to any shareholder (including the holders of preference shares (if any)) following the occurrence of a Termination Event (other than a Termination Event which has been waived by the Owners or remedied to the satisfaction of the Owners (acting reasonably));

(bb)	the Vessel shall be registered under the Flag State at all times;

(cc)	they shall ensure that the Vessels to be maintained with all spare parts on board and on order and with all stores on board together with all records, logs, plans, operating manuals and drawings in relation to the Vessel or the Vessel's operations and/or maintenance;

(dd)

they shall, upon the request of the Owners and at the cost of the Charterers, on or before 31st July in each calendar year, supply or procure the supply to the Owners all information necessary in order for the Owners to comply with their or any Owners' Financiers' 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 relating to the Vessel for the preceding calendar year and, for the avoidance of doubt, such information shall be "Confidential Information" for the purposes of Clause 57 – (Confidentiality) but the Charterers acknowledge that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the Owners' and/or Owners' Financiers' portfolio climate alignment;

(ee)	they will procure that:

(i)

no Disposal shall take place unless fifteen (15) Business Days prior written notification has been given to the Owners;

(ii)

without prejudice to paragraph (i) above, on the completion of a Disposal, the relevant Disposal Conditions are, or will be satisfied;

(iii)

upon the completion of the Disposal, the Security Interest created under the New Shares Security shall be fully perfected in accordance with the terms of the New Shares Security;

(iv)

there shall be made and/or deemed to be made any further amendments necessary consequential to the effect of the Disposal to the Leasing Documents, or otherwise reasonably required by the Owners the "Disposal Amendments").

(ff)

they:

(i)

shall or shall procure that any other organisation or person whom the Charterers have contractually agreed to take over all duties and responsibilities imposed by the ISM Code (including each Approved Manager or any Sub-charterer) will:

(1)

surrender any Emission Allowances in respect of the Vessel under any applicable Emission Scheme; and

(2)

promptly upon the Owners’ request, provide and submit such signed mandate letter in the form required by the Owners and the relevant authority and provide any other information and documents as required by the Owners and/or the relevant authority in relation to any applicable Emission Scheme;

(ii)

shall fulfil all obligations (including without limitation, paying all documented costs, expenses, liabilities and losses, legal and accounting fees and disbursements, penalties and interest) which may be imposed on the Owners as registered owner of the Vessel by the MARPOL Carbon Intensity Regulations; and

(iii)

shall promptly pay all documented amounts of any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with EU ETS and Fuel EU Maritime, or any consequences resulting from or in connection with non-compliance with EU ETS and Fuel EU Maritime;

(gg)	without prejudice to the foregoing paragraph (ff) in relation to EU ETS:

(i)

if the Vessel sails into any European Union ports, the Charterers shall register the Vessel as part of a "Shipping Company" as required under EU ETS and shall comply in all respects with EU ETS and Fuel EU Maritime as it applies to them;

(ii)

if required by the Owners, the Charterers shall provide a letter in a format to be acceptable to the Owners confirming that they have assumed responsibility for the operation of the Vessel and have indemnified the Owners of all liabilities under EU ETS and Fuel EU Maritime (the "ETS and Fuel EU Maritime Letter");

(iii)

the Charterers shall submit the ETS and Fuel EU Maritime Letter to the relevant administering authority upon registration of the Vessel pursuant to EU ETS and shall promptly provide the Owners (which shall be no later than fourteen (14) days of the Owners’ demand) with evidence of such submission and registration; and

(iv)

if required by the Owners, the Charterers shall enter and shall exercise its best efforts to procure that any other organisation or person whom the Charterers have contractually agreed to take over all duties and responsibilities imposed by the ISM Code (including the Approved Manager or any Sub-charterer) enters an agreement with the Owners setting out how the parties will co-operate to exchange, review and analyse all relevant data and information relating to the ETS and Fuel EU Maritime as required to enable the parties to ensure compliance with the EU ETS and Fuel EU Maritime in accordance with the parties' obligations under Clauses 46.1(ff), (gg) and (hh) (the "ETS and Fuel EU Maritime Agreement"); and

(hh)	they shall (and they shall procure that each of the Approved Manager and the Sub- charterer shall):

(i)

co-operate and exchange all relevant data and information with each other in a timely manner to:

(1)

facilitate compliance by the Charterers and any other Emission Scheme Participant with any applicable Emission Scheme; and

(2)

enable the Charterers and any other Emission Scheme Participant to calculate the amount of Emission Allowances in respect of the Vessel which are required to be surrendered to the relevant Emission Scheme Authority for that Emission Scheme during the Charter Period,

(ii)

promptly supply to the relevant Emission Scheme Authority relating to any applicable Emission Scheme with all relevant documents (including without limitation, any relevant mandating documents required in connection with surrendering the relevant Emission Allowances to the relevant Emission Scheme Authority relating to the relevant Emission Scheme) required to be provided to such Emission Scheme Authority relating to such Emission Scheme, and to do all such things necessary or advisable to ensure that the Owners, the Charterers, each Emission Scheme Participant and the Vessel will be in compliance with all Environmental Laws.

46.2	Russian oil price cap

(a)	The Charterers undertake that they will, at all times comply, and require compliance by:

(i)

all Sub-charterers of the Vessel;

(ii)

all parties (each a "Counterparty") with whom the Charterers or a sub-charterer enters into a contract of carriage in respect of the Vessel, with the Russian Oil Price Cap Measures.

(b)

Without prejudice to the generality of paragraph (a) above, the Charterers undertake that they will prior to the Vessel first commencing lifting or loading of Russian Oil Products (including any ship-to-ship or similar transfer) or the effective date of a contract between the Charterers and an applicable Counterparty (whichever is earlier) and, throughout the duration of each contract, prior to any lifting or loading of Russian Oil Products (including any ship-to-ship or similar transfer) obtain:

(i)

price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or

(ii)

a signed attestation from its applicable Counterparty that the Russian Oil Products were purchased at or below the applicable price cap; or

(iii)

documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.

(c)

In addition to the generality of the undertaking at paragraph (a) above, the Charterers shall promptly, and in any event no later than 30 days after the Vessel commencing any lifting or loading of Russian Oil Products (including any ship-to-ship or similar transfer) provide to the Owners such of the following as the Owners shall specify:

(i)

price information demonstrating that the Russian Oil Products were purchased at or below the applicable price cap; or

(ii)

an attestation signed by an authorised signatory in the form set forth in Schedule 4 confirming that the Charterers have complied in all respects with the Russian Oil Price Cap Measures; or

(iii)

documentary evidence that the purchase of the Russian Oil Products was pursuant to a licence or an exception granted by the relevant authority in each applicable jurisdiction.

(d)

Without prejudice to the generality of paragraph (a) above, the Charterers undertake to the Owners that they will ensure, exercising best commercial endeavours, that any sub-charter or other contract of carriage in respect of the Vessel will include for the benefit of the Charterers provisions requiring the sub-charterer or person to whom the Charterers have sub-let the Vessel or with whom it has entered into a contract of carriage to comply with the Russian Oil Price Cap Measures and to provide such information and documentation at such times as is necessary for the Charterers to comply with this Clause 46.2 (Russian oil price cap).

(e)	The Charterers undertake that they will:

(i)

provide the Owners with such information, and at such times, as they may reasonably require for the purposes of the Owners satisfying any record keeping obligations applicable to them or an Affiliate under the Russian Oil Price Cap Measures;

(ii)

promptly upon request and within 30 days of any request provide the Owners with such other information in relation to compliance with the Russian Oil Price Cap Measures as the Owners may from time to time reasonably request including without limitation any information relating to ancillary costs as may be specified from time to time pursuant to the Russian Oil Price Cap Measures; and

(iii)

comply with such further or additional requirements as the Owners may from time to time require in writing, acting reasonably, in response to changes to any of the Russian Oil Price Cap Measures, or the introduction of similar measures relating to Russian Oil Products, or changes to any guidance, application, interpretation or market practice in respect of the Russian Oil Price Cap Measures.

(f)

The Charterers shall undertake appropriate due diligence on their counterparties to satisfy themselves, based on the information available, of the reliability and accuracy of any information provided by such counterparties for the purposes of or relating to satisfying the requirements of paragraph (b) above.

(g)

The Charterers agree that the Owners may forward all attestations and other documents which the Charterers may from time to time deliver to the Owners pursuant to paragraphs (c) and (e) above to any applicable regulators or to any other party to which the Owners may be required to forward or disclose such attestations or other documents in accordance with the Russian Oil Price Cap Measures.

47.1	Without prejudice to Clause 47.2 (Inspection of Vessel) below, the Owners shall, after giving notice to the Charterers, be entitled to inspect or survey the Vessel or instruct a surveyor to carry out such survey on their behalf:

(a)	to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained;

(b)	in dry-dock if the Charterers have not dry-docked the Vessel in accordance with Clause 10(g) (Periodical Dry-Docking); and

(c)	for any other reason they consider necessary, provided it does not unduly interfere with the operation of the Vessel.

47.2

The Owners shall be entitled to exercise its rights of inspection or survey as described under Clause 47.1 once a year at the cost of the Charterers and at any other time at the cost of the Owners (and, except where inspection or survey is carried out pursuant to the following (a) or (b), without interference to the operation of the Vessel), save that (a) upon the occurrence of a Termination Event or the occurrence of any major insurance claims which exceeds the Major Casualty amount in respect of the Vessel, the Owners shall have the right to inspect or survey the Vessel or instruct a duly authorized surveyor to carry out such survey on their behalf at any time (and for the avoidance of doubt, more than once a year) without prior notice to, and at the cost of, the Charterers; and (b) the Owners shall have the right to inspect or survey the Vessel or instruct a duly authorized surveyor to carry out such survey on their behalf at any time prior to the Commencement Date. The Charterers shall procure that the Owners can fully exercise such rights of inspection and survey.

47.3	The Charterers shall also permit the Owners to inspect the Vessel's log books whenever requested and shall whenever required by the Owners furnish them with full information regarding any casualties or other accidents or damage to the Vessel.

47.4	Except as otherwise provided under Clause 47.2, the documented costs and fees for any inspection and survey permitted under this Clause shall be paid by the Charterers.

47.5	All time used in respect of inspection, survey or repairs pursuant to this Clause shall be for the Charterers' account and form part of the Charter Period.

48.1

Upon providing the Owners not less than ninety (90) days' (or such shorter period as the Owners may agree) prior written notice, the Charterers shall have the option to make a prepayment to the Owners on the next occurring Payment Date in an amount of a minimum of one million dollars (US$1,000,000) or higher integral multiples thereof provided that,

(a)	the Charterers may only exercise such option once per year after the date falling twelve (12) months from the Commencement Date;

(b)	any such prepayment shall be made together with a prepayment fee in the amount of:

(i)

if the option of such partial prepayment is exercised after the date falling twelve (12) months from the Commencement Date but on or before the date falling twenty four (24) months after the Commencement Date, one point five per cent (1.5%) of the amount prepaid;

(ii)

if the option of such partial prepayment is exercised after the date falling twenty four (24) months from the Commencement Date but on or before the date falling thirty six (36) months from the Commencement Date, one per cent (1.00%) of the amount prepaid; or

(iii)

if the option of such partial prepayment is exercised after the date falling thirty six (36) months from the Commencement Date, zero per cent (0%);

(c)	the aggregate amount of any such prepayment shall not exceed $5,000,000 in total throughout the Charter Period; and

(d)	any such prepayment shall be deemed to be an advance payment of hire and credited against future instalment(s) of Fixed Charterhire (or part thereof) such that the amount of Fixed Charterhire for each Payment Date falling after that prepayment will be reduced pro rata by the amount paid.

