Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Acceleration Event" means the occurrence of an Event of Default (as defined in the Indenture) followed by the acceleration of the maturity of the Notes in accordance with the terms of the Indenture, whether by declaration of the Trustee or the holders of the requisite percentage of aggregate principal am

Section 1.2 — Interpretation (a) The headings in this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction of any provision of this Agreement. (b) Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing any gender include all genders, and references to "persons" include individuals, corporations,

Section 1.3 — Relationship to Other Transaction Documents (a) This Agreement supplements, and does not supersede, the Indenture, the Security Documents, or the Guarantees. It is the intention of the parties that this Agreement, the Indenture, the Security Documents, and the other Transaction Documents be read together and construed as a coherent and integrated set of contractual arrangements governing the issuance, g

ARTICLE 2 — RANKING AND PRIORITY

Section 2.1 — Priority of Secured Obligations The Notes Liabilities shall rank pari passu with the Hedging Liabilities in right of payment from the Collateral, in each case subject to and in accordance with the Waterfall set forth in Article 6. Both the Notes Liabilities and the Hedging Liabilities are secured on a first-priority basis by the same Collateral, and no Secured Party shall have any priority of payment ov

Section 2.2 — No Subordination Among Notes and Hedging Liabilities The Notes Liabilities and the Hedging Liabilities shall be secured equally and ratably by the Collateral. No Secured Party shall be entitled to claim any priority, preference, or seniority over any other Secured Party in respect of the Collateral, except that, as set forth in Sections 6.1(a) and 6.1(b) of this Agreement, the unpaid fees, costs, expens

Section 2.3 — Security Agent as Holder of Security (a) All security created by or arising under the Security Documents is granted to and held by the Security Agent on behalf of all Secured Parties. The Security Agent holds legal title to the Collateral as agent and trustee for the Secured Parties, and the beneficial interest in the Collateral is vested in the Secured Parties in proportion to their respective Secured

Section 2.4 — Future Secured Indebtedness (a) The parties acknowledge that the Indenture permits the Co-Issuers and the Guarantors to incur additional indebtedness subject to the incurrence-based leverage test (maximum Total Net Leverage Ratio of 3.50x). If any such future indebtedness is to be secured by the Collateral and to benefit from the provisions of this Agreement, such indebtedness may be included within the

ARTICLE 3 — THE SECURITY AGENT

Section 3.1 — Appointment and Authorization (a) Each of the Trustee (on behalf of and for the benefit of the holders of the Notes) and each Permitted Hedging Counterparty (on behalf of itself) hereby appoints Atlas Collateral Agency Pte. Ltd. as Security Agent to hold, administer, maintain, protect, and (when directed in accordance with this Agreement) enforce the Collateral on behalf of all Secured Parties. (b) The

Section 3.2 — Duties and Standard of Care (a) The Security Agent shall act in accordance with the instructions of the Instructing Group (as defined in Section 3.4) and shall not be required to exercise any independent judgment or discretion in the performance of its duties hereunder, except as specifically required by this Agreement, the Security Documents, or applicable law. (b) In performing its duties hereunder, t

Section 3.3 — Reliance and Protections (a) The Security Agent may rely without liability upon any certificate, opinion, notice, request, consent, direction, instruction, or other communication (including any delivered by facsimile, electronic mail, or other electronic means) reasonably believed by it to be genuine and correct and to have been signed, sent, or given by or on behalf of the proper person or persons, inc

Section 3.4 — Instructing Group (a) For the purposes of this Agreement, "Instructing Group" means: (i) the Trustee, acting on instructions received from the holders of at least a majority in aggregate principal amount of the outstanding Notes, with respect to matters relating to the Notes Liabilities; and (ii) each Permitted Hedging Counterparty, acting on its own behalf, with respect to matters relating to its own H

Section 3.5 — Resignation and Replacement of Security Agent (a) The Security Agent may resign from its appointment hereunder by giving not less than ninety (90) days' prior written notice to the Trustee and the Co-Issuers. Such resignation shall take effect upon the appointment of a successor Security Agent in accordance with this Section 3.5. (b) Upon receipt of a notice of resignation from the Security Agent, the T

Section 3.6 — Fees and Expenses of Security Agent (a) All reasonable and documented fees, costs, expenses, and disbursements of the Security Agent (including, without limitation, the legal fees and disbursements of counsel engaged by the Security Agent) incurred in connection with the preparation, negotiation, execution, delivery, administration, and enforcement of this Agreement and the Security Documents shall be b

Section 3.7 — Indemnification of Security Agent (a) The Co-Issuers and the Guarantors hereby jointly and severally agree to indemnify and hold harmless the Security Agent and each of its officers, directors, employees, agents, and representatives (collectively, the "Security Agent Indemnified Persons") from and against any and all losses, liabilities, damages, claims, costs, and expenses (including, without limitatio

Section 4.1 — Role of the Trustee Under This Agreement (a) The Trustee acts under this Agreement in its capacity as trustee under the Indenture on behalf of and for the benefit of the holders of the Notes. The Trustee does not act in any other capacity under this Agreement and shall not be deemed to be an agent or representative of any individual holder of the Notes. (b) In consideration of the Trustee's agreement to

Section 4.2 — Instructions to Security Agent (a) The Trustee shall deliver Enforcement Instruction Notices, consents, waivers, directions, and other instructions to the Security Agent only when and to the extent directed by the requisite percentage of holders of the outstanding Notes as specified in the Indenture. Without limiting the generality of the foregoing: (i) for the delivery of an Enforcement Instruction Not

