Contract analysis

Section 1. Authority and Capacity. The undersigned, Marcus Hale, certifies that he is the duly elected, qualified, and acting President of Thalassa Americas Inc., a position he has held since February 1, 2020. He is authorized to execute and deliver this Officer's Certificate on behalf of TAI pursuant to the resolutions of the Board of Directors of TAI adopted at a meeting duly noticed and held on March 10, 2023, as

Section 2. Representations and Warranties — Truth and Correctness. The undersigned hereby certifies that each of the representations and warranties made by TAI in the RSA dated March 14, 2023, Amendment No. 1 to the Senior Secured Credit Agreement dated May 15, 2023, and each of the other Transaction Documents to which TAI is a party, is true and correct in all material respects as of the date hereof, June 30, 2023,

Section 3. No Default or Event of Default. The undersigned hereby certifies that, after giving effect to the RSA Transactions and the consummation thereof as of the date hereof, June 30, 2023, no Default or Event of Default (as each such term is defined in the Senior Secured Credit Agreement, as amended by the Amendment) under the Senior Secured Credit Agreement (as amended by Amendment No. 1) has occurred and is con

Section 4. Satisfaction of Conditions Precedent. The undersigned hereby certifies that, to his knowledge after reasonable inquiry, all conditions precedent to the effectiveness of the RSA Transactions, as set forth in the RSA and the Transaction Documents, have been satisfied or, where applicable, waived by the party or parties entitled to grant such waiver, including, without limitation, the following: (a) Amendment

Section 5. Litigation and Material Adverse Change. The undersigned hereby certifies that, as of the date hereof, there are no actions, suits, proceedings, claims, arbitrations, or investigations pending before any court, governmental authority, regulatory body, or arbitral tribunal, or, to the knowledge of the undersigned, threatened in writing against TAI or any of its properties or assets, that (i) would reasonably

Section 6. Compliance with Laws. The undersigned hereby certifies that TAI is in compliance in all material respects with all applicable laws, statutes, rules, regulations, orders, writs, injunctions, judgments, and decrees of any court, governmental authority, or regulatory body applicable to TAI and its business, operations, properties, and assets, including, without limitation: (a) all applicable federal, state, a

Section 7. Senior Secured Debt Outstanding (Post-Amendment). The undersigned hereby certifies that, as of the Closing Date, after giving effect to the Amendment and the RSA Transactions, the outstanding indebtedness of the Company Parties under the Senior Secured Credit Facility (as amended by Amendment No. 1) is as set forth in the following summary: With respect to the Revolving Credit Facility, the undersigned not

Section 8. Reliance. This Officer's Certificate is delivered to Nordbank International AG, in its capacity as Administrative Agent and Collateral Agent under the Senior Secured Credit Agreement, and to each of the Consenting Lenders, in satisfaction of the closing conditions set forth in Section 7.01(c) of the RSA and Section 4.02(d) of the Amendment, and in furtherance of the closing conditions contained in the othe

Section 9. Personal Knowledge and Capacity Limitation. The certifications, representations, and warranties contained in this Certificate are made by Marcus Hale solely in his capacity as the President of Thalassa Americas Inc. and not in his individual or personal capacity. Nothing contained herein shall be construed to impose any personal liability on the undersigned in connection with the certifications made herein