49.1	The Owners and the Charterers hereby agree that any of the following events shall constitute a Termination Event:

(a)

any Relevant Person fails to make any payment on the due date or on demand in accordance with the terms of any Leasing Document to which it is a party, unless such non-payment is caused by administrative or technical error and the relevant payment is made within three (3) Business Days (in the case of payment of Charterhire) or five (5) Business Days (in the case of any other payment, other than Charterhire) of the relevant due date;

(b)

the Charterers breach or omit to observe or perform any of their undertakings in Clause 46.1 (a), (f), (g), (j)(iii), (l), (o), (p), (t), (u), (v), (x) or (z)(iii) or any Guarantor breaches or omits to observe or perform any of its undertakings or the financial covenants contained under clause 11.14 (Financial covenants) of the relevant Guarantee or (following the Disposal) the New Shareholder breaches or omits to observe or perform any of its undertakings or the financial covenants contained under the New Guarantee;

(c)	the Charterers fail to obtain and/or maintain the Insurances required under Clause 39 – (Insurance) in accordance with the provisions thereof (or any insurer in respect of such Insurances cancels the Insurances or disclaims liability with respect thereto);

(d)

any Relevant Person commits any other breach of, or omits to observe or perform, any of their other obligations or undertakings in this Charter or any Leasing Document (other than a breach referred to in paragraphs (a), (b) and (c) above) unless such breach or omission is in the opinion of the Owners, remediable and the Relevant Person remedies (or cause to remedy) such breach or omission to the satisfaction of the Owners within fifteen (15) Business Days of the occurrence of such breach or omission;

(e)	any representation or warranty made by any Relevant Person in or pursuant to any Leasing Document to which it is a party proves to be untrue or misleading when it is made;

(f)	any of the following occurs in relation to any Financial Indebtedness of any of the Charterer, the Guarantors and (following the Disposal) the New Shareholder:

(i)

any Financial Indebtedness of such entity is not paid when due or, if so payable, on demand after any applicable grace period has expired;

(ii)

any Financial Indebtedness of such entity 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 and not as a consequence of the exercise of any voluntary right of prepayment;

(iii)

a lease, hire purchase agreement or charter creating any Financial Indebtedness of such entity is terminated by the lessor or owner as a consequence of any termination event or event of default (howsoever defined); 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 to any Financial Indebtedness of such entity ceases to be available or becomes capable of being terminated or declared due and payable or cash cover is required or becomes capable of being required, as a result of any termination event or event of default (howsoever defined); provided that no Termination Event will occur under this paragraph (f) in respect of (A) the any Guarantor if the aggregate amount of Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$10,000,000 (or its equivalent in any other currency or currencies) or (B) the Charterer if the aggregate amount of Financial Indebtedness falling within sub-paragraphs (i) to (iv) above is less than US$2,000,000 (or its equivalent in any other currency or currencies);

(g)	any of the following occurs in relation to any of the Charterer, the Guarantors and (following the Disposal) the New Shareholder:

(i)

such entity becomes, in the opinion of the Owners, unable to pay their debts as they fall due;

(ii)

in respect of such entity, the value of its assets is less than its liabilities (taking into account contingent liabilities);

(iii)

any administrative or other receiver is appointed over all or a substantial part of the assets of such entity unless as part of a solvent reorganisation which has been approved by the Owners;

(iv)

such entity makes any formal declaration of bankruptcy or any formal statement to the effect that they are insolvent or likely to become insolvent, or a winding up or administration order is made in relation to such entity, or the members or directors of such entity pass a resolution to the effect that they should be wound up, placed in administration or cease to carry on business;

(v)

a petition is presented in any Relevant Jurisdiction for the winding up or administration, or the appointment of a provisional liquidator, of such entity;

(vi)

such entity petitions a court, or presents any proposal for, any form of judicial or non-judicial suspension or deferral of payments, reorganisation of their debt (or certain of their debt) or arrangement with all or a substantial proportion (by number or value) of their creditors or of any class of them or with a minority proportion (by number or value) of their creditors or of any class of them which would reasonably likely to have a Material Adverse Effect or any such suspension or deferral of payments, reorganisation or arrangement is effected by court order, contract or otherwise;

(vii)

any meeting of the members or board of directors of such entity is summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraph (iii), (iv), (v) or (vi);

(viii)

in any jurisdiction, any event occurs or any procedure is commenced which, in the opinion of the Owners, is similar to any of the foregoing referred to in (ii) to and including (vii) above; or

(ix)

any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction which affects any asset or assets of such entity which is not discharged within fourteen (14) days;

(h)	the Charterer or any Guarantor or (following the Disposal) the New Shareholder suspends or ceases or threatens to suspend or cease carrying on its business;

(i)

any consent, approval, authorisation, license or permit necessary to enable the Charterers to operate or charter the Vessel or any Relevant Person to comply with any provision of Leasing Document (as the case may be) and/or to ensure that the obligations of any Relevant Person under any Leasing Document are legal, valid, binding or enforceable (I) is not granted, (II) expires without being renewed, (III) is revoked or becomes liable to revocation or (IV) any condition of such a consent, approval, authorisation, license or permit is not fulfilled;

(j)	any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect;

(k)	this Charter or any Leasing Document or any Security Interest created by a Leasing Document:

(i)

is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason or no longer constitutes valid, binding and enforceable obligations of any party to that document for any reason whatsoever; or

(ii)

is amended or varied without the prior written consent of the Owners;

(l)	the Charterer, any Guarantor, the Approved Manager or (following the Disposal) the New Shareholder rescinds or purports to rescind or repudiates or purports to repudiate a Leasing Document;

(m)	the Security Interest constituted by any Leasing Document is in any way imperiled or in jeopardy;

(n)	any Termination Event (as defined in the Existing Charter A) occurs under the Existing Charter A;

(o)	any Termination Event (howsoever described in the Existing BBC) occurs under the Existing BBC;

(p)

any Termination Event (as defined in each Other Charter) occurs under such Other Charter (for the avoidance of doubt, in relation to each Other Charter, this shall exclude any cancellation or termination of the MOA (as defined in such Other Charter) and/or such Other Charter pursuant to clause 51A of such Other Charter);

(q)	if any Relevant Person:

(i)

is or becomes a Prohibited Person;

(ii)

is owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;

(iii)

owns or controls a Prohibited Person;

(iv)

has a Prohibited Person serving as a director, officer or employee;;

(r)	save as expressly permitted under this Charter there is a merger, amalgamation, demerger or corporate reconstruction of any of the Charterers, the Other Charterers, the Guarantors and (following the Disposal) the New Shareholder, without the Owners' prior written consent;

(i)

the shares of any Guarantor and/or (following the Disposal) the New Shareholder cease to trade on The New York Stock Exchange or the NASDAQ or Over the Counter (OTC), unless the Charterers comply with their obligations under Clause 46.1(x); or

(ii)

any Guarantor and/or (following the Disposal) the New Shareholder cease being an entity reporting with the U.S. Securities and Exchange Commission;

(t)

there is a change in control of ownership or control of the Charterers or there is a change of voting control in the case of any Guarantor and/or (following the Disposal) the New Shareholder as set out in Clause 45 – (Representations and Warranties) unless prior written consent from the Owners has been obtained prior to such change;

(u)	there is any occurrence of any litigation, arbitration or administrative proceedings or investigations involving a Relevant Person which has been commenced or taken and has been adversely determined and which has or is reasonably likely to have a Material Adverse Effect; or

(v)

any lease, hire purchase agreement, charter or any other financing arrangement in respect of any Associated Vessel (other than the Vessel and the Other Vessels) is terminated, cancelled or repudiated by the relevant lessor or owner or financier as a consequence of any termination event or event of default (howsoever defined therein).

49.2

Notwithstanding and without prejudice to Clause 33 – (Cancellation), upon the occurrence of any Termination Event which is continuing, the Owners may issue a written notice to the Charterers terminating this leasing of the Vessel under this Charter and demanding payment of the Termination Sum (the "Termination Notice"), whereupon the Charterers shall be obliged to pay the Termination Sum to the Owners on the date specified by the Owners in their sole discretion in the Termination Notice (the "Termination Date").

49.3

For the avoidance of doubt, notwithstanding any action taken by the Owners following a Termination Event, the Charterers shall remain liable for the outstanding obligations on their part to be performed under this Charter including but not limited to all insurance, operational and maintenance covenants until such time as the Vessel is redelivered to the Owners in accordance with Clause 41.5, or the title is transferred to the Charterers in accordance with Clause 41.3, the Vessel is sold in accordance with 41.9 or the Owners exercise the option set out in Clause 41.10.

49.4

Without limiting the generality of the foregoing or any other rights of the Owners (but without prejudicing the rights of the Charterers pursuant to Clause 41.9), upon the occurrence of a Termination Event which is continuing, the Charterers agree and acknowledge that the Owners shall have the sole and exclusive right and power to (i) settle, compromise, compound, adjust or defend any action, suit or proceeding relating to or pertaining to the Vessel, (ii) make proof of loss, appear in and prosecute any action arising from any policy or policies of insurance maintained pursuant to this Charter, and settle, adjust or compromise any claims for loss, damage or destruction under, or take any other action in respect of, any such policy or policies and/or change or appoint a new manager for the Vessel and the appointment of any originally appointed manager may be terminated immediately without any recourse to the Owners.

49.5

Each Termination Event which is continuing shall either be a breach of condition by the Charterers where it involves a breach of this Charter or any of the other Leasing Document by the Charterers or shall otherwise be an agreed terminating event, the occurrence of which gives rise to a right of the Owners to terminate the leasing of the Vessel under this Charter and to exercise its rights under this clause, provided that, in case of a breach of contract claim, the claim amount of the Owners should not exceed the applicable Termination Sum as at the relevant time.

50.1

If it becomes unlawful in any applicable jurisdiction for the Owners to perform any of their obligations as contemplated by this Charter or the MOA to perform their obligations under the Financial Instruments, the Owners shall notify the Charterers of this event and the Charterers shall be required to pay the Mandatory Sale Price to the Owners within sixty (60) days following such written notice by the Owners or, if earlier, the date specified by the Owners in the notice delivered to the Charterers (being no earlier than the last day of any applicable grace period permitted by law), and this Charter shall terminate in accordance with the procedures set out in Clause 50.4.