Section 4.3 — Trustee Not Liable for Security Agent Actions (a) The Trustee shall not be liable for any act, omission, default, or negligence of the Security Agent, whether in connection with the holding, administration, or enforcement of the Collateral or otherwise. (b) There shall be no joint or vicarious liability as between the Trustee and the Security Agent. Each of the Trustee and the Security Agent acts in its

Section 4.4 — Indemnification of Trustee (a) The Co-Issuers and the Guarantors hereby jointly and severally agree to indemnify and hold harmless the Trustee and each of its officers, directors, employees, agents, and representatives (collectively, the "Trustee Indemnified Persons") from and against any and all losses, liabilities, damages, claims, costs, and expenses (including, without limitation, reasonable legal f

ARTICLE 5 — ENFORCEMENT OF SECURITY

Section 5.1 — Pre-Enforcement Period (a) Prior to the occurrence of an Event of Default under the Indenture, no Secured Party and no agent acting on behalf of any Secured Party (including the Security Agent) shall take any Enforcement Action with respect to any Collateral. (b) During the pre-enforcement period, the Collateral shall remain subject to the rights of the Obligors to use, operate, employ, charter, and ins

Section 5.2 — Triggering of Enforcement Rights (a) Following the occurrence and during the continuance of an Event of Default under the Indenture: (i) the Trustee, upon receipt of instructions from holders of at least twenty-five percent (25%) in aggregate principal amount of the outstanding Notes, may (and if so instructed, shall) deliver an Enforcement Instruction Notice to the Security Agent in accordance with thi

Section 5.3 — Enforcement Standstill (a) Standstill Period. Following the occurrence of an Event of Default under the Indenture, but before the delivery of an Enforcement Instruction Notice by the Trustee to the Security Agent, no individual Secured Party (including any Permitted Hedging Counterparty) may independently take any Enforcement Action with respect to any Collateral for a period of one hundred and eighty (

Section 5.4 — Manner of Enforcement (a) The Security Agent shall conduct all Enforcement Actions in a commercially reasonable manner, giving due consideration to: (i) the nature, type, condition, and location of the Collateral Vessels at the time of enforcement, including the availability of suitable ports or jurisdictions for vessel arrest, sale, or foreclosure; (ii) prevailing shipping market conditions at the time

Section 5.5 — Restriction on Individual Enforcement (a) No Secured Party (including any Permitted Hedging Counterparty) may independently pursue enforcement remedies against any Collateral, whether by way of legal proceedings, set-off, attachment, arrest, or otherwise, except through the Security Agent as contemplated by this Agreement. This restriction applies regardless of whether the Standstill Period has expired

Section 5.6 — Exercise of Voting Rights in Pledged Shares (a) Prior to the delivery of an Enforcement Instruction Notice by the Trustee to the Security Agent, all voting rights and other governance rights attached to the pledged shares of Thalassa Finance Pte. Ltd. and each Guarantor Subsidiary shall remain exercisable by the Obligors (or such other persons as are entitled to exercise such rights under the organizati

Section 5.7 — Release of Collateral Pursuant to Permitted Asset Sales (a) Collateral may be released from the security created by the Security Documents without the consent of the Secured Parties if the applicable disposition of Collateral constitutes a Permitted Asset Sale that complies with the asset sale covenant set forth in the Indenture. Without limiting the generality of the foregoing, the asset sale covenant

ARTICLE 6 — APPLICATION OF PROCEEDS (WATERFALL)

Section 6.1 — Waterfall of Enforcement Proceeds All Enforcement Proceeds received by the Security Agent (net of any costs of realization paid or payable by the Security Agent in connection with the relevant Enforcement Action) shall be held by the Security Agent in a segregated account and applied in the following order of priority: (a) First: To the payment of all unpaid fees, costs, expenses, and indemnification ob

Section 6.2 — Calculation of Pro Rata Shares (a) For purposes of the pro rata allocation under Section 6.1(c), the Trustee shall provide to the Security Agent a written certification of the aggregate Notes Liabilities outstanding as of the relevant distribution date, calculated in accordance with the terms of the Indenture. Such certification shall set forth, in reasonable detail: (i) the outstanding principal amount

Section 6.3 — Interim Distributions (a) The Security Agent may make interim distributions of Enforcement Proceeds as and when received, without waiting for the completion of all Enforcement Actions or the realization of all Collateral. (b) In making interim distributions, the Security Agent shall retain a reasonable reserve for: (i) anticipated costs, expenses, and fees of continuing Enforcement Actions; (ii) any amo

Section 6.4 — Currency Conversion (a) All Enforcement Proceeds received by the Security Agent in currencies other than United States Dollars shall be converted into United States Dollars at the spot exchange rate prevailing in the Singapore interbank foreign exchange market at the time of receipt (or, if such rate is not available, at such other commercially reasonable rate as the Security Agent may determine in good

Section 6.5 — Surplus Any surplus Enforcement Proceeds remaining after the indefeasible payment in full in cash of all Secured Obligations (including all Notes Liabilities and all Hedging Liabilities) and all amounts described in Sections 6.1(a) and 6.1(b) shall be paid to the Obligors or as otherwise directed in writing by the Co-Issuers, subject to the requirements of applicable law and any order of a court of comp

ARTICLE 7 — PERMITTED HEDGING OBLIGATIONS