50.2	If it is or has become:

(a)	unlawful or prohibited, whether as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or

(b)

contrary to, or inconsistent with, any regulation, for any Relevant Person to maintain or give effect to any of its obligations under this Charter or any of the other Leasing Documents to which it is a party in the manner it is contemplated under such Leasing Document or any of the obligations of such Relevant Person under any Leasing Document to which it is a party are not or cease to be legal, valid, binding and enforceable, the Charterers shall be required to pay the Mandatory Sale Price to the Owners within sixty (60) days following such occurrence or, if earlier, a date specified by the Owners (being no earlier than the last day of any applicable grace period permitted by law), and this Charter shall terminate in accordance with the procedures set out in Clause 50.4.

50.3

If there is a breach of 46.1(j)(iii), 46.1(t), 46.1(u) or 46.1(v) in any such case on the basis that reference to "the People's Republic of China" applies to the definition of "Prohibited Person" or paragraph (e) of the definition of "Sanctions Authority" applies to the definition of "Sanctions Authority", the Charterers shall be required to pay the Mandatory Sale Price to the Owners within sixty (60) days following such occurrence or, if earlier, a date specified by the Owners (being no earlier than the last day of any applicable grace period permitted by law or the relevant official institution, agency or the government of the People's Republic of China) and this Charter shall terminate in accordance with the procedures set out in Clause 50.4.

50.4

If the Mandatory Sale Price becomes payable in accordance with Clause 36.13 or Clause 37.3 or Clause 50.1 or Clause 50.2 or Clause 50.3 or Clause 55.5, the same shall (in each such case) be payable in consideration of the purchase and transfer of the legal and beneficial title of the Vessel pursuant to Clause 53 – (Sale of the Vessel). The day on which the Mandatory Sale Price is paid pursuant to Clause 36.13 or Clause 37.3 or Clause 50.1, Clause 50.2 or Clause 50.3 or Clause 55.5 is a "Mandatory Sale Date" and such transfer of Vessel provided therein is a "Mandatory Sale".

51.1

The Charterers shall have the right (the "Voluntary Early Termination"), after the date falling twelve (12) months from the Commencement Date, to purchase the Vessel on any date specified in the Voluntary Early Termination Notice (as hereinafter defined) at the applicable Voluntary Early Termination Price, subject to the other terms of this Clause 51 –  (Voluntary Early Termination).

51.2	The Voluntary Early Termination shall be exercisable only:

(a)	upon the Charterers providing not less than ninety (90) days' prior written notice (the "Voluntary Early Termination Notice") to purchase the Vessel;

(b)	after the date falling twelve (12) months from the Commencement Date (unless otherwise agreed by the Owners) (the "Voluntary Early Termination Date"); and

(c)	in the absence of the occurrence of a Termination Event which is continuing on or prior to either the date of the Voluntary Early Termination Notice or the Voluntary Early Termination Date.

51.3

The Voluntary Early Termination Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, will be irrevocable and the Charterers shall be bound to pay to the Owners the Voluntary Early Termination Price on the Voluntary Early Termination Date.

51.4	The sale of the Vessel pursuant to the Charterers' exercise of the Voluntary Early Termination shall be conducted in accordance with Clause 53 – (Sale of the Vessel).

51A.1

If, prior to the occurrence of the date falling twelve (12) months from the Commencement Date, in relation to any port call of the Vessel in the US (a "US Port Call"):

(a)

the Charterers and/or any Approved Sub-charterer determine that such call would result in additional port fees, dues, imposts, levies or any other additional fees or expenses (the "Additional Port Call Fees") (for the avoidance of doubt, as between the Owners and Charterers (the "Parties") any such Additional Port Call Fees shall be borne by the Charterers); and

(b)	in the reasonable opinion of the Charterers, such Additional Port Call Fees;

(i)

would be incurred by the Charterers and/or the Approved Sub-charterer (as the case may be) exclusively due to the beneficial or legal ownership of the Owners;

(ii)

arise as a result of the Section 301 (of the U.S. Trade Act of 1974) Investigations on China’s Targeting of the Maritime, Logistics and Shipbuilding Sectors for Dominance, or any governmental policy or directive targeting Chinese maritime or financial interests; and

(iii)

would have direct and adverse effect to the business or operations of the Charterers (for the purposes of this sub-paragraph (iii), a direct and adverse effect shall be deemed to exist if:

(x)

in relation to the Initial Sub-charter, the Initial Sub-charterer has informed the Charterers of its intention to terminate the Initial Sub-charter as a result of the Additional Port Call Fees; or

(y)

in relation to any other Assignable Sub-charter, the relevant Approved Sub-charterer has informed the Charterers of its intention to terminate such other Assignable Sub-charter pursuant to certain provisions thereunder which are equivalent or similar to this Clause 51A (USTR Termination Event)); or

(z)

the Additional Port Call Fees would substantially increase the port fees, dues, imposts, levies or any other fees or expenses that would need to be paid for the specific US Port Call had the Additional Port Call Fees not been imposed), the Charterers shall notify the Owners accordingly and provide the Owners with all documentary evidence relating to it as reasonably requested by the Owners (which shall include, among other things, any applicable termination notice from the relevant Approved Sub-charterer, US governmental directive, ports demand, expert opinion or finance report), following which, the Parties shall, for a period of up to sixty (60) (or such shorter period as agreed by the Parties) days (the “USTR Remedy Period”), take all reasonable steps to mitigate any such circumstances or events provided that:

(A)

this Clause 51A (USTR Termination Event) does not constitute a waiver of the obligations of any Relevant Person under any Leasing Documents;

(B)

the Parties shall fully co-operate with each other (in the case of the Charterers, they shall procure on a best effort basis that the Approved Sub-charterer will also fully co-operate with the Parties), to effect any mitigation measures that has been agreed between the Parties, and the Charterers shall be responsible for all pre-agreed documented costs and expenses reasonably incurred by the Owners in connection with such mitigation measures;

(C)

if at the end of the first 15 days of the USTR Remedy Period, (1) no preliminary mitigation measures have been agreed upon between the Parties or (2) either Party reasonably determines that no mitigation measures could be agreed upon and implemented by the Parties before the end of the USTR remedy period, sub-paragraph (D) below shall be applicable;

(D)

if this sub-paragraph (D) applies pursuant to sub-paragraph (C) above or following the expiration of the USTR Remedy Period:

(1)

the Charterers shall have the option to (but always at the cost of the Charterers):

(x)

in the case where the Vessel is not delivered by the Charterers as sellers to the Owners as buyers under the MOA as of the relevant date, cancel the MOA in accordance with the terms thereof; or

(y)

otherwise, purchase the Vessel on any date thereafter (the “Special Termination Date”) as specified in a written notice by the Charterers to the Owners (the “Special Termination Notice”) at the applicable Special Termination Amount, subject always to giving the Owners no less than (in case this sub-paragraph (D) applies pursuant to sub-paragraph (C) above) 30 days’ prior written notice or (in case this sub-paragraph (D) applies following the expiration of the USTR Remedy Period) five (5) Business Days’ prior written notice (as the case may be);

(2)

a Special Termination Notice shall be signed by a duly authorised officer or attorney of the Charterers and, once delivered to the Owners, is irrevocable and the Charterers shall be bound to pay to the Owners the Special Termination Amount on the Special Termination Date;

(3)

only one Special Termination Notice may be served throughout the duration of the Charter Period; and

(4)

upon the Owners' receipt in full of the applicable Special  Termination Amount, the Owners shall immediately transfer the legal and beneficial ownership of the Vessel in accordance with the terms and conditions set out at Clause 53 – (Sale of the Vessel) to the Charterers or their nominees.

53.1

The sale of the legal and beneficial interest and title in the Vessel pursuant to the Charterer's payment of the Termination Sum under Clause 41 – (Termination, Redelivery and Total Loss), the Charterers' exercise of the Charterers' Voluntary Early Termination under Clause 51 – (Voluntary Early Termination) or the Charterers' payment of the Special Termination Amount under 51A (USTR Termination Event), the Charterers' payment of the Purchase Obligation Price under Clause 52 – (Purchase Obligation) or the completion of the Mandatory Sale under Clause 50 – (Mandatory Sale) shall be on an "as is where is" and subject to the following terms and conditions:

(a)

no condition, warranty or representation of any kind is or has been given by or on behalf of the Owners in respect of the Vessel or any part thereof, and accordingly the Charterers confirm that they have not, in entering into this Charter, relied on any condition, warranty or representation by the Owners or any person on the Owners' behalf, express or implied, whether arising by law or otherwise in relation to the Vessel or any part thereof, including, without limitation, warranties or representations as to the description, suitability, quality, merchantability, fitness for any purpose, value, state, condition, appearance, safety, durability, design or operation of any kind or nature of the Vessel or any part thereof, and the benefit of any such condition, warranty or representation by the Owners is hereby irrevocably and unconditionally waived by the Charterers to the extent permissible under applicable law;

(b)

the Charterers hereby also waive any rights which they may have in tort in respect of any of the matters referred to under paragraph (a) above and irrevocably agree that the Owners shall have no greater liability in tort in respect of any such matter than they would have in contract after taking account of all of the foregoing exclusions. No third party making any representation or warranty relating to the Vessel or any part thereof is the agent of the Owners nor has any such third party authority to bind the Owners thereby. Notwithstanding anything contained above, nothing contained herein is intended to obviate, remove or waive any rights or warranties or other claims relating thereto which the Charterers (or their nominee) or the Owners may have against the manufacturer or supplier of the Vessel or any third party;

(c)	the Owners shall procure the discharge and release of any registered mortgages created by the Owners and/or Owners’ Financier in relation to the Vessel;

(d)

the Voluntary Early Termination Price or the Purchase Obligation Price or the Termination Sum or the Mandatory Sale Price or the Special Termination Amount shall be paid by (or on behalf of) the Charterers to the Owners on the Voluntary Early Termination Date or the last day of the Charter Period or the Termination Date or the Mandatory Sale Date or the Special Termination Date (as the case may be) together with unpaid amounts of Charterhire and other moneys owing by or accrued or due from the Charterers under this Charter on or prior to the Voluntary Early Termination Date or the last day of the Charter Period or the Termination Date or the Mandatory Sale Date or the Special Termination Date (as the case may be) which remain unpaid; and

(e)

concurrently with the Owners receiving irrevocable payment of the Voluntary Early Termination Price or, as the case may be, the Purchase Obligation Price or the applicable Termination Sum or the applicable Mandatory Sale Price or the applicable Special Termination Amount and all other moneys payable under this Charter in full pursuant to the terms of this Charter, the Owners shall (save in the event of Total Loss) (at the Charterer's cost) transfer the legal and beneficial ownership of the Vessel on an "as is where is" basis to the Charterers (or their nominees as approved by the Owners) and shall (at the Charterers' cost) execute a bill of sale and a protocol of delivery and acceptance evidencing the same and any other document strictly necessary to transfer the title of the Vessel to the Charterers or their nominees (and to the extent required for such purposes, the Vessel shall be deemed first to have been redelivered to the Owners).

54.1

The Charterers shall indemnify the Owners, on the Owners' demand, against all documented claims, expenses, liabilities, losses, fees (including but not limited to any vessel registration and tonnage fees or any tax incurred by the Owners as a result of the operation and/or trading of the Vessel) suffered or incurred by or imposed on the Owners arising from this Charter and any Leasing Document, including but not limited to (i) in connection with delivery, possession, performance, control, registration, repair, survey, insurance, maintenance, manufacture, purchase, ownership and operation of the Vessel by the Owners, (ii) costs related to the prevention or release of liens or detention of or requisition, use, operation or redelivery, sale or disposal of the Vessel or any part of it and (iii) enforcing the Owners' rights under this Charter or any Leasing Document or for taking any action following the occurrence of a Termination Event or Potential Termination Event, in each case of paragraphs (i) to (iii), whether prior to, during or after termination of the leasing of this Charter and whether or not the Vessel is in the possession or the control of the Charterers or otherwise. Without prejudice to its generality, this Clause 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, the MARPOL Protocol, any Environmental Law, any Sanctions or any Anti- Money Laundering Laws, Anti-Terrorism Financing Laws, Business Ethics Laws, EU ETS or Fuel EU Maritime.

54.2	The Charterers agree to indemnify the Owners against all consequences or liabilities arising from the Master, officers or agents signing Bills of Lading or other documents.

54.3

In consideration of the Charterers requesting the Other Owners to charter the Other Vessels to the Other Charterers under the Other Charters, the Charterers hereby irrevocably and unconditionally undertake to pay immediately on demand from the Other Owners such amounts in respect of all claims, expenses, liabilities, losses, fees of every kind and nature and all other moneys due, owing and/or payable to the Other Owners under or in connection with the Other Charters, and to indemnify and hold the Other Owners harmless against all such losses, moneys, costs, fees and expenses. The Parties hereby further agree and acknowledge that:

(a)	the Owners may from time to time provide the Charterers with a replacement Schedule 3 (The Vessels, The Parties and The Charters) containing the updated details of the Other Vessels, the Other Owners, the Other Charterers and the Other Charters; and

(b)

in the absence of manifest error, any such replacement Schedule 3 (The Vessels, The Parties and The Charters) given to the Charterers pursuant to paragraph (a) above shall be conclusive as to the matters to which it relates and shall be deemed to automatically replace the existing Schedule 3 (The Vessels, The Parties and The Charters) and form part of this Charter.

54.4

All rights which the Charterers have at any time (whether in respect of this Charter or any other transaction) against any Other Charterer or any Relevant Person shall be fully subordinated to the rights of the Owners under the Leasing Documents and until the end of this Charter and unless the Owners otherwise direct, the Charterers shall not exercise any rights which it may have (whether in respect of this Charter or any other transaction) by reason of performance by it of its obligations under the Leasing Documents or by reason of any amount becoming payable, or liability arising, under this Clause:

(a)	to be indemnified by any Other Charterer or such Relevant Person;

(b)	to claim any contribution from any third party providing security for, or any other guarantor of any Other Charterer's or such Relevant Person's obligations under the Leasing Documents;

(c)

to take any benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Other Charterer or such Relevant Person under the Leasing Documents or of any other guarantee or security taken pursuant to, or in connection with, the Leasing Documents by any of the aforesaid parties;

(d)	to bring legal or other proceedings for an order requiring any Other Charterer or such Relevant Person to make any payment, or perform any obligation, in respect of any Leasing Document;

(e)	to exercise any right of set-off against any Other Charterer or such Relevant Person; and/or

(f)	to claim or prove as a creditor of any Other Charterer or such Relevant Person,

(g)

and if the Charterers receive any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Owners or the Other Owners by the Other Charterers or such Relevant Person under or in connection with the Leasing Documents to be repaid in full on trust for the Owners or the Other Owners and shall promptly pay or transfer the same to the Owners or the Other Owners as may be directed by the Owners.

54.5

The Charterers hereby irrevocably agree to indemnify and hold harmless the Owners against any claim, expense, liability or loss reasonably incurred by the Owners in liquidating or employing deposits from the Owners' Financiers or third parties to fund the acquisition of the Vessel pursuant to the MOA. For the avoidance of doubt, this Clause 54.5 shall not apply if the MOA is terminated due to the application of Clause 51A (USTR Termination Event).

54.6

Notwithstanding anything to the contrary herein (but subject and without prejudice to Clause 33 – (Cancellation)) and without prejudice to any right to damages or other claim which the Charterers may have at any time against the Owners under this Charter, the indemnities provided by the Charterers in favour of the Owners shall continue in full force and effect notwithstanding any breach of the terms of this Charter or termination of this Charter pursuant to the terms hereof or termination of this Charter by the Owners. At the end of the Security Period, the Charterers shall procure the Guarantors (in the case of Guarantor A, on a best endeavour basis) and (following the Disposal) the New Shareholder to furnish an undertaking to the Owners (to be documented in a deed of release or such other agreement to be agreed between the Owners and the Charterers), such undertaking will confirm the Guarantors’ and (following the Disposal) the New Shareholder’s agreement to assume and to be bound by the indemnities provided by the Charterers as contemplated hereunder and which are intended to survive the termination of this Charter, whereby the Owners shall at the cost of the Charterers release any such indemnities in full.

54.7

The obligations of the Charterers under this Clause 54 – (Indemnities) and in respect of any Security Interest created pursuant to the Security Documents will not be affected or discharged by an act, omission, matter or thing which would reduce, release or prejudice any of its obligations under this Clause 54 – (Indemnities) or in respect of any Security Interest created pursuant to the Security Documents (without limitation and whether or not known to it or any Relevant Person) including:

(a)	any time, waiver or consent granted to, or composition with, any Relevant Person or other person;

(b)	the release of any other Relevant Person or any other person under the terms of any composition or arrangement with any creditor of a Relevant Person or any of its affiliates;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Relevant Person or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Relevant Person or any other person;

(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Leasing Document or any other document or security;

(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Security Document or any other document or security; or

(g)	any insolvency or similar proceedings.

55.1	All Charterhire and any other payment made from the Charterers to enable the Owners to pay all amounts under a Leasing Document shall be paid punctually and:

(a)	without any form of set-off, cross-claim, condition or counterclaim;

(b)	made free and clear of all present and future taxes, levies, duties or deductions of any nature whatsoever, whether levied now or in the future, unless required by law; and

(c)	net of any bank charges or bank fees.

55.2	Without prejudice to Clause 55.1 (No Set-off or Tax Deduction), if the Owners are required by law to make a tax deduction from any payment:

(a)	the Owners shall notify the Charterers as soon as they become aware of the requirement; and

(b)	the amount due in respect of the payment shall be increased by the amount necessary to ensure that the Owners receive and retain (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which they would otherwise have received.

55.3	The Charterers shall (within three (3) Business Days of demand by Owners) pay to the Owners an amount equal to the loss, liability or cost which the Owners determine will be or has been (directly or indirectly) suffered for or on account of tax by the Owners in respect of a Leasing Document.

55.4	Clause 55.3 shall not apply:

(a)

with respect to any tax assessed on the Owners under the law of the jurisdiction in which the Owners are incorporated or, if different, the jurisdiction (or jurisdictions) in which the Owners are treated as resident for tax purposes if that tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Owners; or

(b)	to the extent a loss, liability or cost is compensated for by an increased payment under Clauses 56.2 or 56.3.

55.5

Notwithstanding any other provision to this Charter, if any deduction or withholding or other tax is or will be required to be made by the Charterers or the Owners in respect of a payment to the Owners as a result of the Tax Changes, the Owners and the Charterers shall use reasonable endeavours to mitigate the effect of the Tax Changes and have the right to transfer their interest in the Vessel (and this Charter) to any person nominated by the Owners and all costs in relation to such mitigation or transfer shall be for the account of the Charterers. Provided that if after the Owners and the Charterers having exercised reasonable endeavours to mitigate the effect of the Tax Changes (at the cost of the Charterers) following notification from the Owners to the Charterers regarding the occurrence of the Tax Changes such Tax Changes continue to have the same effect, the Charterers shall have the option to pay the Mandatory Sale Price to the Owners within thirty (30) days following such notice by the Owners, and this Charter shall terminate in accordance with the procedures set out in Clause 50.4.

55.6

If the Charterers compensate the Owners by an increased payment pursuant to Clause 56.2 or 56.3 and the Owners determine that they have obtained and utilized a tax credit attributable to this increased payment, the Owners shall reimburse the Charterers that increased payment (or part thereof if the tax credit is attributable to only part of such increased payment).

56.1	This Clause 56 – (Increased Costs) applies if the Owners notify the Charterers that they (or their financiers) consider that as a result of:

(a)

the introduction or alteration after the date of this Charter of a law or an alteration after the date of this Charter in the manner in which a law is interpreted or applied (excluding any effect which relates to the application to payments under this Charter of a tax on the Owners' overall net income); or

(b)

complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Owners allocates capital resources to their obligations under this Charter) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Charter,

56.2	In this Clause 56 – (Increased Costs), "increased cost" means, in relation to the Owners:

(a)

an additional or increased cost incurred as a result of, or in connection with, the Owners or the Owners' parent company or the Owners' Financiers (if any) having entered into, or being a party to, this Charter, of funding or financing the acquisition of the Vessel pursuant to the MOA or performing their obligations under this Charter;

(b)	a reduction in the amount of any payment to the Owners under this Charter or in the effective return which such a payment represents to the Owners (if any) on their capital; or

(c)

an additional or increased cost of funds relating to the acquisition of the Vessel pursuant to the MOA, and for the purposes of this Clause 56.2 the Owners may in good faith allocate or spread costs and/or losses among their assets and liabilities (or any class of their assets and liabilities) on such basis as they consider appropriate.

56.3

Subject to the terms of Clause 56.1, the Charterers shall pay to the Owners, upon receipt of the Owners' demand and any evidence thereto (where available to the Owners), the amounts which the Owners from time to time notify the Charterers to be necessary to compensate the Owners for the increased cost.

56.4

If any sum due from the Charterers to the Owners under this Charter or any other Leasing Document or under any order or judgment relating thereto has to be converted from the currency in which this Charter or such Leasing Document provided for the sum to be paid (the "Contractual Currency") into another currency (the "Payment Currency") for the purpose of:

(a)	making or lodging any claim or proof against the Charterers, whether in their liquidation, any arrangement involving them or otherwise; or

(b)	obtaining an order or judgment from any court or other tribunal; or

(c)

enforcing any such order or judgment; the Charterers shall indemnify the Owners against the loss arising when the amount of the payment actually received by the Owners is converted at the available rate of exchange into the Contractual Currency. In this Clause 56.4, the "available rate of exchange" means the rate at which the Owners are able at the opening of business (Beijing time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

(a)	it is already known to the public or becomes available to the public other than through the act or omission of the disclosing Party;

(b)

it is required to be disclosed under the applicable laws of any Relevant Jurisdiction, Stock Market regulation, the US Securities and Exchange Commission's rules or by a governmental order, decree, regulation or rule (provided that the disclosing Party shall give written notice of such required disclosure to the other Party prior to the disclosure);

(c)	in filings with a court or arbitral body in proceedings in which the Confidential Information is relevant and in discovery arising out of such proceedings;

(d)

to (or through) whom a Party assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Leasing Document (as permitted by the terms thereof), provided that such person receiving Confidential Information shall undertake that it would not disclose Confidential Information to any other party save for circumstances arising which are similar to those described under this Clause or such other circumstances as may be permitted by all Parties;

(e)

to any permitted Sub-charterer of the Vessel provided that such person receiving Confidential Information shall undertake that it would not disclose Confidential Information to any other party save for circumstances arising which are similar to those described under this Clause or such other circumstances as may be permitted by all Parties;

(f)	to any of the following persons on a need to know basis:

(i)

a shareholder or an Affiliate of either Party or a party referred to in either paragraph (d) or (e) (including the employees, officers and directors thereof);

(ii)

professional advisers retained by a disclosing party; or

(iii)

persons advising on, providing or considering the provision of financing to the disclosing party or an Affiliate, provided that the disclosing party shall exercise due diligence to ensure that no such person shall disclose Confidential Information to any other party save for circumstances arising which are similar to those described under this Clause or such other circumstances as may be permitted by all Parties;

(g)	with the prior written consent of all Parties; or

(h)	to any person which is a classification society or other entity which the Owners or the Owners' Financiers have engaged to make the calculations necessary to enable the Owners and/or the Owners' Financiers to comply with their reporting obligations under the Poseidon Principles.

60.1

Any settlement or discharge under any Leasing Document between the Owners and any Relevant Person shall be conditional upon no security or payment to the Owners by any Relevant Person or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

60.2

If the Owners consider that an amount paid or discharged by, or on behalf of, a Relevant Person or by any other person in purported payment or discharge of an obligation of that Relevant Person to the Owners under the Leasing Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Relevant Person or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Leasing Documents.

63.1	Defined terms

(a)

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

(b)

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

(c)

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

63.2	FATCA Information

(a)	Subject to paragraph (c) below, each Relevant Party shall, on the date of this Charter, and thereafter within ten Business Days of a reasonable request by another Relevant Party:

(i)

confirm to that other party whether it is a FATCA Exempt Party or is not a FATCA Exempt Party; and

(ii)

supply to the requesting party (with a copy to all other Relevant Parties) such other form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute form, as applicable) and any other documentation and other information relating to its status under FATCA (including its applicable "pass thru percentage" or other information required under FATCA or other official guidance including intergovernmental agreements) as the requesting party reasonably requests for the purpose of the requesting party's compliance with FATCA.

(b)

If a Relevant Party confirms to any other Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 showing 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, or that the said form provided has ceased to be correct or valid, that party shall so notify all other Relevant Parties or provide the relevant revised form, as applicable, reasonably promptly.

(c)

Nothing in this Clause shall oblige any Relevant Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of that party, any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations); provided, however, that nothing in this paragraph shall excuse any Relevant Party from providing a true, complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information of such party for purposes of this paragraph.

(d)	If a Relevant Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with the provisions of this Charter or the provided information is insufficient under FATCA, then:

(i)

if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of this Charter and the Leasing Documents as if it is a FATCA Non-Exempt Party; and

(ii)

if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of this Charter and the Leasing Documents (and payments made thereunder) as if its applicable passthru percentage is 100%, until (in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to establish the relevant facts.

63.3	FATCA Deduction and gross-up by Relevant Party

(a)

If the representation made by the Charterers under Clause 45.1(p) (Representations and Warranties) proves to be untrue or misleading such that the Charterers are required to make a FATCA Deduction, the Charterers shall make the FATCA Deduction and any payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.

(b)	If the Charterers are required to make a FATCA Deduction then the Charterers shall increase the payment due from them to the Owners to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.

(c)

The Charterers shall promptly upon becoming aware that they must make a FATCA Deduction (or that there is any change in the rate or basis of a FATCA Deduction) notify the Owners accordingly. Within thirty (30) days of the Charterers making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Charterers shall deliver to the Owners evidence satisfactory to the Owners that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.

(d)

If the Owners are required to make a deduction or withholding from a payment under any Financial Instruments in respect of FATCA, and is required under such Financial Instrument to pay additional amounts in respect of such deduction or withholding, the amount of the payment due from the Charterers under this Charter shall be increased to an amount which, after such deduction or withholding and payment of additional amounts, leaves the Owners with an amount equal to the amount which it would have had remaining if it had not been required to pay additional amounts under such Financial Instruments.

63.4

FATCA Deduction by Owners The Owners may make any FATCA Deduction they are required by FATCA to make, and any payment required in connection with that FATCA Deduction, and the Owners shall not be required to increase any payment in respect of which they make such a FATCA Deduction or otherwise compensate the recipient for that FATCA Deduction.

63.5

FATCA Mitigation Notwithstanding any other provision to this Charter, if a FATCA Deduction is or will be required to be made by any party under Clause 63.3 (FATCA) in respect of a payment to the Owners as a result of the Owners not being a FATCA Exempt Party, the Owners shall have the right to transfer their interest in the Vessel (and this Charter) to any person nominated by the Owners and all costs in relation to such transfer shall be for the account of the Charterers.

64.1	The Charterers shall not assign this Charter except with the Owners' prior consent in writing.

64.2

The Owners may assign any of their rights or transfer by novation any of their rights and obligations under the Leasing Documents and/or sell and transfer title to of the Vessel to any third party with the prior written consent of the Charterers (such consent not to be unreasonably withheld) provided that such consent shall not be required if such assignment, transfer and/or sale is made:

(a)	at such time following the occurrence of a Termination Event which is continuing; or

(b)	to an affiliate of the Owners and provided always that, notwithstanding such assignment, transfer or sale, this Charter will continue (or will be novated to the applicable new owner) on identical terms (save for logical, consequential or mutually agreed amendments).

64.3

The Charterers shall remain liable to the aforesaid assignee, transferee or new owner of the Vessel (as the case may be) for its performance of all obligations under this Charter (where applicable, as novated) after any such assignment or transfer or any change of the registered ownership of the Vessel from the Owners to such new owner. The Charterers shall procure that any Relevant Person (in the case of Guarantor A and/or any Other Charterer which is directly owned by Guarantor A, on a best endeavour basis) which is a party to a Leasing Document:

(a)	becomes liable to such assignee, transferee or new owner of the Vessel for its performance of all obligations pursuant to such Leasing Document; and

(b)

enters into all necessary documents or takes any necessary actions or provide all necessary assistance required for such Leasing Document and any Security Interest created thereunder remaining in full force and effect (or to be novated and/or executed) as from the completion of the relevant assignment, transfer or sale.

64.4	Without limiting the generality of Clause 64.2:

(a)

subject to Clause 35 – (Quiet enjoyment), the Owners are entitled to enter into certain funding arrangements with their financier(s), including but not limited to, an affiliate of the Owners or any other banks and financial institutions acceptable to the Owners in their sole discretion (the "Mortgagee") provided that such funding arrangement shall not result in any adverse effect of the Charterers' rights and obligations under the Leasing Documents; and

(b)	the Owners may do any of the following as security for the funding arrangements referred to in paragraph (a) above, in each case, without the prior consent of the Charterers:

(i)

execute a ship mortgage over the Vessel or any other Financial Instrument in favour of a Mortgagee (or its agent, trustee or nominee);

(ii)

assign their rights and interests to, in or in connection with this Charter or any other Leasing Documents in favour of a Mortgagee (or its agent, trustee or nominee);

(iii)

assign their rights and interests to, in or in connection with the Insurances, the Earnings and the Requisition Compensation of the Vessel in favour of the Mortgagee (or its agent, trustee or nominee); and

(iv)

enter into any other document or arrangement which is necessary to give effect to such financing arrangements;

(c)

the Charterers undertake to comply, and provide such information and documents and all necessary assistance required to enable the Owners to comply, with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in any Financial Instrument or as may be directed from to time during the currency of this Charter by the Mortgagee (or its agent, trustee or nominee) in conformity with any Financial Instrument. The Charterers further agree and acknowledge all relevant terms, conditions and provisions of each Financial Instrument (if any) and agree to acknowledge this in writing in any form that may be required by the Mortgagee (or its agent, trustee or nominee); and

(d)

during the Charter Period a change in the registered or beneficial ownership of the Vessel or the Owners (by sale of shares in the Owners or other transactions having the same effect) may be effected without the Charterers' consent, provided always that (i) in the event of change in the registered or beneficial ownership of the Vessel, notwithstanding such change, this Charter would continue on identical terms (save for logical, consequential or mutually agreed amendments) and (ii) to the extent that any prior written consent from the Approved Sub-Charterer is expressly required under the terms of the relevant Assignable Sub-charter, before the Owners may transfer the registered or beneficial ownership of the Vessel, the Charterers shall procure the delivery to the Owners of evidence that such Approved Sub-Charterer has granted such prior written consent. The Charterers shall, and shall procure Guarantors (in the case of Guarantor A, on a best endeavour basis) and (following the Disposal) the New Shareholder shall (where applicable) remain jointly and severally liable to the aforesaid new owner of the Vessel for its performance of all obligations pursuant to this Charter after change of the registered and/or beneficial ownership of the Vessel or the Owners from the Owners to such new owner and agree and undertake to enter into any such usual documents as the Owners shall reasonably require to complete or perfect the transfer of the Vessel (with the benefit and burden of this Charter) pursuant to this Clause.

(e)	All expenses arising out of assignment or transfer of this Charter as per Clause 64 – (Assignment and Transfer) shall be for the Owner's account subject to no Termination Event or Potential Termination Event having occurred or being continuing at the relevant time.

65.1

Any Net Trading Proceeds, Net Sales Proceeds, Total Loss Proceeds, any proceeds realised by the Owners in connection with the enforcement of the Security Documents (unless otherwise specified in the Security Documents) and any proceeds received by the Owners from any Other Owner (as trustee of the Owners and the Other Owners) shall be applied in the following order of application against amounts payable under the Leasing Documents:

(a)	firstly, in or towards any amounts outstanding under the Leasing Documents other than the Termination Sum (including but not limited to any costs and expenses incurred in the enforcement of the Security Documents, to the extent these are not covered under the Termination Sum);

(b)	secondly, in or towards satisfaction of the Charterers' obligation to pay the Termination Sum (or such portion of it that then remains unpaid) in any order of application in the amounts comprising the Termination Sum as the Owners may determine; and

(c)	thirdly, any amounts remaining after the application of 65.1 (a) and 65.1 (b) above, shall be paid to the Charterers, but always subject to the terms of the General Assignment.

(a)	This Charter and any non-contractual obligations arising under or in connection with it, shall be governed by and construed in accordance with English law.

(b)

Any dispute arising out of or in connection with this Charter (including a dispute regarding the existence, validity or termination of this Charter or any non-contractual obligation arising out of or in connection with this Charter) (a "Dispute") shall be referred to and finally resolved by arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause 66 – (Governing Law and Enforcement). The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association ("LMAA") Terms current at the time when the arbitration proceedings are commenced.

(c)

The reference shall be to three arbitrators. A party wishing to refer a Dispute to arbitration shall appoint its arbitrator (who shall be either a full member of the LMAA, or a practising barrister of King's Counsel who is also a member of the Commercial Bar Association, or a retired High Court Judge practising as an arbitrator, in each case who carries on business in London) and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the fourteen (14) days specified, the party referring a Dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he or she had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. If the two arbitrators so appointed are unable to agree on the appointment of the third arbitrator, they or either of them may by written notice request the President of the LMAA to appoint the third arbitrator within fourteen (14) days of such request.

(d)	Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.

(e)	The language of the arbitration shall be English.

(f)	In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the Parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.

(a)	This Agreement, in conjunction with the other Leasing Documents, constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.

(b)	Each Party acknowledges that it has not entered into this agreement or any other Leasing Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or in any other Leasing Document.

68.1	In this Charter, unless as expressly defined otherwise, the following capitalized terms shall have the meanings ascribed to them below:

(a)

in respect of a day on which a payment is required to be made or other dealing is due to take place under a Leasing Document in Dollars, also a day on which commercial banks are open in New York City; and

(b)

in relation to the fixing of an interest rate in relation to the Outstanding Capital Balance, also a day which is a US Government Securities Business Day.

(a)

the Owners (in their capacity as buyers under the MOA) obtain title to the Vessel from the Charterers (in their capacity as sellers under the MOA) in accordance with the terms of the MOA; and

(b)

the Charterers accept delivery of the Vessel from the Owners in accordance with the terms of this Charter.

(a)

no Termination Event has occurred when the Disposal commences and upon and immediately following completion of the Disposal;

(b)

written confirmation from the Owners that certain internal notification requirements relating to the Disposal has been completed;

(c)

following the completion of the Disposal, each of Guarantors and the New Shareholder continues to be controlled by companies affiliated with the family of Mr. Evangelos Pistiolis;

(d)

any entity (other than Guarantor B) which, on implementation of the Disposal, will hold the entire shareholding interest in the Charterers (the "New Shareholder") has (or the Owners are satisfied that the New Shareholder will, by the completion of the Disposal, have) (A) entered into a new shares charge in respect of those shares in favour of the Owners on substantially the same terms as the Shares Security and otherwise in an agreed form (the "New Shares Security") and (B) provided all necessary constitutional documents and corporate authorisation required by the Owners in relation to the New Shareholder and the New Shares Security; and

(e)

the New Shareholder has (or the Owners are satisfied that the New Shareholder will, by the completion of the Disposal, have) (A) entered into a guarantee in respect in favour of the Owners on substantially the same terms as the Guarantees and otherwise in an agreed form (the "New Guarantee") and (B) provided all necessary corporate authorisation required by the Owners in relation to the New Guarantee;

(f)

favourable legal opinions have been issued (or the Owners are satisfied that they will, by completion of the Disposal, be issued) by lawyers appointed by the Owners (at the cost of the Charterers) relating to the New Shareholder, the New Shares Security and the New Guarantee, in the form and substance acceptable to the Owners;

(g)

each Relevant Person has (or the Owners are satisfied that each such Relevant Person will, by the completion of the Disposal, have) provided in favour of the Owners documents and confirmations in form and substance acceptable to the Owners giving effect to the Disposal Amendments and confirming that any Security Interest created by that Relevant Person pursuant to the Leasing Documents to which it is a party shall remain in full force and effect notwithstanding the Disposal and the operation of Clause 46.1 (ee)(iv) (including the Disposal Amendments) and enforceable in accordance with their terms;

(h)

any documented costs or expenses incurred by the Owners in relation to the Disposal have been fully settled by the Charterers (or the Owners are satisfied that they will, by the completion of the Disposal, be settled) by the Charterers; and

(i)

such evidence relating to the Disposal as the Owners (or the Owners' Financier) may require to be able to satisfy their "know your customer" or similar identification procedures in relation to the transactions contemplated by the Disposal has been provided to the Owners; and

(j)

such other documents as the Owner may reasonably require.

(a)

except to the extent that they fall within paragraph (b),

(i)

all freight, hire and passage moneys;

(ii)

any compensation payable in the event of requisition of the Vessel for hire;

(iii)

any remuneration for salvage and towage services;

(iv)

any demurrage and detention moneys;

(v)

damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel; and

(vi)

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

(b)

if and whenever the Vessel is employed on terms whereby any moneys falling within paragraphs (a)(i) to (vi) are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Vessel.

(a)

any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or

(b)

any claim by any other person which relates to an Environmental Incident, and "claim" means a claim for damages, compensation, fines, penalties or any other payment; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

(a)

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

(b)

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

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from the Vessel and in connection with which the Vessel is actually or potentially liable to be arrested and/or where any Relevant Person and/or any operator or manager of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action.

(a)

if the Prepositioning Date occurs in the calendar year 2025, $42,000,000 ("Original Financing Amount"); and

(b)

if the Prepositioning Date occurs in the calendar year 2026, an amount to be calculated as follows:

(a)

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

(b)

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

(c)

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

(d)

under a financial lease, a deferred purchase consideration arrangement (other than deferred payments for assets or services obtained on normal commercial terms in the ordinary course of business) or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

(e)

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

(f)

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

(a)

in Dollars;

(b)

on a date no earlier than thirty (30) days prior to the Commencement Date;

(c)

with or without physical inspection of the Vessel; and

(d)

on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and such valuation shall be prepared by an Approved Valuer nominated by the Owners.

(a)

all policies and contracts of insurance, including entries of the Vessel in any protection and indemnity or war risks association, which are effected in respect of the Vessel or otherwise in relation to it whether before, on or after the date of this Charter; 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 Charter.

(a)

either:

(i)

the most recent applicable Term SOFR (as of a day which is not more than three (3) US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than three months; or

(ii)

if no such Term SOFR is available for a period which is less than three months, SOFR for a day which is no more than five (5) US Government Securities Business Days (and no less than two (2) US Government Securities Business Days) before the Quotation Day; and

(b)

the most recent applicable Term SOFR (as of a day which is not more than three (3) US Government Securities Business Days before the Quotation Day) the shortest period (for which Term SOFR is available) which exceeds three months.

(a)

either:

(i)

the applicable Term SOFR (as of the Quotation Day in respect of that Hire Period) for the longest period (for which Term SOFR is available) which is less than three months; or

(ii)

if no such Term SOFR is available for a period which is less than three months, SOFR for the day which is two (2) US Government Securities Business Days before the Quotation Day; and

(b)

the applicable Term SOFR (as of the Quotation Day in respect of that Hire Period) for the shortest period (for which Term SOFR is available) which exceeds three months.

(a)

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

(b)

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

(c)

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

(d)

any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered to the Owners pursuant to Clause 34.2(f).

(a)

the technical and commercial management agreement made or to be made between the Approved Manager and the Charterers; or

(b)

such other management agreement subsequently entered into in respect of the Vessel as may be approved by the Owners (such approval not to be unreasonably withheld).

(a)

the Outstanding Capital Balance prevailing as at the Mandatory Sale Date;

(b)

any Variable Charterhire accrued as at the date of payment of the Mandatory Sale Price;

(c)

(in case of Clause 37.3) if the Mandatory Sale Date occurs on or before the date falling thirty six (36) months from the Commencement Date, one per cent. (1.00%) of the Outstanding Capital Balance as at the relevant date;

(d)

any Breakfunding Costs;

(e)

any documented legal or other costs reasonably incurred by the Owners in connection with the exercise of the Mandatory Sale; and

(f)

aside from the amounts described under paragraphs (a) to (e) above, any other moneys due and owing under the Leasing Documents at the relevant Mandatory Sale Date including any default interest on amounts under (a) to (f) above.

(a)

prior to the occurrence of a Termination Event which is continuing, a valuation prepared:

(i)

in Dollars;

(ii)

on a date no earlier than fifteen (15) days prior to the relevant date of valuation;

(iii)

with or without physical inspection of that Vessel; and

(iv)

on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and such valuation shall be prepared by an Approved Valuer nominated by the Charterers; and

(b)

upon the occurrence of a Termination Event which is continuing:

(i)

subject to sub-paragraph (ii) below, the arithmetic mean of the valuations shown by two (2) valuation reports prepared:

(A)

in Dollars;

(B)

on a date no earlier than fifteen (15) days prior to the relevant date of valuation;

(C)

with or without physical inspection of that Vessel; and

(D)

on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment, and such reports shall be prepared by Approved Valuers nominated by the Owners; and

(ii)

if there is a discrepancy of five per cent. (5%) or more between the market valuations shown on the two valuation reports obtained pursuant to the above paragraph (using the higher valuation figure as the denominator), the arithmetic mean of the valuations shown by three (3) valuation reports each prepared on the same terms and conditions as set out under paragraph (a) above.

(a)

the business, operations, property, condition (financial or otherwise) or prospects of any Relevant Person or the Group as a whole;

(b)

the ability of any Relevant Person to perform its obligations under any Leasing Document to which it is a party; or

(c)

the validity or enforceability of, or the effectiveness or ranking of any Security Interests granted pursuant to any of the Leasing Documents or the rights or remedies of the Owners under any of the Leasing Documents.

(a)

with respect to the Charterers, the annual financial statement accounts of the Charterers for that financial year as referred to in Guarantor B’s audited consolidated annual financial statement accounts of Guarantor B; and

(b)

with respect to each Guarantor, its audited financial statements for the financial year ended 31 December 2024 (and if such statements are not in English, they shall be accompanied by a certified English translation).

(a)

any Security Interest created by a Security Document or a Financial Instrument;

(b)

prior to the Commencement Date, any Security Interest created by any "Security Document" (howsoever described in the Existing BBC);

(c)

any lien for unpaid master's and crew's wages in accordance with the ordinary course of operation of the Vessel or in accordance with usual reputable maritime practice;

(d)

any lien for salvage;

(e)

any lien for master's disbursements incurred in the ordinary course of trading;

(f)

any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Vessel provided such liens do not secure amounts more than thirty (30) days overdue;

(g)

any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the Owners are prosecuting or defending such action in good faith by appropriate steps; and

(h)

Security Interests arising by operation of law in respect of taxes which are not overdue or for payment of taxes which are overdue for payment but which are being contested by the Owners or the Charterers in good faith by appropriate steps and in respect of which adequate reserves have been made, provided that the foregoing have not arisen due to the default or omission of any Relevant Person.

(a)

the methodology, formula or other means of determining that Published Rate has, in the opinion of the Parties, materially changed;

(ii)

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

(iii)

the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or

(iv)

the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or

(c)

the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Parties) temporary;

(ii)

that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than a reasonable period determined by the Parties; or

(d)

in the opinion of the Parties, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Charter.

(a)

if the Prepositioning Date occurs in the calendar year 2025, $20,000,000 (the "Original Purchase Obligation Price") ; and

(b)

if the Prepositioning Date occurs in the calendar year 2026, an amount to be calculated as follows:

(a)

the applicable Term SOFR for three (3) months as of the relevant Quotation Day; or

(b)

as otherwise determined pursuant to Clause 36.5A, and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero.

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any property owned by it and charged under a Leasing Document is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

any jurisdiction whose laws govern the perfection of any of the Leasing Documents entered into by it creating a Security Interest.

(a)

formally designated, nominated or recommended as the replacement for a Published Rate by:

(i)

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

(ii)

any Relevant Nominating Body, and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Published Rate" will be the replacement under paragraph (ii) above;

(b)

in the opinion of the Owners, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or

(c)

in the opinion of the Owners, an appropriate successor or alternative to a Published Rate.

(a)

imposed by law or regulation of a Sanctions Authority, to the extent applicable to this transaction; or

(b)

otherwise imposed by any applicable law or regulation by which any Relevant Person is bound or to which it is subject.

(a)

the United Nations or its Security Council;

(b)

the United States;

(c)

the European Union or the Council of the European Union;

(d)

the United Kingdom;

(e)

the People's Republic of China (including for the avoidance of doubt, Hong Kong), provided that this paragraph (e) shall not apply to the Initial Sub-charterer when the Vessel is chartered under the Initial Sub-charter or the operation or use of the Vessel by the Initial Sub-charterer (but not any further sub-lessee of the Vessel) when the Vessel is operated by the Initial Sub-charterer (but not any further sub-lessee of the Vessel), in each case unless otherwise specified in Clause 50.3; and

(f)

the governments and official institutions or agencies of any of paragraphs (a) to (e) above, including the U.S. Department of the Treasury's Office of Foreign Assets Control, the United States Department of State, the U.S. Department of Commerce and the Hong Kong Monetary Authority and His Majesty's Treasury.

(a)

a mortgage, charge (whether fixed or floating) or pledge, lien, assignment, hypothecation or any other security interest of any kind or any other agreement or arrangement having the effect of conferring a security interest;

(b)

the security rights of a plaintiff under an action in rem; or

(c)

any other right which confers on a creditor or potential creditor a right or privilege to receive the amount actually or contingently due to it ahead of the general unsecured creditors of the debtor concerned; however this paragraph (c) 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.

(a)

the share charge executed or to be executed by Guarantor B (in its capacity as shareholder of the Charterers) creating a Security Interest over all its shares in the Charterers in favour of the Owners; and

(b)

(following the Disposal) the New Shares Security.

(a)

the Outstanding Capital Balance prevailing as at the Special Termination Date;

(b)

any Variable Charterhire accrued as at the date of payment of the Special Termination Amount;

(c)

any Breakfunding Costs;

(d)

any documented legal or other costs reasonably incurred by the Owners in connection with Clause 51A (USTR Termination Event); and

(e)

aside from the amounts described under paragraphs (a) to (d) above, any other moneys due and owing under the Leasing Documents at the relevant Special Termination Date including any default interest on amounts under (a) to (e) above.

(a)

the Outstanding Capital Balance prevailing as at the Relevant Date;

(b)

any Variable Charterhire due and payable, but unpaid up to (and including) the date of payment of the Termination Sum;

(c)

any Termination Fee;

(d)

any Breakfunding Costs;

(e)

any and all documented costs, losses and liabilities incurred by the Owners as a result of the early termination of the leasing under this Charter including but not limited to any legal costs, any agency or broker fees incurred in attempting to re-charter or otherwise dispose of the Vessel;

(f)

any and all documented costs, losses and liabilities incurred by the Owners in locating, repossessing, recovering, repositioning, berthing, insuring and maintaining the Vessel and/or in collecting any payments due under this Charter and/or in obtaining the due performance of the obligations of the Charterers under this Charter or the other Leasing Documents (including, but not limited to, for carrying out any works or modifications or repairs required to cause the Vessel to conform with the provisions relating to redelivery as required under Clause 41.5); and

(g)

aside from the amounts described under paragraphs (a) to (f) above, any other moneys due and payable, but unpaid, under the Leasing Documents at the Relevant Date including any default interest on amounts under (a) to (f) above.

(a)

actual, constructive, compromised, agreed or arranged total loss of the Vessel;

(b)

any expropriation, confiscation, requisition or acquisition of the Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension) unless it is redelivered within twenty-one (21) days to the full control of the Owners or the Charterers; or

(c)

any arrest, capture, seizure or detention of the Vessel (including any hijacking or theft but excluding any event specified in paragraph (b) of this definition) unless it is redelivered within thirty (30) days to the full control of the Owners or the Charterers.

(a)

in the case of an actual loss of the Vessel, the date on which it occurred;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earlier of:

(i)

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

(ii)

the date when the Vessel was last heard of; and

(iii)

the date of any compromise, arrangement or agreement made by or on behalf of the Charterers with the Vessel's insurers in which the insurers agree to treat the Vessel as a Total Loss; and

(c)

in the case of any expropriation, confiscation, requisition or acquisition of the Vessel whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one (1) year without any right to an extension), on the date on which the expropriation, confiscation, requisition or, as the case may be, the acquisition of the Vessel is completed by delivery of the Vessel to the relevant government or official authority or the person or persons claiming to be or to represent the relevant government or official authority unless it is redelivered within twenty-one (21) days to the full control of the Owners or the Charterers; and

(d)

in the case of any arrest, condemnation, capture, seizure or detention of the Vessel (including any hijacking or theft), unless it is redelivered within thirty (30) days to the full control of the Owners or the Charterers, the date falling on the expiration of such days.

(a)

the date falling one hundred and twenty (120) days after the Total Loss Date or such later date as the Owners may agree; and

(b)

the date on which the Owners receive the Total Loss Proceeds.

(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.

(a)

if the Voluntary Early Termination is exercised on or after the date falling twelve (12) months from the Commencement Date and until (including) the date falling twenty four (24) months after the Commencement Date, one point five per cent. (1.50%) of the Outstanding Capital Balance on the applicable Voluntary Early Termination Date;

(b)

if the Voluntary Early Termination is exercised after the date falling twenty four (24) months from the Commencement Date and until (including) the date falling thirty six (36) months from the Commencement Date, one per cent. (1.00%) of the Outstanding Capital Balance on the applicable Voluntary Early Termination Date; and

(c)

if the Voluntary Early Termination is exercised after the date falling thirty six (36) months from the Commencement Date zero per cent. (0%) of the Outstanding Capital Balance as at the applicable Voluntary Early Termination Date.

(a)

the Outstanding Capital Balance prevailing as at the relevant the Voluntary Early Termination Date;

(b)

any Variable Charterhire accrued but unpaid as at the date of payment of the Voluntary Early Termination Date Price;

(c)

any Voluntary Early Termination Fee;

(d)

any Breakfunding Costs;

(e)

any documented legal (subject to pre-agreed cap) or other costs reasonably incurred by the Owners in connection with the exercise of the Voluntary Early Termination under Clause 51 – (Voluntary Early Termination); and

(f)

aside from the amounts described under paragraphs (a) to (e) above, any other moneys due and owing under the Leasing Documents at the relevant Voluntary Early Termination Date including any default interest on amounts under (a) to (e) above.

68.2	Inconsistency between Charter provisions and Leasing Documents In the case of any conflict between the provisions or terms so of this Charter and the terms and provisions of a Leasing Document, the provisions of this Charter shall prevail.

68.3	Construction

(a)

an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalization; and

(b)

in relation to anything which will be prohibited or restricted by law if a governmental or official authority intervenes or acts in any way within a specified period after lodgment, filing, registration or notification, the expiry of that period without intervention or action.

(a)

cast, or control the casting of, more than 51 per cent, of the maximum number of votes that might be cast at a general meeting of such company;

(b)

appoint or remove all, or the majority, of the directors or other equivalent officers of such company; or

(c)

give directions with respect to the operating and financial policies of such company with which the directors or other equivalent officers of such company are obliged to comply;

68.4	Meaning of "month" A period of one or more "months" ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started ("the numerically corresponding day"), but:

(a)	on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or

(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day; and "month" and "monthly" shall be construed accordingly.

68.5	In this Charter:

(a)	references to a Leasing Document or any other document being in the form of a particular appendix or to any document referred to in the recitals include references to that form with any modifications to that form which the Owners and the Charterers approve;

(b)	references to, or to a provision of, a Leasing Document or any other document are references to it as amended or supplemented, whether before the date of this Charter or otherwise;

(c)	references to, or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Charter or otherwise;

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

(e)	references to a page or screen of an information service displaying a rate shall include:

(i)

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

(ii)

the appropriate page of such other information service which displays that rate from time to time in place of that information service, and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Owners after consultation with the Charterers.

68.6	Construction of Insurance terms

68.7	Headings In interpreting a Leasing Document or any provision of a Leasing Document, all clauses, sub-clauses and other headings in that and any other Leasing Document shall be entirely disregarded.

Name:
Title: attorney in fact
for and on behalf of
ROMAN EMPIRE INC.
Dated:

1	Corporate Authority

1.1	A copy of the constitutional documents of each Relevant Person (other than the Other Charterers) (for the purpose of this Schedule only, collectively, the “Pertinent Persons”).

1.2	If required, a copy of the resolutions of the board of directors (or equivalent) of each of the Pertinent Persons:

(a)	approving the terms of, and the transactions contemplated by, the Leasing Documents to which it is a party and resolving that it execute the Leasing Documents to which it is a party;

(b)	authorizing a specified person or persons to execute the Leasing Documents to which it is a party on its behalf; and

(c)	authorising a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under, or in connection with, the Leasing Documents to which it is a party.

1.3	If required, an original of the power of attorney of any party to a Leasing Document authorising a specified person or persons to execute the Leasing Documents to which it is a party.

1.4	If required, a specimen of the signature of each person authorized by the resolution referred to in paragraph 1.2 above.

1.5	If required, a copy of the resolutions signed by all the holder(s) of the issued shares of any Relevant Person, approving the terms of, and the transactions contemplated by such Leasing Document.

1.6	A certificate of an officer or authorized signatory of each Relevant Person certifying that each copy document relating to it specified in this Part A of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2	Documents and other security

2.1	A duly executed copy of this Charter, the MOA, the Guarantees and of each document to be delivered under each of them.

2.2	Duly executed but undated copies of each of the Shares Security, the Account Security, the General Assignment and the Manager's Undertaking and of each document to be delivered under each of them.

2.3	Evidence that the Charterers' Operating Account have been opened and maintained with the Account Bank.

3	Legal opinion

3.1	Agreed form of legal opinion by English legal advisers to the Owners on such matters on the laws of England in relation to the applicable documents listed in paragraphs 2.1 and 2.2 of Part A of this Schedule, in form and substance acceptable to the Owners.

3.2

Agreed forms of legal opinions by lawyers appointed by the Owners on such matters relating to the applicable documents listed in paragraphs 2.1 and 2.2 of Part A this Schedule, concerning the laws of the Republic of the Marshall Islands, Netherlands and such other relevant jurisdictions as the Owners may reasonably require, in form and substance acceptable to the Owners.

4	Valuation of Vessel If the Prepositioning Date occurs in the calendar year 2026, valuation of the Vessel, indicating the Initial Market Value to be received by the Owners not later than thirty days prior to the Prepositioning Date.

5	Vessel Insurances

5.1	Evidence that the Vessel is or will be on Delivery insured in the manner required under Clause 39 – (Insurance).

5.2	Agreed form of letters of undertaking and certificates of entry (as the case may be) relating to insurances as set out in Clause 39 – (Insurance) from the relevant insurer, insurance broker, protection and indemnity association or war risks association (as the case may be).

5.3	An insurance report by an insurance advisor appointed by the Owners (but at the cost of the Charterers) in an agreed form acceptable to the Owners.

6	Vessel Documents

6.1	A copy of the Management Agreement and any amendments thereto, establishing that the Vessel will, as from the Commencement Date, be managed by the relevant Approved Manager.

6.2	A copy of the Document of Compliance of the Technical Manager.

6.3	A copy of the Vessel's class certificate evidencing that the Vessel maintains such classification.

6.4	Copies of the Vessel's Safety Management Certificate (together with any other details of the applicable safety management system which the Owners may require) and of any other documents required under the ISM Code and the ISPS Code (including, without limitation, an ISSC and IAPPC).

7	Initial Sub-charter

7.1	A copy of the executed Initial Sub-charter (and any addendums thereto).

7.2	Evidence to the satisfaction of the Owners that the Initial Sub-charterer consents to the sale and leaseback of the Vessel contemplated by the Leasing Documents.

8	Escrow Agreement A copy of the duly executed Escrow Agreement in form and substance acceptable to the Owners.

9	Deed of Release An agreed form Deed of Release.

10

Others

10.1	A duly completed Payment Notice (as defined in the MOA) to be received by the Owners not later than five (5) Business Days prior to the Prepositioning Date.

10.2

A copy of the duly executed commercial invoice of the Vessel issued by the Charterers (in their capacity as sellers under the MOA) to the Owners (in their capacity as buyers under the MOA), specifying the aggregate amount payable by the Owners (in their capacity as buyers under the MOA) to the Charterers (in their capacity as sellers under the MOA) for the purchase of the Vessel under the MOA.

10.3	Evidence that all fees, costs and expenses then due from the Charterers to the Owners under the Leasing Documents have been paid and received by the Owners.

10.4	Copies of the Original Financial Statements.

10.5	Such evidence relating to the Relevant Person as the Owners may reasonably require for their (or their financiers) to be able to satisfy each of their "know your customer" or similar identification procedures in relation to the Leasing Documents.

10.6

A copy of any other consents, approvals, authorization or other document, opinion or assurance which the Owners consider to be reasonably desirable in connection with the entry into and performance of the transactions contemplated by any of the Leasing Documents or for the validity and enforceability of such documents.

10.7	If required, evidence that any process agent referred to under the Leasing Documents has accepted its appointment.

10.8	if any, evidence to the satisfactory to the Owners that the Delivery Shortfall (as defined in the MOA) has been deposited in the Escrow Account (as defined in the MOA) or paid to the Existing Owner no later than one (1) Business Day prior to the Prepositioning Date.

10.9	If required by the Flag State for purposes of registering the Vessel in the name of the Owners, evidence that the Owners have been registered as a foreign maritime entity under the laws of the Flag State (with such cost to be borne by the Charterers).

10.10

Such other documents as the Owners may require by giving notice to the Charterers.

1	Corporate Authorisations/Confirmation

1.1	A certificate of an authorized signatory of each of the Pertinent Persons certifying that each copy document provided under paragraph 1 of Part A of Schedule 2 of the MOA remains correct, complete and in full force and effect as on the Commencement Date.

1.2	A certificate of an authorized signatory of the Charterers certifying that there is no Potential Termination Event or Termination Event has occurred and is continuing as of the Commencement Date.

2	Security Documents

2.1	Duly executed and dated copies of each of the Shares Security, the Account Security, the General Assignment and each Manager's Undertaking and of each document to be delivered under it and evidence of their delivery within the timing prescribed under it.

2.2	Documentary evidence that the Security Interests intended to be created by each of the Security Documents have been duly perfected under applicable law or will be perfected under applicable law within the prescribed period contained in such Security Documents.

3	Delivery and title registration of the Vessel

3.1	Documentary evidence that the Vessel:

(a)	will simultaneously upon Delivery definitively and permanently registered in the name of the Owners under the flag of the Flag State;

(b)	will simultaneously upon Delivery in the absolute and unencumbered ownership of the Owners;

(c)	is or will be unconditionally delivered by the Existing Owner to the Charterers pursuant to the terms of the Existing BBC, where such documents shall include without limitation:

(i)

the original (if required by the Flag State) or a copy of the notarized and legalized (if required by the Flag State) copies of the bill of sale duly executed by the Existing Owner (and where executed by an attorney of the Existing Owner, together with such original or a copy of the notarized and legalised copies (if required by the Flag State) of the Existing Owner's power of attorney); and

(ii)

the original (if required by the Flag State) or a copy of the protocol of delivery and acceptance duly executed by the Existing Owner and the Charterers;

(d)	is or will be unconditionally delivered by the Charterers (in their capacity as sellers) to the Owners (in their capacity as buyers) pursuant to the terms of the MOA, where such documents shall include without limitation:

(i)

a certificate or transcript or an email confirmation issued by the competent authorities of the Flag State on the date of Delivery evidencing the Charterers' (as sellers under the MOA) ownership of the Vessel and that the Vessel is free from registered encumbrances and mortgages;

(ii)

the original (if required by the Flag State) or a copy of the notarized and legalized (if required by the Flag State) copies of the bill of sale duly executed by the Charterers (and where executed by an attorney of the Charterers, together with such original or a copy of the notarized and legalised copies (if required by the Flag State) of the Charterers' power of attorney); and

(iii)

the original (if required by the Flag State) or a copy of the protocol of delivery and acceptance duly executed by the Charterers and the Owners; and

(e)	has been or will be delivered to the Initial Sub-charterer in accordance with the Initial Sub-charter.

3.2

Documentary evidence that this Charter is or will be recorded as a financing charter in accordance with the laws and regulations of the Flag State (including, without limitation, a side letter to be entered into between the Owners and the Charterers as required by the competent authorities of the Flag State).

4	Legal opinions

4.1	A signed legal opinion of Watson Farley & Williams, legal advisers to the Owners on such matters on the laws of England as may be satisfactory to the Owners.

4.2	Signed legal opinions by lawyers appointed by the Owners on such matters on the laws of the Marshall Islands and Netherlands and any other jurisdictions as may be satisfactory to the Owners.

5	Deed of Release A copy of the duly executed Deed of Release.

6	Others The Owners being satisfied that all conditions precedent or documents or evidence specified in Schedule 1 to the MOA have been satisfied or provided in form and substance satisfactory to the Owners.

1	Security Interests Not later than five (5) Business Days after the Commencement Date, documentary evidence that the Security Interests intended to be created by each of the Security Documents have been duly perfected under applicable law (as applicable).

2	Legal opinions Not later than three (3) Business Days after the Commencement Date, issued signed copies of the legal opinions referred to in paragraph 4 of Part B of Schedule 2 of this Charter.

3	Insurances

3.1

Not later than five (5) Business Days after the Commencement Date, receipt of copies of the executed letters of undertaking and certificates of entry (as the case may be) relating to insurances as set out in Clause 39 – (Insurance) acknowledged by the relevant insurer, insurance broker, protection and indemnity association or war risks association (as the case may be), each in the agreed form under paragraph 5.2 of Part A of Schedule 2 of this Charter.

3.2	Not later than ten (10) Business Days after the Commencement Date, the signed insurance report in the form agreed under paragraph 5 of Part A of Schedule 2 of this Charter.

The Vessels	The Owners	The Charterers	The Charters
m.v. Eco Malibu with IMO number 9902823 (“Vessel A”)	Lustre 6 Holding Limited, a corporation with registration number C-128841 and incorporated under the law of the Republic of Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia (“Owner A”)	ATHENEAN EMPIRE INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 104090 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (“Charterer A”)	Bareboat charter entered or to be entered into between Owner A and Charterer A in respect of Vessel A, as amended and/or supplemented from time to time (“Charter A”)
m.v. Eco Oceano CA with IMO number 9794020 (“Vessel B”)	Lustre 3 Holding Limited, a corporation with registration number C-128838 and incorporated under the law of the Republic of Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia (“Owner B”)	ECO OCEANO CA INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 107152 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (“Charterer B”)	Bareboat charter entered or to be entered into between Owner B and Charterer B in respect of Vessel B, as amended and/or supplemented from time to time (“Charter B”)
m.v. Eco West Coast with IMO number 9902811 (“Vessel C”)	Lustre 4 Holding Limited, a corporation with registration number C-128839 and incorporated under the law of the Republic of Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia (“Owner C”)	ROMAN EMPIRE INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 104089 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (“Charterer C”)	Bareboat charter entered or to be entered into between Owner C and Charterer C in respect of Vessel C, as amended and/or supplemented from time to time (“Charter C”)
m.v. Julius Caesar with IMO number 9912244 (“Vessel D”)	Lustre 1 Holding Limited, a corporation with registration number C-128836 and incorporated under the law of the Republic of Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia (“Owner D”)	JULIUS CAESAR INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 104940 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (“Charterer D”)	Bareboat charter entered or to be entered into between Owner D and Charterer D in respect of Vessel D, as amended and/or supplemented from time to time (“Charter D”)
m.v. Legio X Equestris with IMO number 9912256 (“Vessel E”)	Lustre 2 Holding Limited, a corporation with registration number C-128837 and incorporated under the law of the Republic of Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia (“Owner E”)	LEGIO X INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 107059 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (“Charterer E”)	Bareboat charter entered or to be entered into between Owner E and Charterer E in respect of Vessel E, as amended and/or supplemented from time to time (“Charter E”)
m.v. Eco Marina Del Rey with IMO number 9798349 (“Vessel F”)	Lustre 5 Holding Limited, a corporation with registration number C-128840 and incorporated under the law of the Republic of Liberia with having its registered address at 80 Broad Street, Monrovia, Liberia (“Owner F”)	PCH DREAMING INC., a corporation incorporated under the laws of the Republic of Marshall Islands with registration number 94703 whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (“Charterer F”)	Bareboat charter entered or to be entered into between Owner F and Charterer F in respect of Vessel F, as amended and/or supplemented from time to time (“Charter F”)

(a)	We confirm that we were, and the operation of the Vessel and, to the best of our knowledge, each sub-charterer and any other relevant third party was, in compliance with the Russian Oil Price Cap Measures.

(b)	We attest that, with respect to the Voyage:

(i)

we have received and retained price information demonstrating that the Russian Oil Products were purchased at or below the relevant price cap; or

(ii)

where not practicable to request and receive such information, we have obtained a signed attestation from our sub-charterer or other relevant counterparty that the Russian Oil Products were purchased at or below the relevant price cap; or

(iii)

we have received a signed attestation from our sub-charterer or other relevant counterparty that the purchase of Russian Oil Products was done pursuant to a license or a derogation.

OWNERS
SIGNED by	)
duly authorized attorney-in-fact	)
for and on behalf of	)
LUSTRE 4 HOLDING LIMITED	)
in the presence of:	)
Witness' signature:
Witness' name:
Witness' address:

CHARTERERS
SIGNED by	)
duly authorized attorney-in-fact	)
for and on behalf of	)
ROMAN EMPIRE INC.	)
in the presence of:	)
Witness' signature:
Witness' name:
Witness' address: