Exhibit
4.8


 


Dated
23 February 2018


  


$20,500,000


TERM
LOAN FACILITY


  


FOURTHONE
CORP.


SECONDONE
CORP. and


THIRDONE
CORP.


as
joint and several Borrowers


 


and


 


PYXIS
TANKERS INC.


as
Corporate Guarantor


 


and


 


AMSTERDAM
TRADE BANK N.V.


as
Arranger


 


and


 


AMSTERDAM
TRADE BANK N.V.


as
Facility Agent


 


and


 


AMSTERDAM
TRADE BANK N.V.


as
Security Agent


 


Facility
Agreement


 


relating
to

the refinancing of the existing indebtedness

secured on m.vs “PYXIS MALOU”, “NORTHSEA ALPHA” and “NORTHSEA BETA”


 





 




    	 



    	 



    

 


Index


 





	Clause	 	Page




 


	Section 1 Interpretation	2
	1   	Definitions
    and Interpretation	2
	Section 2 The Facility	26
	2   	The
    Facility	26
	3   	Purpose	27
	4   	Conditions
    of Utilisation	27
	Section 3 Utilisation	29
	5   	Utilisation	29
	Section 4 Repayment, Prepayment
    and Cancellation	31
	6   	Repayment	31
	7   	Prepayment
    and Cancellation	32
	Section 5 Costs of Utilisation	36
	8   	Interest	36
	9   	Interest
    Periods	37
	10   	Changes
    to the Calculation of Interest	38
	11   	Fees	40
	Section 6 Additional Payment Obligations	42
	12   	Tax
    Gross Up and Indemnities	42
	13   	Increased
    Costs	46
	14   	Other
    Indemnities	48
	15   	Mitigation
    by the Finance Parties	51
	16   	Costs
    and Expenses	52
	Section 7 Guarantee	53
	17   	Guarantee
    and Indemnity - Corporate Guarantor	53
	18  	Joint
    and Several Liability of the Borrowers	56
	Section 8 Representations, Undertakings
    and Events of Default	58
	19   	Representations	58
	20   	Information
    Undertakings	65
	21   	Financial
    Covenants	68
	22   	General
    Undertakings	68
	23   	Insurance
    Undertakings	74
	24   	General
    Ship Undertakings	79
	25   	Security
    Cover	84
	26   	Accounts
    and application of Earnings	86
	27   	Events
    of Default	88
	Section 9 Changes to Parties	93
	28   	Changes
    to the Lenders	93
	29   	Changes
    to the Transaction Obligors	97
	Section 10 The Finance Parties	99
	30   	The
    Facility Agent, the Arranger and the Reference Banks	99
	31   	The
    Security Agent	109
	32   	Conduct
    of Business by the Finance Parties	125
	33   	Sharing
    among the Finance Parties	125
	Section 11 Administration	127
	34   	Payment
    Mechanics	127
	35   	Set-Off	130
	36   	Bail-In	130



 






    	 



    	 



    

 


	37   	Notices	131
	38   	Calculations
    and Certificates	133
	39   	Partial
    Invalidity	133
	40   	Remedies
    and Waivers	133
	41   	Settlement
    or Discharge Conditional	133
	42   	Irrevocable
    Payment	134
	43   	Amendments
    and Waivers	134
	44   	Confidential
    Information	136
	45   	Confidentiality
    of Funding Rates and Reference Bank Quotations	140
	46   	Counterparts	141
	Section 12 Governing Law and Enforcement	142
	47   	Governing
    Law	142
	48   	Enforcement	142


 


Schedules


 




	Schedule 1 The Parties	143
	 	Part
    A The Obligors	143
	 	Part
    B The Original Lenders	144
	 	Part
    C The Servicing Parties	145
	Schedule 2 Conditions Precedent
    and Conditions Subsequent	146
	 	Part
    A Conditions Precedent to Utilisation Request	146
	 	Part
    B Conditions Precedent to the Utilisation of Tranches	148
	 	Part
    C Conditions Subsequent	150
	Schedule 3 Requests	151
	 	Part
    A Utilisation Request	151
	 	Part
    B Selection Notice	153
	Schedule 4 Form of Transfer Certificate	154
	Schedule 5 Form of Assignment Agreement	156
	Schedule 6 Form of Compliance Certificate	159
	Schedule 7 Timetable	160
	Schedule 8 Vessel Report	161


 


Execution


 




	Execution
    Pages	162


 




    	 



    	 



    

 


THIS
AGREEMENT is made on 23 February 2018


 


Parties


 


		(1)	FOURTHONE
                                         CORP., a corporation currently incorporated in the Republic of The Marshall Islands
                                         whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
                                         MH96960, Majuro, Marshall Islands as borrower, such corporation to be re-domiciled to
                                         the Republic of Malta on the Re-domiciliation Date and named Fourthone Corporation Ltd.
                                         and to have its registered address at Mayflower Court, The Penthouse No 8, St Aloysius
                                         Street, Msida MSD 1465, Malta (“Borrower A”);



 


		(2)	SECONDONE
                                         CORP., a corporation currently incorporated in the Republic of The Marshall Islands
                                         whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
                                         MH96960, Majuro, Marshall Islands as borrower, such corporation to be re-domiciled to
                                         the Republic of Malta on the Re-domiciliation Date and named Secondone
                                         Corporation Ltd. and to have its registered address at Mayflower Court, The Penthouse
                                         No 8, St Aloysius Street, Msida MSD 1465, Malta (“Borrower B”);



 


		(3)	THIRDONE
                                         CORP., a corporation currently incorporated in the Republic of The Marshall Islands
                                         whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
                                         MH96960, Majuro, Marshall Islands as borrower, such corporation to be re-domiciled to
                                         the Republic of Malta on the Re-domiciliation Date and named Thirdone
                                         Corporation Ltd. and to have its registered address at Mayflower Court, The Penthouse
                                         No 8, St Aloysius Street, Msida MSD 1465, Malta (“Borrower C” and
                                         together with Borrower A and Borrower B, the “Borrowers” and each,
                                         a “Borrower”);



 


		(4)	PYXIS
                                         TANKERS INC., a corporation incorporated in the Republic of The Marshall Islands
                                         whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
                                         MH96960, Majuro, Marshall Islands and listed on the NASDAQ Capital Market with the ticker
                                         symbol “PXS” as corporate guarantor (the “Corporate Guarantor”);



 


		(5)	AMSTERDAM
                                         TRADE BANK N.V. as arranger (the “Arranger”);



 


		(6)	THE
                                         FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders
                                         (the “Original Lenders”);



 


		(7)	AMSTERDAM
                                         TRADE BANK N.V. as agent of the other Finance Parties (the “Facility Agent”);
                                         and



 


		(8)	AMSTERDAM
                                         TRADE BANK N.V. as security agent for the Secured Parties (the “Security
                                         Agent”).



 


Background


 


The
Lenders have agreed to make available to the Borrowers a facility of up to the lesser of (i) $20,500,000 and (ii) the aggregate
of 62.50 per cent. of the Market Value of the Ships in three Tranches for the purpose of refinancing the Existing Indebtedness
secured on (inter alia) the Ships by (inter alios) the Borrowers.


 


Operative
Provisions


 




    	 



    	 



    

 


Section
1



Interpretation





 


		1	Definitions
                                         and Interpretation



 


		1.1	Definitions



 


In
this Agreement:


 


“Account
Bank” means Amsterdam Trade Bank N.V. acting through its office at World Trade Center Tower I, Level 6, Strawinskylaan
1939, 1077 XX Amsterdam, The Netherlands or any replacement bank or other financial institution as may be approved by the Facility
Agent acting with the authorisation of the Majority Lenders.


 


“Accounts”
means, together, the Operating Accounts and the Maintenance Accounts.


 


“Account
Security” means a document creating Security over any Account in agreed form.


 


“Advance”
means a borrowing of all or part of a Tranche under this Agreement.


 


“Advisory
Fee” means the fee referred to in Clause 11.3 (Advisory fee).


 


“Affiliate”
means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that
Holding Company.


 


“Approved
Brokers” means Clarksons Valuations Limited, Braemar ACM Valuations Limited, Simpson Spence & Young Valuations Services
Ltd, Arrow Research Limited, Fearnleys Shipbrokers A/S, Maersk Broker K/S (or any of their direct associates) and any other firm
or firms of independent sale and purchase shipbrokers approved in writing by the Borrowers and the Facility Agent, acting with
the authorisation of the Majority Lenders.


 


“Approved
Classification” means, in relation to a Ship, as at the date of this Agreement, the relevant class notation awarded
by an Approved Classification Society (being the highest available class of that Approved Classification Society for that type
of ship) or the equivalent classification with another Approved Classification Society.


 


“Approved
Classification Society” means, in relation to a Ship, as at the date of this Agreement, Nippon Kaiji Kyokai or any other
classification society approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.


 


“Approved
Commercial Manager” means, in relation to a Ship, as at the date of this Agreement, Pyxis Maritime Corp., a corporation
incorporated in the Republic of The Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake
Island, MH96960, Majuro, Marshall Islands or any other person (including any Affiliate of any Transaction Obligor) approved in
writing by the Facility Agent, acting with the authorisation of the Majority Lenders, as the commercial manager of that Ship.


 


“Approved
Flag” means, in relation to a Ship, as at the date of this Agreement, the flag of the Republic of the Republic of Malta
or such other flag approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.


 




    	2



    	 



    

 


“Approved
Insurance Brokers” means Edge Brokers (London) Ltd. or any of its associates or any other firm or firms of insurance
brokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders, all acting reasonably.


 


“Approved
Manager” means, in relation to a Ship, the Approved Commercial Manager or the Approved Technical Manager of that Ship.


 


“Approved
Technical Manager” means, in relation to a Ship, as at the date of this Agreement, International Tanker Management Ltd.,
a corporation incorporated in Bermuda whose registered office is at Chancery Hall, 52 Reid Street, Hamilton HM12, Bermuda or any
other person (including any Affiliate of any Transaction Obligor) approved in writing by the Facility Agent, acting with the authorisation
of the Majority Lenders, as the technical and crew manager of that Ship.


 


“Arrangement
Fee” means the fee referred to in Clause 11.2 (Arrangement fee).


 


“Assignable
Charter” means, in relation to a Ship, any Charter related to that Ship which is for a remaining (at any relevant time)
term which exceeds 13 months (not inclusive of any optional extensions).


 


“Assignment
Agreement” means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement)
or any other form agreed between the relevant assignor and assignee.


 


“Authorisation”
means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.


 


“Availability
Period” means, in relation to a Tranche, the period from and including the date of this Agreement to and including the
date falling on the earlier of:


 


		(a)	the
                                         Utilisation Date;



 


		(b)	28
                                         February 2018 (or such later date as the Facility Agent may, acting upon the instructions
                                         of the Majority Lenders, agree with the Borrowers); and



 


		(c)	the
                                         date on which the Available Tranche, or any part thereof, is fully borrowed, cancelled
                                         or terminated in accordance with the terms of this Agreement.



 


“Available
Commitment” means a Lender’s Commitment minus:


 


		(a)	the
                                         amount of its participation in the outstanding Loan; and



 


		(b)	in
                                         relation to the Utilisation, the amount of its participation in any Advance that is due
                                         to be made on or before the Utilisation Date.



 


“Available
Facility” means the aggregate for the time being of each Lender’s Available Commitment.


 


“Available
Tranche” means, in relation to a Tranche, the aggregate for the time being of each Lender’s Available Commitment
in respect of that Tranche.


 


“Bail-In
Action” means the exercise of any Write-down and Conversion Powers.


 




    	3



    	 



    

 


“Bail-In
Legislation” means:


 


		(a)	in
                                         relation to an EEA Member Country which has implemented, or which at any time implements,
                                         Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution
                                         of credit institutions and investment firms, the relevant implementing law or regulation
                                         as described in the EU Bail-In Legislation Schedule from time to time; and



 


		(b)	in
                                         relation to any other state, any analogous law or regulation from time to time which
                                         requires contractual recognition of any Write-down and Conversion Powers contained in
                                         that law or regulation.



 


“Borrower”
means each of Borrower A, Borrower B and Borrower C.


 


“Balloon
Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan).


 


“Break
Costs” means the amount (if any) by which:


 


		(a)	the
                                         interest which a Lender should have received for the period from the date of receipt
                                         of all or any part of its participation in the Loan or an Unpaid Sum to the last
                                         day of the current Interest Period in relation to the Loan, the relevant part of the
                                         Loan or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on
                                         the last day of that Interest Period;



 


exceeds


 


		(b)	the
                                         amount which that Lender would be able to obtain by placing an amount equal to the principal
                                         amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank
                                         market for a period starting on the Business Day following receipt or recovery and ending
                                         on the last day of the current Interest Period.



 


“Business
Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam, London,
Athens and New York.


 


“Charter”
means, in relation to a Ship, any charter relating to that Ship, or other contract for its employment, whether or not already
in existence.


 


“Charter
Assignment” means, in relation to a Ship, the assignment creating Security over any Assignable Charter and any Charter
Guarantee related to that Ship, in the agreed form.


 


“Charterer”
means any person who, as charterer, is a party to a Charter.


 


“Charter
Guarantee” means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting
a Charter.


 


“Code”
means the US Internal Revenue Code of 1986.


 


“Commercial
Management Agreement” means the agreement entered into between a Borrower and the Approved Commercial Manager regarding
the commercial management of a Ship.


 




    	4



    	 



    

 


“Commitment”
means:


 


		(a)	in
                                         relation to an Original Lender, the amount set opposite its name under the heading “Commitment”
                                         in Part B of Schedule 1 (The Parties) and the amount of any other Commitment transferred
                                         to it under this Agreement; and



 


		(b)	in
                                         relation to any other Lender, the amount of any Commitment transferred to it under this
                                         Agreement,



 


to
the extent not cancelled, reduced or transferred by it under this Agreement.


 


“Compliance
Certificate” means a certificate in the form set out in Schedule 6 (Form of Compliance Certificate) or in any
other form agreed between the Borrowers and the Facility Agent.


 


“Confidential
Information” means all information relating to any Transaction Obligor, the Finance Documents or the Facility of which
a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance
Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:


 


		(a)	any
                                         Transaction Obligor or any of its advisers; or



 


		(b)	another
                                         Finance Party, if the information was obtained by that Finance Party directly or indirectly
                                         from any Transaction Obligor or any of its advisers,



 


in
whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording
information which contains or is derived or copied from such information but excludes:


 


		(i)	information
                                         that:



 


		(A)	is
                                         or becomes public information other than as a direct or indirect result of any breach
                                         by that Finance Party of Clause 44 (Confidential Information); or



 


		(B)	is
                                         identified in writing at the time of delivery as non-confidential by any Transaction
                                         Obligor or any of its advisers; or



 


		(C)	is
                                         known by that Finance Party before the date the information is disclosed to it in accordance
                                         with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after
                                         that date, from a source which is, as far as that Finance Party is aware, unconnected
                                         with a Transaction Obligor and which, in either case, as far as that Finance Party is
                                         aware, has not been obtained in breach of, and is not otherwise subject to, any obligation
                                         of confidentiality; and



 


		(ii)	any
                                         Funding Rate or Reference Bank Quotation.



 


“Confidentiality
Undertaking” means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time
to time or in any other form agreed between the Borrowers and the Facility Agent.


 




    	5



    	 



    

 


“Corresponding
Debt” means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection
with the Finance Documents.


 


“Deed
of Release” means, in respect of each Existing Facility Agreement, an unconditional and irrevocable deed of release
and reassignment of the obligations of the relevant Borrower under the relevant Existing Finance Documents to which it is a party
in the agreed form;


 


“Default”
means an Event of Default or a Potential Event of Default.


 


“Delegate”
means any delegate, agent, attorney or co-trustee appointed by the Security Agent.


 


“Disruption
Event” means either or both of:


 


		(a)	a
                                         material disruption to those payment or communications systems or to those financial
                                         markets which are, in each case, required to operate in order for payments to be made
                                         in connection with the Facility (or otherwise in order for the transactions contemplated
                                         by the Finance Documents to be carried out) which disruption is not caused by, and is
                                         beyond the control of, any of the Parties or, if applicable, any Transaction Obligor;
                                         or



 


		(b)	the
                                         occurrence of any other event which results in a disruption (of a technical or systems-related
                                         nature) to the treasury or payments operations of a Party or, if applicable, any Transaction
                                         Obligor preventing that, or any other, Party or, if applicable, any Transaction Obligor:



 


		(i)	from
                                         performing its payment obligations under the Finance Documents; or



 


		(ii)	from
                                         communicating with other Parties or, if applicable, any Transaction Obligor in accordance
                                         with the terms of the Finance Documents,



 


and
which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor
whose operations are disrupted.


 


“Document
of Compliance” has the meaning given to it in the ISM Code.


 


“dollars”
and “$” mean the lawful currency, for the time being, of the United States of America.


 


“Earnings”
means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower
or the Security Agent and which arise out of or in connection with or relate to the use or operation of that Ship, including (but
not limited to):


 


		(a)	the
                                         following, save to the extent that any of them is, with the prior written consent of
                                         the Facility Agent, pooled or shared with any other person:



 


		(i)	all
                                         freight, hire and passage moneys including, without limitation, all moneys payable under,
                                         arising out of or in connection with a Charter or a Charter Guarantee;



 


		(ii)	the
                                         proceeds of the exercise of any lien on sub-freights;



 


		(iii)	compensation
                                         payable to a Borrower or the Security Agent in the event of requisition of that Ship
                                         for hire or use;



 




    	6



    	 



    

 


		(iv)	remuneration
                                         for salvage and towage services;



 


		(v)	demurrage
                                         and detention moneys;



 


		(vi)	without
                                         prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments
                                         for variation or termination) of any charterparty or other contract for the employment
                                         of that Ship;



 


		(vii)	all
                                         moneys which are at any time payable under any Insurances in relation to loss of hire;



 


		(viii)	all
                                         monies which are at any time payable to a Borrower in relation to general average contribution;
                                         and



 


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



 


“EEA
Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.


 


“Environmental
Approval” means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.


 


“Environmental
Claim” means any claim by any governmental, judicial or regulatory authority or any other person which arises out of
an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose,
“claim” includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any
other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or
direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or
regulatory action, including the arrest or attachment of any asset.


 


“Environmental
Incident” means:


 


		(a)	any
                                         release, emission, spill or discharge into a Ship or into or upon the air, sea, land
                                         or soils (including the seabed) or surface water of Environmentally Sensitive Material
                                         within or from that Ship; or



 


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



 


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



 




    	7



    	 



    

 


“Environmental
Law” means any present or future law relating to pollution or protection of human health or the environment, to conditions
in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material
or to actual or threatened releases of Environmentally Sensitive Material.


 


“Environmentally
Sensitive Material” means and includes all contaminants, oil, oil products, toxic substances and any other substance
(including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting,
toxic or hazardous.


 


“EU
Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or
any successor person) from time to time.


 


“Event
of Default” means any event or circumstance specified as such in Clause 27 (Events of Default).


 


“Existing
Facility Agreement” means each of the Existing Facility Agreement A and the Existing Facility Agreement B and, in the
plural means, both of them;


 


“Existing
Facility Agreement A” means the loan agreement dated 12 December 2008 (as amended by a supplemental agreement dated
23 October 2015 and as may be further amended and supplemented from time to time) and made between Borrower A as borrower and
(ii) the Existing Lender as lender in respect of a loan facility of (originally) up to US$41,600,000
for the purposes therein specified.


 


“Existing
Facility Agreement B” means the loan agreement dated 26 September 2007 (as amended by a supplemental agreement dated
28 May 2010, a second supplemental agreement dated 1 December 2010, a third supplemental agreement dated 23 October 2015 and as
may be further amended and supplemented from time to time) and made between Borrower B and Borrower C as joint and several borrowers
and (ii) the Existing Lender as lender in respect of a loan facility of (originally) up to US$24,560,000
for the purposes therein specified.


 


“Existing
Finance Documents” means, in respect of each Existing Facility Agreement, the “Finance Documents” as such
term is defined in that Existing Facility Agreement;


 


“Existing
Indebtedness” means, together, the Existing Indebtedness A and the Existing Indebtedness B.


 


“Existing
Indebtedness A” means the Financial Indebtedness under the Existing Facility Agreement A.


 


“Existing
Indebtedness B” means the Financial Indebtedness under the Existing Facility Agreement B.


 


“Existing
Lender” means Commerzbank Aktiengesellschaft (legal successor of Deutsche Schiffsbank Aktiengesellschaft), acting through
its office at Domstrasse 18, 20095 Hamburg, Germany.


 




    	8



    	 



    

 


“Facility”
means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).


 


“Facility
Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes
a Lender (or, following that date, by not less than 5 Business Days’ written notice) as the office or offices through which
it will perform its obligations under this Agreement.


 


“FATCA”
means:


 


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



 


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



 


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



 


“FATCA
Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.


 


“FATCA
Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.


 


“Fee
Letter” means any letter or letters dated on or about the date of this Agreement between any of the Arranger, the Facility
Agent and the Security Agent and any Obligor setting out any of the fees referred to in Clause 11 (Fees).


 


“Finance
Document” means:


 


		(a)	this
                                         Agreement;



 


		(b)	any
                                         Fee Letter;



 


		(c)	the
                                         Utilisation Request;



 


		(d)	any
                                         Security Document;



 


		(e)	any
                                         other document which is executed for the purpose of establishing any priority or subordination
                                         arrangement in relation to the Secured Liabilities; or



 


		(f)	any
                                         other document designated as such by the Facility Agent and the Borrowers.



 


“Finance
Party” means the Facility Agent, the Security Agent, the Arranger or a Lender.


 


“Financial
Indebtedness” means any indebtedness for or in relation to:


 


		(a)	moneys
                                         borrowed;



 


		(b)	any
                                         amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;



 




    	9



    	 



    

 


		(c)	any
                                         amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures,
                                         loan stock or any similar instrument;



 


		(d)	the
                                         amount of any liability in relation to any lease or hire purchase contract which would,
                                         in accordance with GAAP, be treated as a balance sheet liability;



 


		(e)	receivables
                                         sold or discounted (other than any receivables to the extent they are sold on a non-recourse
                                         basis);



 


		(f)	any
                                         amount raised under any other transaction (including any forward sale or purchase agreement)
                                         of a type not referred to in any other paragraph of this definition having the commercial
                                         effect of a borrowing;



 


		(g)	any
                                         derivative transaction entered into in connection with protection against or benefit
                                         from fluctuation in any rate or price (and, when calculating the value of any derivative
                                         transaction, only the marked to market value (or, if any actual amount is due as a result
                                         of the termination or close-out of that derivative transaction, that amount) shall be
                                         taken into account);



 


		(h)	any
                                         counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or
                                         documentary letter of credit or any other instrument issued by a bank or financial institution;
                                         and



 


		(i)	the
                                         amount of any liability in relation to any guarantee or indemnity for any of the items
                                         referred to in paragraphs (a) to (h) above.



 


“Funding
Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (ii) of paragraph
(a) of Clause 10.4 (Cost of funds).


 


“GAAP”
means generally accepted accounting principles in the United States of America and including IFRS.


 


“General
Assignment” means, in relation to a Ship, the general assignment creating Security over that Ship’s Earnings,
its Insurances and any Requisition Compensation in relation to that Ship, in agreed form.


 


“Group”
means the Corporate Guarantor, the Borrowers and each Approved Manager that is not a third party manager and, in each case, any
of their respective Subsidiaries and “member of the Group” shall be construed accordingly.


 


“Holding
Company” means, in relation to a person, any other person in relation to which it is a Subsidiary.


 


“IFRS”
means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant
financial statements.


 


“Indemnified
Person” has the meaning given to it in Clause 14.2 (Other indemnities).


 


“Insurances”
means, in relation to a Ship:


 


		(a)	all
                                         policies and contracts of insurance, including entries of that Ship in any protection
                                         and indemnity or war risks association, effected in relation to that Ship, that Ship’s
                                         Earnings or otherwise in relation to that Ship whether before, on or after the date of
                                         this Agreement; and



 




    	10



    	 



    

 


		(b)	all
                                         rights and other assets relating to, or derived from, any of such policies, contracts
                                         or entries, including any rights to a return of premium and any rights in relation to
                                         any claim whether or not the relevant policy, contract of insurance or entry has expired
                                         on or before the date of this Agreement.



 


“Interest
Payment Date” has the meaning given to it in paragraph (a) of Clause 8.2 (Payment of interest).


 


“Interest
Period” means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 9 (Interest
Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).


 


“Interpolated
Screen Rate” means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal
places as the two relevant Screen Rates) which results from interpolating on a linear basis between:


 


		(a)	the
                                         applicable Screen Rate for the longest period (for which that Screen Rate is available)
                                         which is less than the Interest Period of the Loan or that part of the Loan; and



 


		(b)	the
                                         applicable Screen Rate for the shortest period (for which that Screen Rate is available)
                                         which exceeds the Interest Period of the Loan or that part of the Loan,



 


each
as of the Specified Time for dollars.


 


“ISM
Code” means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including
the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented
from time to time.


 


“ISPS
Code” means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s
(IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.


 


“ISSC”
means an International Ship Security Certificate issued under the ISPS Code.


 


“Lender”
means:


 


		(a)	any
                                         Original Lender; and



 


		(b)	any
                                         bank, financial institution, trust, fund or other entity which has become a Party in
                                         accordance with Clause 28 (Changes to the Lenders),



 


which
in each case has not ceased to be a Party in accordance with this Agreement.


 


“LIBOR”
means, in relation to the Loan or any part of the Loan:


 


		(a)	the
                                         applicable Screen Rate as of the Specified Time for dollars and for a period equal in
                                         length to the Interest Period of the Loan or that part of the Loan; or



 




    	11



    	 



    

 


		(b)	as
                                         otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),



 


and
if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.


 


“LMA”
means the Loan Market Association.


 


“Loan”
means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the
borrowings under the Facility and a “part of the Loan” means an Advance, a Tranche or any other part of the
Loan as the context may require.


 


“Maintenance
Account” means, in relation to a Borrower:


 


		(a)	an
                                         account in the name of that Borrower with the Account Bank designated “[name
                                         of Borrower] - Maintenance Account” which at the date of this Agreement is
                                         non- interest bearing but which may in the future be converted into an interest-bearing
                                         account once the Account Bank is in a position to provide the relevant product to that
                                         Borrower; or



 


		(b)	any
                                         other account in the name of that Borrower with the Account Bank which may, with the
                                         prior written consent of the Facility Agent, be opened in the place of the account referred
                                         to in paragraph (a) above, irrespective of the number or designation of such replacement
                                         account; or



 


		(c)	any
                                         sub-account of any account referred to in paragraphs (a) or (b) above.



 


“Major
Casualty” means, in relation to a Ship, any casualty to that Ship in relation to which the claim or the aggregate of
the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $650,000 or the equivalent
in any other currency.


 


“Majority
Lenders” means:


 


		(a)	if
                                         no Advance has yet been made, a Lender or Lenders whose Commitments aggregate in amount
                                         equal to or more than 662⁄3 per cent. of the Total Commitments; or



 


		(b)	at
                                         any other time, a Lender or Lenders whose participations in the Loan aggregate in amount
                                         equal to or more than 662⁄3 per cent. of the amount of the Loan then outstanding
                                         or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations
                                         in the Loan immediately before repayment or prepayment in full aggregate in amount equal
                                         to or more than 662⁄3 per cent. of the Loan immediately before such repayment.



 


“Management
Agreement” means, in relation to a Ship, the Technical Management Agreement or the Commercial Management Agreement relating
to that Ship.


 


“Manager’s
Undertaking” means, in relation to a Ship, the letter of undertaking and assignment of insurances from its Approved
Technical Manager and the letter of undertaking and assignment of insurances from its Approved Commercial Manager subordinating
the rights of such Approved Technical Manager and such Approved Commercial Manager respectively against that Ship and the Borrower
owning that Ship to the rights of the Finance Parties in agreed form.


 




    	12



    	 



    

 


“Margin”
means 4.65 per cent. per annum.


 


“Market
Value” means, in relation to a Ship or any other vessel, at any date, the market value of that Ship or vessel shown
by the average of 2 valuations (each at the cost of the Borrowers) each prepared:


 


		(a)	as
                                         at a date not more than 14 days previously;



 


		(b)	by
                                         an Approved Broker (one of which is appointed by the Facility Agent and the other by
                                         the Borrowers);



 


		(c)	with
                                         or without physical inspection of that Ship or vessel (as the Facility Agent may require);
                                         and



 


		(d)	on
                                         the basis of a sale for prompt delivery for cash on normal arm’s length commercial
                                         terms as between a willing seller and a willing buyer, free of any charter,



 


Provided
that if the higher of the two values is more than 120 per cent. of the other value, the Facility Agent shall (at the cost
of the Borrowers) obtain a third valuation from an Approved Broker in which case the Market Value shall be the average of all
3 such valuations.


 


“Material
Adverse Effect” means a material adverse effect on:


 


		(a)	the
                                         business, operations, property, condition (financial or otherwise) or prospects of any
                                         Obligor or the Obligors as a whole; or



 


		(b)	the
                                         ability of any Obligor to perform its obligations under any Finance Document; or



 


		(c)	the
                                         validity or enforceability of, or the effectiveness or ranking of any Security granted
                                         or intended to be granted pursuant to any of, the Finance Documents or the rights or
                                         remedies of any Finance Party under any of the Finance Documents.



 


“Maltese
Shares Security” means, in relation to a Borrower, a document creating Security over the Marshall Islands share capital
of that Borrower in agreed form.


 


“Marshall
Islands Shares Security” means, in relation to a Borrower, a document creating Security over the Maltese share capital
of that Borrower in agreed form.


 


“Minimum
Liquidity Amount” has the meaning given to it in Clause 21.1 (Minimum Liquidity).


 


“Month”
means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month,
except that:


 


		(a)	(subject
                                         to paragraph (c) below) if the numerically corresponding day is not a Business Day, that
                                         period shall end on the next Business Day in that calendar month in which that period
                                         is to end if there is one, or if there is not, on the immediately preceding Business
                                         Day;



 


		(b)	if
                                         there is no numerically corresponding day in the calendar month in which that period
                                         is to end, that period shall end on the last Business Day in that calendar month; and



 


		(c)	if
                                         an Interest Period begins on the last Business Day of a calendar month, that Interest
                                         Period shall end on the last Business Day in the calendar month in which that Interest
                                         Period is to end.



 




    	13



    	 



    

 


The
above rules will only apply to the last Month of any period.


 


“Mortgage”
means, in relation to a Ship, a first priority, or as the case may be, preferred ship mortgage on that Ship and, if required by
the laws of the relevant Approved Flag, the deed of covenants collateral to the mortgage in agreed form.


 


“Mortgaged
Ship” means a Ship which is subject to a Mortgage at the relevant time and, in the plural, means all of them.


 


“Next
Special Survey” has the meaning set out in Clause 26.4 (Transfers to the Maintenance Accounts).


 


“Obligor”
means a Borrower or the Corporate Guarantor.


 


“Operating
Account” means, in relation to a Borrower:


 


		(a)	an
                                         account in the name of that Borrower with the Account Bank designated “[name
                                         of Borrower] -Operating Account” which at the date of this Agreement is non-
                                         interest bearing but which may in the future be converted into an interest-bearing account
                                         once the Account Bank is in a position to provide the relevant product to that Borrower;



 


		(b)	any
                                         other account in the name of that Borrower with the Account Bank which may, with the
                                         prior written consent of the Facility Agent, be opened in the place of the account referred
                                         to in paragraph (a) above, irrespective of the number or designation of such replacement
                                         account; or



 


		(c)	any
                                         sub-account of any account referred to in paragraphs (a) or (b) above.



 


“Original
Financial Statements” means in relation to each Borrower and the Corporate Guarantor, its audited financial statements
for the financial year ended 31 December 2016.


 


“Overseas
Regulations” means the Overseas Companies Regulations 2009 (SI 2009/1801).


 


“Parallel
Debt” means any amount which an Obligor owes to the Security Agent under Clause 31.2 (Parallel Debt (Covenant to
pay the Security Agent)) or under that clause as incorporated by reference or in full in any other Finance Document.


 


“Participating
Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with
legislation of the European Union relating to Economic and Monetary Union.


 


“Party”
means a party to this Agreement.


 


“Perfection
Requirements” means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations
and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability
(as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document.


 




    	14



    	 



    

 


“Permitted
Charter” means, in relation to a Ship, a Charter:


 


		(a)	which
                                         is a time, voyage or consecutive voyage charter;



 


		(b)	the
                                         duration of which does not exceed 13 months plus a redelivery allowance of not more than
                                         30 days;



 


		(c)	which
                                         is entered into on bona fide arm’s length terms at the time at which that
                                         Ship is fixed; and



 


		(d)	in
                                         relation to which not more than two months’ hire is payable in advance,



 


and
any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.


 


“Permitted
Financial Indebtedness” means:


 


		(a)	any
                                         Financial Indebtedness incurred under the Finance Documents; and



 


		(b)	at
                                         all times until the Utilisation Date, the Existing Indebtedness.



 


“Permitted
Security” means:


 


		(a)	Security
                                         created by the Finance Documents and, at any time until the Utilisation Date, Security
                                         created by the Existing Finance Documents;



 


		(b)	any
                                         netting or set-off arrangement entered into by any Transaction Obligor in the ordinary
                                         course of its banking arrangements for the purpose of netting debit and credit balances;



 


		(c)	liens
                                         for unpaid master’s and crew’s wages in accordance with first class ship
                                         ownership and management practice;



 


		(d)	liens
                                         for salvage;



 


		(e)	liens
                                         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 any Ship and not as a result of any default or omission by any
                                         Borrower, provided such liens do not secure amounts more than 30 days overdue (unless
                                         the overdue amount is being contested in good faith by appropriate steps) and subject,
                                         in the case of liens for repair or maintenance, to Clause 24.15 (Restrictions on chartering,
                                         appointment of managers etc.); and



 


		(g)	any
                                         Security arising under Article 24 or 26 of the general terms and conditions (Algemene
                                         Bank Voorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse
                                         Vereniging van Banken) or any similar term applied by a financial institution in
                                         the Netherlands pursuant to its general terms and conditions.



 


“Prepayment
Fee” shall have the meaning set out in Clause 11.4 (Prepayment fee).


 


“Potential
Event of Default” means any event or circumstance specified in Clause 27 (Events of Default) which would (with
the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination
of any of the foregoing) be an Event of Default.


 




    	15



    	 



    

 


“Prohibited
Person” means any person (whether designated by name or by reason of being included in a class of persons) against whom
Sanctions are directed.


 


“Protected
Party” has the meaning given to it in Clause 12.1 (Definitions).


 


“Quarterly
Increases” means the transfers made into each Maintenance Account pursuant to Clause 26.4 (Transfers to the Maintenance
Accounts).


 


“Quotation
Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first
day of that period unless market practice differs in the London interbank market in which case the Quotation Day will be determined
by the Facility Agent in accordance with market practice in the London interbank market (and if quotations would normally be given
by leading banks in the London interbank market on more than one day, the Quotation Day will be the last of those days).


 


“Receiver”
means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.


 


“Re-domiciliation”
means, in relation to each Borrower, the change of the country of incorporation of that Borrower from the Republic of The Marshall
Islands to the Republic of Malta on the Re-domiciliation Date.


 


“Re-domiciliation
Date” means, in relation to each Borrower, the date on which that Borrower is re-domiciled from the Republic of The
Marshall Islands to the Republic of Malta.


 


“Reference
Bank Quotation” means any quotation supplied to the Facility Agent by a Reference Bank.


 


“Reference
Bank Rate” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Facility
Agent at its request by the Reference Banks:


 


		(a)	(other
                                         than where paragraph (b) below applies) as the rate at which the relevant Reference Bank
                                         could borrow funds in the London interbank market in dollars for the relevant period
                                         were it to do so by asking for and then accepting interbank offers for deposits in reasonable
                                         market size in that currency and for that period; or,



 


		(b)	if
                                         different, as the rate (if any and applied to the relevant Reference Bank and the relevant
                                         currency and period) which contributors to the Screen Rate are asked to submit to the
                                         relevant administrator.



 


“Reference
Banks” means the Lenders and such other entities as may be appointed by the Facility Agent from time to time.


 


“Related
Fund” in relation to a fund (the “first fund”), means a fund which is managed or advised by the same investment
manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser,
a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first
fund.


 


“Relevant
Jurisdiction” means, in relation to a Transaction Obligor:


 




    	16



    	 



    

 


		(a)	its
                                         jurisdiction of incorporation;



 


		(b)	any
                                         jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction
                                         Security created, or intended to be created, by it is situated;



 


		(c)	any
                                         jurisdiction where it conducts its business; and



 


		(d)	the
                                         jurisdiction whose laws govern the perfection of any of the Security Documents entered
                                         into by it.



 


“Repayment
Date” means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).


 


“Repayment
Instalment” has the meaning given to it in Clause 6.1 (Repayment of Loan ).


 


“Repeating
Representation” means each of the representations set out in Clause 19 (Representations) except Clause 19.10
(Insolvency), Clause 19.11 (No filing or stamp taxes) and Clause 19.12 (Deduction of Tax) and any representation
of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating Representation”
or is otherwise expressed to be repeated.


 


“Representative”
means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.


 


“Requisition”
means in relation to a Ship:


 


		(a)	any
                                         expropriation, confiscation, requisition (excluding a requisition for hire or use which
                                         does not involve a requisition for title) or acquisition of that Ship, whether for full
                                         consideration, a consideration less than its proper value, a nominal consideration or
                                         without any consideration, which is effected (whether de jure or de facto)
                                         by any government or official authority or by any person or persons claiming to be or
                                         to represent a government or official authority; and



 


		(b)	any
                                         capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever.



 


“Requisition
Compensation” includes all compensation or other moneys payable to a Borrower by reason of any Requisition or any arrest
or detention of a Ship in the exercise or purported exercise of any lien or claim.


 


“Resolution
Authority” means any body which has authority to exercise any Write-down and Conversion Powers.


 


“Safety
Management Certificate” has the meaning given to it in the ISM Code.


 


“Safety
Management System” has the meaning given to it in the ISM Code.


 




    	17



    	 



    

 





“Sanctions”
means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment,
exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):


 


		(a)	imposed
                                         by law or regulation of the United Kingdom, the Council of the European Union, the United
                                         Nations or its Security Council or the United States of America regardless of whether
                                         the same is or is not binding on any Transaction Obligor; or



 


		(b)	otherwise
                                         imposed by any law or regulation binding on a Transaction Obligor or to which a Transaction
                                         Obligor is subject (which shall include without limitation, any extra-territorial sanctions
                                         imposed by law or regulation of the United States of America).



 


“Screen
Rate” means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person
which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation
or republication by the administrator) on page LIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page
which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to
time in place of Thomson Reuters. If such page or service ceases to be available, the Facility Agent may specify another page
or service displaying the relevant rate after consultation with the Borrowers.


 


“Secured
Liabilities” means all present and future obligations and liabilities, (whether actual or contingent and whether owed
jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under or in connection
with each Finance Document.


 


“Secured
Party” means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate.


 


“Security”
means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having
the effect of conferring security.


 


“Security
Assets” means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the
subject of the Transaction Security.


 


“Security
Cover Ratio” means, at any relevant time, the aggregate of (i) the aggregate of the Market Values of the Mortgaged Ships
and (ii) the net realisable value of any additional security provided at that time under Clause 25.1 (Minimum required security
cover), at that time expressed as a percentage of the amount of the Loan.


 


“Security
Document” means:


 


		(a)	any
                                         Shares Security;



 


		(b)	any
                                         Mortgage;



 


		(c)	any
                                         General Assignment;



 


		(d)	any
                                         Charter Assignment;



 


		(e)	any
                                         Account Security;



 


		(f)	any
                                         Manager’s Undertaking;



 




    	18



    	 



    

 


		(g)	any
                                         other document (whether or not it creates Security) as security for the Secured Liabilities;
                                         or



 


		(h)	any
                                         other document designated as such by the Facility Agent and the Borrowers.



 


“Security
Period” means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is
satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally
paid and discharged in full.


 


“Security
Property” means:


 


		(a)	the
                                         Transaction Security expressed to be granted in favour of the Security Agent as trustee
                                         for the Secured Parties and all proceeds of that Transaction Security;



 


		(b)	all
                                         obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation
                                         to the Secured Liabilities to the Security Agent as trustee for the Secured Parties and
                                         secured by the Transaction Security together with all representations and warranties
                                         expressed to be given by a Transaction Obligor or any other person in favour of the Security
                                         Agent as trustee for the Secured Parties;



 


		(c)	the
                                         Security Agent’s interest in any turnover trust created under the Finance Documents;



 


		(d)	any
                                         other amounts or property, whether rights, entitlements, choses in action or otherwise,
                                         actual or contingent, which the Security Agent is required by the terms of the Finance
                                         Documents to hold as trustee on trust for the Secured Parties,



 


except:


 


		(i)	rights
                                         intended for the sole benefit of the Security Agent; and



 


		(ii)	any
                                         moneys or other assets which the Security Agent has transferred to the Facility Agent
                                         or (being entitled to do so) has retained in accordance with the provisions of this Agreement.



 


“Selection
Notice” means a notice substantially in the form set out in Part B of Schedule 3 (Requests) given in accordance
with Clause 9 (Interest Periods).


 


“Servicing
Party” means the Facility Agent or the Security Agent.


 


“Shares
Security” mean each of the Marshall Islands Shares Security and the Maltese Shares Security, and in the plural, means
all of them.


 


“Ship”
means each of Ship A, Ship B and Ship C and, in the plural, means all of them.


 


“Ship
A” means the product tanker of approximately 50,600 dwt, named “PYXIS MALOU”, having IMO number 9396763
and built on 16 February 2009 by SPP Shipbuilding Co. Ltd. in South Korea, registered in the name of Borrower A under an Approved
Flag.


 


“Ship
B” means the product/chemical tanker of approximately 8,600 dwt, named “NORTHSEA ALPHA”, having IMO number
9547764 and built on 28 May 2010 by Yangzhou Kejin Shipyard Co. Ltd. in China, registered in the name of Borrower B under an Approved
Flag.


 




    	19



    	 



    

 


“Ship
C” means the product/chemical tanker of approximately 8,600 dwt, named “NORTHSEA BETA”, having IMO number
9547776 and built on 25 May 2010 by Yangzhou Kejin Shipyard Co. Ltd. in China, registered in the name of Borrower C under an Approved
Flag.


 


“Specified
Time” means a day or time determined in accordance with Schedule 7 (Timetable).


 


“Subsidiary”
means a subsidiary within the meaning of section 1159 of the Companies Act 2006.


 


“Tax”
means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable
in connection with any failure to pay or any delay in paying any of the same).


 


“Tax
Credit” has the meaning given to it in Clause 12.1 (Definitions).


 


“Tax
Deduction” has the meaning given to it in Clause 12.1 (Definitions).


 


“Tax
Payment” has the meaning given to it in Clause 12.1 (Definitions).


 


“Technical
Management Agreement” means, in relation to each Ship, the agreement entered into between the Borrower owning that Ship
and the Approved Technical Manager regarding the technical and crew management of that Ship.


 


“Termination
Date” means, in relation to a Tranche, the date falling on the earlier of (i) 60 months from the Utilisation Date and
(ii) 28 February 2023.


 


“Third
Parties Act” has the meaning given to it in Clause 1.5 (Third party rights).


 


“Total
Commitments” means the aggregate of the Commitments, being $20,500,000 at the date of this Agreement.


 


“Total
Loss” means, in relation to a Ship:


 


		(a)	actual,
                                         constructive, compromised, agreed or arranged total loss of that Ship; or



 


		(b)	any
                                         Requisition under part (a) of the definition of “Requisition” of that
                                         Ship unless that Ship is returned to the full control of the Borrower owning that Ship
                                         within 30 days of such Requisition; or



 


		(c)	any
                                         Requisition under part (b) of the definition of “Requisition” of that
                                         Ship unless that Ship is returned to the full control of the Borrower owning that Ship
                                         within 90 days of such Requisition.



 


“Total
Loss Date” means, in relation to the Total Loss of a Ship:


 


		(a)	in
                                         the case of an actual loss of that Ship, the date on which it occurred or, if that is
                                         unknown, the date when that Ship was last heard of;



 




    	20



    	 



    

 


		(b)	in
                                         the case of a constructive, compromised, agreed or arranged total loss of that Ship,
                                         the earlier of:



 


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



 


		(ii)	the
                                         date of any compromise, arrangement or agreement made by or on behalf of the relevant
                                         Borrower with that Ship’s insurers in which the insurers agree to treat that Ship
                                         as a total loss; and



 


		(c)	in
                                         the case of any other type of Total Loss, the date (or the most likely date) on which
                                         it appears to the Facility Agent that the event constituting the total loss occurred.



 


“Tranche”
means each of Tranche A, Tranche B and Tranche C.


 


“Tranche
A” means that part of the Loan made or to be made available to the Borrowers to refinance the Existing Indebtedness
A secured on (inter alia) Ship A under the Existing Facility Agreement A in a principal amount determined in accordance with Clause
5.3 (Currency and amount).


 


“Tranche
B” means that part of the Loan made or to be made available to the Borrowers to refinance the Existing Indebtedness
B secured on (inter alia) Ship B under the Existing Facility Agreement B in a principal amount determined in accordance with Clause
5.3 (Currency and amount).


 


“Tranche
C” means that part of the Loan made or to be made available to the Borrowers to refinance the Existing Indebtedness
B secured on (inter alia) Ship C under the Existing Facility Agreement B in a principal amount determined in accordance with Clause
5.3 (Currency and amount).


 


“Transaction
Document” means:


 


		(a)	a
                                         Finance Document;



 


		(b)	any
                                         Assignable Charter; or



 


		(c)	any
                                         other document designated as such by the Facility Agent and a Borrower.



 


“Transaction
Obligor” means an Obligor, any Approved Manager (that is a member of the Group) or any other member of the Group who
executes a Finance Document.


 


“Transaction
Security” means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.


 


“Transfer
Certificate” means a certificate in the form set out in Schedule 4 (Form of Transfer Certificate) or any other
form agreed between the Facility Agent and the Borrowers.


 


“Transfer
Date” means, in relation to an assignment or a transfer, the later of:


 


		(a)	the
                                         proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate;
                                         and



 


		(b)	the
                                         date on which the Facility Agent executes the relevant Assignment Agreement or Transfer
                                         Certificate.



 




    	21



    	 



    

 


“UK
Establishment” means a UK establishment as defined in the Overseas Regulations.


 


“Unpaid
Sum” means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.


 


“US”
means the United States of America.


 


“US
Tax Obligor” means:


 


		(a)	a
                                         person which is resident for tax purposes in the US; or



 


		(b)	a
                                         person some or all of whose payments under the Finance Documents are from sources within
                                         the US for US federal income tax purposes.



 


“Utilisation”
means the utilisation of the Facility.


 


“Utilisation
Date” means the date of the Utilisation, being the date on which the Tranches are to be made.


 


“Utilisation
Request” means a notice substantially in the form set out in Part A of Schedule 3 (Requests).


 


“VAT”
means:


 


		(a)	any
                                         tax imposed in compliance with the Council Directive of 28 November 2006 on the common
                                         system of value added tax (EC Directive 2006/112); and



 


		(b)	any
                                         other tax of a similar nature, whether imposed in a member state of the European Union
                                         in substitution for, or levied in addition to, such tax referred to in paragraph (a)
                                         above, or imposed elsewhere.



 


“Write-down
and Conversion Powers” means:


 


		(a)	in
                                         relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule
                                         from time to time, the powers described as such in relation to that Bail-In Legislation
                                         in the EU Bail-In Legislation Schedule; and



 


		(b)	in
                                         relation to any other applicable Bail-In Legislation:



 


		(i)	any
                                         powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by
                                         a person that is a bank or investment firm or other financial institution or affiliate
                                         of a bank, investment firm or other financial institution, to cancel, reduce, modify
                                         or change the form of a liability of such a person or any contract or instrument under
                                         which that liability arises, to convert all or part of that liability into shares, securities
                                         or obligations of that person or any other person, to provide that any such contract
                                         or instrument is to have effect as if a right had been exercised under it or to suspend
                                         any obligation in respect of that liability or any of the powers under that Bail-In Legislation
                                         that are related to or ancillary to any of those powers; and



 


		(ii)	any
                                         similar or analogous powers under that Bail-In Legislation.



 




    	22



    	 



    

 


		1.2	Construction



 


		(a)	Unless
                                         a contrary indication appears, a reference in this Agreement to:



 


		(i)	the
                                         “Account Bank”, the “Arranger”, the “Facility
                                         Agent”, any “Finance Party”, any “Lender”,
                                         any “Obligor”, any “Party”, any “Secured
                                         Party”, the “Security Agent”, any “Transaction
                                         Obligor” or any other person shall be construed so as to include its successors
                                         in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations
                                         under the Finance Documents;



 


		(ii)	“assets”
                                         includes present and future properties, revenues and rights of every description;



 


		(iii)	a
                                         liability which is “contingent” means a liability which is not certain
                                         to arise and/or the amount of which remains unascertained;



 


		(iv)	“document”
                                         includes a deed and also a letter;



 


		(v)	“expense”
                                         means any kind of cost, charge or expense (including all legal costs, charges and expenses)
                                         and any applicable Tax including VAT;



 


		(vi)	a
                                         “Finance Document”, a “Security Document” or “Transaction
                                         Document” or any other agreement or instrument is a reference to that Finance
                                         Document, Security Document or Transaction Document or other agreement or instrument
                                         as amended, novated, supplemented, extended or restated;



 


		(vii)	“indebtedness”
                                         includes any obligation (whether incurred as principal or as surety) for the payment
                                         or repayment of money, whether present or future, actual or contingent;



 


		(viii)	“law”
                                         includes any order or decree, any form of delegated legislation, any treaty or international
                                         convention and any regulation or resolution of the Council of the European Union, the
                                         European Commission, the United Nations or its Security Council;



 


		(ix)	“proceedings”
                                         means, in relation to any enforcement provision of a Finance Document, proceedings of
                                         any kind, including an application for a provisional or protective measure;



 


		(x)	a
                                         “person” includes any individual, firm, company, corporation, government,
                                         state or agency of a state or any association, trust, joint venture, consortium, partnership
                                         or other entity (whether or not having separate legal personality);



 


		(xi)	a
                                         “regulation” includes any regulation, rule, official directive, request
                                         or guideline (whether or not having the force of law) of any governmental, intergovernmental
                                         or supranational body, agency, department or regulatory, self-regulatory or other authority
                                         or organisation;



 


		(xii)	a
                                         provision of law is a reference to that provision as amended or re-enacted;



 


		(xiii)	a
                                         time of day is a reference to London time;



 




    	23



    	 



    

 


		(xiv)	any
                                         English legal term for any action, remedy, method of judicial proceeding, legal document,
                                         legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction
                                         other than England, be deemed to include that which most nearly approximates in that
                                         jurisdiction to the English legal term;



 


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



 


		(xvi)	“including”
                                         and “in particular” (and other similar expressions) shall be construed
                                         as not limiting any general words or expressions in connection with which they are used.



 


		(b)	The
                                         determination of the extent to which a rate is “for a period equal in length”
                                         to an Interest Period shall disregard any inconsistency arising from the last day of
                                         that Interest Period being determined pursuant to the terms of this Agreement.



 


		(c)	Section,
                                         Clause and Schedule headings are for ease of reference only and are not to be used for
                                         the purposes of construction or interpretation of the Finance Documents.



 


		(d)	Unless
                                         a contrary indication appears, a term used in any other Finance Document or in any notice
                                         given under, or in connection with, any Finance Document has the same meaning in that
                                         Finance Document or notice as in this Agreement.



 


		(e)	A
                                         Potential Event of Default is “continuing” if it has not been remedied
                                         or waived and an Event of Default is “continuing” if it has not been
                                         waived.



 


		1.3	Construction
                                         of insurance terms



 


In
this Agreement:


 


“approved”
means, for the purposes of Clause 23 (Insurance Undertakings), approved in writing by the Facility Agent.


 


“excess
risks” means,in respect of a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable
under the hull and machinery policies in respect of that Ship in consequence of its insured value being less than the value at
which that Ship is assessed for the purpose of such claims.


 


“obligatory
insurances” means all insurances effected, or which a Borrower is obliged to effect, under Clause 23 (Insurance Undertakings)
or any other provision of this Agreement or of another Finance Document.


 


“policy”
includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.


 


“protection
and indemnity risks” means the usual risks covered by a protection and indemnity association managed in London, including
pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are
not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International
Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended
Running Down Clause (1/10/71) or any equivalent provision.


 




    	24



    	 



    

 


“war
risks” includes the risk of mines and all risks excluded by clause 29 of the International Hull Clauses (1/11/02 or
1/11/03), clause 24 of the Institute Time Clauses (Hulls) (1/11/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).


 


		1.4	Agreed
                                         forms of Finance Documents



 


References
in Clause 1.1 (Definitions) to any Finance Document being in “agreed form” are to that Finance Document:


 


		(a)	in
                                         a form attached to a certificate dated the same date as this Agreement (and signed by
                                         each Borrower and the Facility Agent); or



 


		(b)	in
                                         any other form agreed in writing between each Borrower and the Facility Agent acting
                                         with the authorisation of the Majority Lenders or, where Clause 43.2 (All Lender matters)
                                         applies, all the Lenders.



 


		1.5	Third
                                         party rights



 


		(a)	Unless
                                         expressly provided to the contrary in a Finance Document, a person who is not a Party
                                         has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third
                                         Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.



 


		(b)	Subject
                                         to Clause 43.3 (Other exceptions) but otherwise notwithstanding any term of any
                                         Finance Document, the consent of any person who is not a Party is not required to rescind
                                         or vary this Agreement at any time.



 


		(c)	Any
                                         Affiliate, Receiver, Delegate or any other person described in paragraph (d) of Clause
                                         14.2 (Other indemnities) , paragraph (b) of Clause 30.11 (Exclusion of liability),
                                         Clause 30.20 (Role of Reference Banks), Clause 30.21 (Third Party Reference
                                         Banks) or paragraph (b) of Clause 31.11 (Exclusion of liability) may, subject
                                         to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any
                                         Clause of this Agreement which expressly confers rights on it.



 




    	25



    	 



    

 


Section
2



The Facility


 


		2	The
                                         Facility



 


		2.1	The
                                         Facility



 


Subject
to the terms of this Agreement, the Lenders make available to the Borrowers a dollar term loan facility in three Tranches in an
aggregate amount not exceeding the Total Commitments.


 


		2.2	Finance
                                         Parties’ rights and obligations



 


		(a)	The
                                         obligations of each Finance Party under the Finance Documents are several. Failure by
                                         a Finance Party to perform its obligations under the Finance Documents does not affect
                                         the obligations of any other Party under the Finance Documents. No Finance Party is responsible
                                         for the obligations of any other Finance Party under the Finance Documents.



 


		(b)	The
                                         rights of each Finance Party under or in connection with the Finance Documents are separate
                                         and independent rights and any debt arising under the Finance Documents to a Finance
                                         Party from a Transaction Obligor is a separate and independent debt in respect of which
                                         a Finance Party shall be entitled to enforce its rights in accordance with paragraph
                                         (c) below. The rights of each Finance Party include any debt owing to that Finance Party
                                         under the Finance Documents and, for the avoidance of doubt, any part of the Loan or
                                         any other amount owed by a Transaction Obligor which relates to a Finance Party’s
                                         participation in the Facility or its role under a Finance Document (including any such
                                         amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party
                                         by that Transaction Obligor.



 


		(c)	A
                                         Finance Party may, except as specifically provided in the Finance Documents, separately
                                         enforce its rights under or in connection with the Finance Documents.



 


		2.3	Borrowers’
                                         Agent



 


		(a)	Each
                                         Borrower by its execution of this Agreement irrevocably appoints the Corporate Guarantor
                                         to act on its behalf as its agent in relation to the Finance Documents and irrevocably
                                         authorises:



 


		(i)	the
                                         Corporate Guarantor on its behalf to supply all information concerning itself contemplated
                                         by this Agreement to the Finance Parties and to give all notices and instructions (including
                                         the Utilisation Request), to make such agreements and to effect the relevant amendments,
                                         supplements and variations capable of being given, made or effected by any Borrower notwithstanding
                                         that they may affect that Borrower, without further reference to or the consent of that
                                         Borrower; and



 


		(ii)	each
                                         Finance Party to give any notice, demand or other communication to that Borrower pursuant
                                         to the Finance Documents to the Corporate Guarantor,



 


and
in each case each Borrower shall be bound as though that Borrower itself had given the notices and instructions (including, without
limitation, the Utilisation Request) or executed or made the agreements or effected the amendments, supplements or variations,
or received the relevant notice, demand or other communication.


 




    	26



    	 



    

 


		(b)	Every
                                         act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation,
                                         notice or other communication given or made by the Corporate Guarantor or given to the
                                         Corporate Guarantor under any Finance Document on behalf of a Borrower or in connection
                                         with any Finance Document (whether or not known to any Borrower) shall be binding for
                                         all purposes on that Borrower as if that Borrower had expressly made, given or concurred
                                         with it. In the event of any conflict between any notices or other communications of
                                         the Corporate Guarantor and any Borrower, those of the Corporate Guarantor shall prevail.



 


		3	Purpose



 


		3.1	Purpose



 


The
Borrowers shall apply all amounts borrowed by them under the Facility only for the following purpose, in respect of:


 


		(a)	Tranche
                                         A, for refinancing the Existing Indebtedness A; and



 


		(b)	Tranche
                                         B and Tranche C, for refinancing the Existing Indebtedness B.



 


		3.2	Monitoring



 


No
Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.


 


		4	Conditions
                                         of Utilisation



 


		4.1	Initial
                                         conditions precedent



 


The
Borrowers may not deliver the Utilisation Request unless the Facility Agent has received all of the documents and other evidence
listed in Part A of Schedule 2 (Conditions Precedent and Conditions Subsequent) in form and substance satisfactory to the
Facility Agent.


 


		4.2	Further
                                         conditions precedent



 


The
Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if:


 


		(a)	on
                                         the date of the Utilisation Request and on the Utilisation Date and before the Advance
                                         is made available:



 


		(i)	no
                                         Default is continuing or would result from the proposed Advance; and



 


		(ii)	the
                                         representations made by each Transaction Obligor in Clause 19 (Representations)
                                         are true; and



 


		(b)	in
                                         the case of the Advance under each Tranche, the Facility Agent has received on or before
                                         the Utilisation Date, or is satisfied it will receive when the Advance is made available,
                                         all of the documents and other evidence listed in Part B of Schedule 2 (Conditions
                                         Precedent and Conditions Subsequent) so far as they relate to that Tranche in form
                                         and substance satisfactory to the Facility Agent.



 




    	27



    	 



    

 


		4.3	Notification
                                         of satisfaction of conditions precedent



 


		(a)	The
                                         Facility Agent shall notify the Borrowers and the Lenders promptly upon being satisfied
                                         as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial
                                         conditions precedent) and Clause 4.2 (Further conditions precedent).



 


		(b)	Other
                                         than to the extent that the Majority Lenders notify the Facility Agent in writing to
                                         the contrary before the Facility Agent gives the notification described in paragraph
                                         (a) above, the Lenders authorise (but do not require) the Facility Agent to give that
                                         notification. The Facility Agent shall not be liable for any damages, costs or losses
                                         whatsoever as a result of giving any such notification.



 


		4.4	Waiver
                                         of conditions precedent



 


If
the Lenders, at their discretion, permit an Advance to be borrowed before any of the conditions precedent referred to in Clause
4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrowers
shall ensure that that condition is satisfied within seven Business Days after the Utilisation Date or such later date as the
Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrowers.


 


		4.5	Conditions
                                         subsequent



 


The
Borrowers undertake to deliver or cause to be delivered to the Facility Agent within two Business Days from the Utilisation Date
(or such later date agreed by the Facility Agent, acting with the authorisation of the Majority Lenders) evidence satisfactory
to the Facility Agent of the submission of all requisite documentation to the Registry of Companies
in Malta for the Re-domiciliation of each Borrower and, as soon as possible thereafter (but, in no event later than 7 Business
Days and, in the case of paragraph 5(b) in Part C of Schedule 2, 60 days), the additional documents and other evidence listed
in Part C of Schedule 2 in form and substance satisfactory to the Facility Agent evidencing, inter alia, that such Re-domiciliation
has been implemented and that the relevant Finance Documents remain in full force and effect.


 




    	28



    	 



    

 


Section
3



Utilisation


 


		5	Utilisation



 


		5.1	Delivery
                                         of Utilisation Request



 


		(a)	The
                                         Borrowers may utilise the Facility by delivery to the Facility Agent of a duly completed
                                         Utilisation Request not later than the Specified Time.



 


		(b)	The
                                         Borrowers may not deliver more than one Utilisation Request in respect of the Tranches,
                                         all to be advanced simultaneously.



 


		5.2	Completion
                                         of Utilisation Request



 


		(a)	The
                                         Utilisation Request is irrevocable and will not be regarded as having been duly completed
                                         unless:



 


		(i)	the
                                         Utilisation Date is a Business Day within the Availability Period;



 


		(ii)	the
                                         currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
                                         and



 


		(iii)	the
                                         proposed Interest Period complies with Clause 9 (Interest Periods).



 


		(b)	Only
                                         one Advance under each Tranche may be requested in the Utilisation Request.



 


		5.3	Currency
                                         and amount



 


		(a)	The
                                         currency specified in the Utilisation Request must be dollars.



 


		(b)	The
                                         amount of:



 


		(i)	Tranche
                                         A must be in an amount which is up to the lesser of (A) $12,000,000 and (B) 62.50 per
                                         cent. of the Market Value of Ship A; and



 


		(ii)	each
                                         of Tranche B and Tranche C must be in an amount which is up to the lesser of (A) $4,250,000
                                         and (B) 62.50 per cent. of the Market Value of Ship B or Ship C (as the case may be).



 


		(c)	The
                                         amount of the proposed Advance must be an amount which is not more than the Available
                                         Facility.



 


		5.4	Lenders’
                                         participation



 


		(a)	If
                                         the conditions set out in this Agreement have been met, each Lender shall make its participation
                                         in each Advance available by the Utilisation Date through its Facility Office.



 


		(b)	The
                                         amount of each Lender’s participation in each Advance will be equal to the proportion
                                         borne by its Available Commitment to the Available Facility immediately before making
                                         that Advance.



 




    	29



    	 



    

 


		(c)	The
                                         Facility Agent shall notify each Lender of the amount of each Advance and the amount
                                         of its participation in that Advance by the Specified Time.



 


		5.5	Cancellation
                                         of Commitments



 


The
Commitments in respect of any Tranche which are unutilised at the end of the Availability Period for such Tranche shall then be
cancelled.


 


		5.6	Retentions
                                         and payment to third parties



 


The
Borrowers irrevocably authorise the Facility Agent:


 


		(a)	to
                                         deduct from the proceeds of any Advance any fees then payable to the Finance Parties
                                         in accordance with Clause 11 (Fees), any solicitors fees and disbursements together
                                         with any applicable VAT and any other items listed as deductible items in the Utilisation
                                         Request and to apply them in payment of the items to which they relate; and



 


		(b)	on
                                         the Utilisation Date, to pay to, or for the account of, the Borrowers the balance (after
                                         any deduction made in accordance with paragraph (a) above) of the amounts which the Facility
                                         Agent receives from the Lenders in respect of the relevant Advance. That payment shall
                                         be made in like funds as the Facility Agent received from the Lenders in respect of that
                                         Advance to the account of the Existing Lender which the Borrowers will specify in the
                                         Utilisation Request.



 


		5.7	Disbursement
                                         of Advance to third party



 


Payment
by the Facility Agent under Clause 5.6 (Retentions and payment to third parties) to a person other than a Borrower shall
constitute the making of the relevant Advance and the Borrowers shall at that time become indebted, as principal and direct obligor,
to each Lender in an amount equal to that Lender’s participation in that Advance.


 


		5.8	Prepositioning
                                         of funds



 


If,
in respect of the Utilisation of any Advance, the Lenders, at the request of the Borrowers and on terms acceptable to all the
Lenders and in their absolute discretion, preposition funds with the Existing Lender, each Borrowers and the Corporate Guarantor:


 


		(a)	agree
                                         to pay interest on the amount of the funds so prepositioned at the rate described in
                                         Clause 8.1 (Calculation of interest) on the basis of successive interest periods
                                         of one day and so that interest shall be paid together with the first payment of interest
                                         on such Advance after the Utilisation Date or, if the Utilisation Date does not occur,
                                         within three Business Days of demand by the Facility Agent; and



 


		(b)	shall,
                                         without duplication, indemnify each Finance Party against any reasoable documented costs,
                                         loss or liability it may incur in connection with such arrangement.




 




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Section
4



Repayment, Prepayment and Cancellation


 


		6	Repayment



 


		6.1	Repayment
                                         of Loan



 


		(a)	The
                                         Borrowers shall repay:



 


		(i)	Tranche
                                         A by 20 consecutive quarterly instalments, of which the first to fourth instalments (inclusive)
                                         shall be in the amount of $270,000 each, the fifth to eighth instalments (inclusive)
                                         shall be in the amount of $300,000 each, the ninth to twelfth instalments (inclusive)
                                         shall be in the amount of $330,000 each, the thirteenth to sixteenth instalments (inclusive)
                                         shall be in the amount of $360,000, the seventeenth to nineteenth instalments (inclusive)
                                         shall be in the amount of $390,000 each and the twentieth and final instalment shall
                                         be in the amount of $5,790,000 (comprising of a repayment instalment of $390,000 and
                                         a balloon instalment in the amount of $5,400,000); and



 


		(ii)	each
                                         of Tranche B and Tranche C by 20 consecutive quarterly instalments, of which the first
                                         to fourth instalments (inclusive) shall be in the amount of $65,000 each, the fifth to
                                         nineteenth instalments (inclusive) shall be in the amount of $100,000 each and the twentieth
                                         and final instalment shall be in the amount of $2,490,000 (comprising of a repayment
                                         instalment of $100,000 and a balloon instalment in the amount of $2,390,000),



 


and
each repayment instalment referred to in sub-paragraphs (i) and (ii) of paragraph (a) above is hereby called a “Repayment
Instalment” and collectively the “Repayment Instalments” and each balloon instalment referred to
in sub-paragraphs (i) and (ii) of paragraph (a) above is hereby called a “Balloon Instalment” and collectively
the “Balloon Instalments”.


 


		(b)	The
                                         first Repayment Instalment of each Tranche shall be repaid three Months after the Utilisation
                                         Date, all subsequent Repayment Instalments in respect of each Tranche shall be repaid
                                         quarterly thereafter and the twentieth and final Repayment Instalment in respect of each
                                         Tranche, together with the Balloon Instalment in respect of that Tranche, shall be repaid
                                         on the Termination Date.



 


		6.2	Effect
                                         of cancellation and prepayment on scheduled repayments



 


		(a)	If
                                         a Borrower cancels the whole or any part of any Available Commitment in respect of any
                                         Tranche in accordance with Clause 7.5 (Right of repayment and cancellation in relation
                                         to a single Lender) or if the Available Commitment of any Lender is cancelled under
                                         Clause 7.1 (Illegality), then the Repayment Instalments (including the Balloon
                                         Instalment) falling after that cancellation will reduce pro rata by the amount of the
                                         Available Commitments so cancelled but rounded up to the nearest thousand and the Balloon
                                         Instalment then reduced by the amount of such rounding up.



 


		(b)	If
                                         a Borrower cancels the whole or any part of any Available Commitment in respect of any
                                         Tranche in accordance with Clause 7.2 (Voluntary and automatic cancellation) or
                                         if the whole or part of any Commitment is cancelled pursuant to Clause 5.5 (Cancellation
                                         of Commitments), the Repayment Instalments (including the Balloon Instalment) for
                                         the relevant Tranche for each Repayment Date falling after that cancellation will reduce
                                         pro rata by the amount of the Commitments in respect of that Tranche so cancelled but
                                         rounded up to the nearest thousand and the Balloon Instalment then reduced by the amount
                                         of such rounding up.



 




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		(c)	If
                                         any part of the Loan is repaid or prepaid in accordance with Clause 7.5 (Right of
                                         repayment and cancellation in relation to a single Lender) or Clause 7.1 (Illegality)
                                         then the Repayment Instalments (including the Balloon Instalment) for each Repayment
                                         Date falling after that repayment or prepayment will reduce pro rata by the amount of
                                         the Loan repaid or prepaid.



 


		(d)	If
                                         any part of a Tranche is prepaid in accordance with Clause 7.3 (Voluntary prepayment
                                         of Loan) then the amount of the Repayment Instalments (including the Balloon Instalments)
                                         for the relevant Tranche for each Repayment Date falling after that repayment or prepayment
                                         will reduce in inverse chronological order (commencing with the relevant Balloon Instalment
                                         and subsequently followed by the remaining Repayment Instalments) by the amount of the
                                         Tranche prepaid.



 


		(e)	If
                                         any part of the Loan is prepaid in accordance with Clause 7.4 (Mandatory prepayment
                                         on sale or Total Loss) then, following prepayment of the relevant Tranche in whole,
                                         any balance shall be applied pro rata against the remaining Tranches reducing, first
                                         the Balloon Instalments of those Tranches and thereafter the Repayment Instalments of
                                         such Tranches in reverse order of maturity.



 


		6.3	Termination
                                         Date



 


On
the final Termination Date, the Borrowers shall additionally pay to the Facility Agent for the account of the Finance Parties
all other sums then accrued and owing under the Finance Documents.


 


		6.4	Reborrowing



 


No
Borrower may reborrow any part of the Facility which is repaid.


 


		7	Prepayment
                                         and Cancellation



 


		7.1	Illegality



 


If
it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement
or to fund or maintain its participation in an Advance or the Loan or it becomes unlawful for any Affiliate of a Lender for that
Lender to do so:


 


		(a)	that
                                         Lender shall promptly notify the Facility Agent upon becoming aware of that event;



 


		(b)	upon
                                         the Facility Agent notifying the Borrowers, the Available Commitment of that Lender will
                                         be immediately cancelled; and



 


		(c)	the
                                         Borrowers shall prepay that Lender’s participation in the Loan on the last day
                                         of the Interest Period for the Loan occurring after the Facility Agent has notified the
                                         Borrowers or, if earlier, the date specified by the Lender in the notice delivered to
                                         the Facility Agent (being no earlier than the last day of any applicable grace period
                                         permitted by law) and that Lender’s corresponding Commitment shall be cancelled
                                         in the amount of the participation prepaid.



 




    	32



    	 



    

 


		7.2	Voluntary
                                         and automatic cancellation



 


		(a)	The
                                         Borrowers may, if they give the Facility Agent not less than 15 Business Days’
                                         (or such shorter period as the Majority Lenders may agree) prior written notice, cancel
                                         the whole or any part (being a minimum amount of $500,000 or integral multiples thereof)
                                         of an Available Tranche. Any cancellation under this Clause 7.2 (Voluntary and automatic
                                         cancellation) shall reduce the Commitments of the Lenders rateably and the amount
                                         of the relevant Tranche(s).



 


		(b)	The
                                         unutilised Commitment (if any) of each Lender shall be automatically cancelled at close
                                         of business on the date on which the Tranches are made available.



 


		7.3	Voluntary
                                         prepayment of Loan



 


		(a)	Subject
                                         to paragraph (b) below, the Borrowers may, if they give the Facility Agent not less than
                                         15 Business Days’ (or such shorter period as the Majority Lenders may agree) prior
                                         written notice, prepay the whole or any part of a Tranche (but, if in part, being an
                                         amount that reduces the amount of that Tranche by a minimum amount of $500,000 or a multiple
                                         of that amount) on the last day of an Interest Period.



 


		(b)	The
                                         Loan may only be prepaid after the last day of the Availability Period (or, if earlier,
                                         the day on which the Available Facility is zero).



 


		7.4	Mandatory
                                         prepayment on sale or Total Loss



 


		(a)	If
                                         a Ship is sold or becomes a Total Loss, the Borrowers shall on the Relevant Date prepay
                                         the Relevant Amount.



 


		(b)	In
                                         this Clause 7.4 (Mandatory prepayment on sale or Total Loss):



 


“Relevant
Amount” means an amount equal to the greater of:


 


		(i)	the
                                         outstanding amount of the Tranche relevant to the Ship which is sold or has become a
                                         Total Loss; and



 


		(ii)	an
                                         amount (if any) which, after the application of the prepayment to be made pursuant to
                                         this Clause 7.4 (Mandatory prepayment on sale or Total Loss ) results in the Security
                                         Cover Ratio being the Security Cover Ratio as required pursuant to Clause 25.1 (Minimum
                                         required security cover),



 


plus,
in the case of a sale or Total Loss of either Ship B or Ship C (or both), the amount required pursuant to paragraph (c) of Clause
21.1 (Minimum Liquidity).


 


“Relevant
Date” means:


 


		(i)	in
                                         the case of a sale of a Ship, on the date on which the sale is completed by delivery
                                         of that Ship to the buyer of that Ship; and



 


		(ii)	in
                                         the case of a Total Loss of a Ship, the earlier of:



 


		(A)	the
                                         date falling 180 days after the Total Loss Date; and



 


		(B)	the
                                         date of receipt by the Security Agent of the insurance proceeds relating to such Total
                                         Loss.



 




    	33



    	 



    

 


		7.5	Right
                                         of repayment and cancellation in relation to a single Lender



 


		(a)	If:



 


		(i)	any
                                         sum payable to any Lender by a Transaction Obligor is required to be increased under
                                         paragraph (c) of Clause 12.2 (Tax gross-up) or under that clause as incorporated
                                         by reference or in full in any other Finance Document; or



 


		(ii)	any
                                         Lender claims indemnification from a Borrower under Clause 12.3 (Tax indemnity)
                                         or Clause 13.1 (Increased costs); or



 


		(iii)	the
                                         Facility Agent receives notification from a Relevant Lender under Clause 10.3 (Market
                                         disruption),



 


the
Borrowers may:


 


		(A)	whilst
                                         in the case of sub-paragraphs (i) and (ii) above the circumstance giving rise to the
                                         requirement for that increase or indemnification continues; or



 


		(B)	whilst
                                         in the case of sub-paragraph (iii) above the situation in relation to the Relevant Lender
                                         continues,



 


give
the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that
Lender’s participation in the Loan.


 


		(b)	On
                                         receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment
                                         of that Lender shall immediately be reduced to zero.



 


		(c)	On
                                         the last day of each Interest Period which ends after the Borrowers have given notice
                                         of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the
                                         date specified by the Borrowers in that notice), the Borrowers shall repay that Lender’s
                                         participation in the Loan in accordance with the provisions of this Agreement, but without
                                         any Prepayment Fee.



 


		7.6	Restrictions



 


		(a)	Any
                                         notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment
                                         and Cancellation) shall be irrevocable and, unless a contrary indication appears
                                         in this Agreement, shall specify the date or dates upon which the relevant cancellation
                                         or prepayment is to be made, the amount of that cancellation or prepayment and, if relevant,
                                         the part of the Loan to be prepaid or cancelled.



 


		(b)	Any
                                         prepayment or cancellation (whether voluntary or automatic) under this Agreement shall
                                         be made together with accrued interest on the amount prepaid and, subject to any Prepayment
                                         Fee (if applicable) and any Break Costs, without premium or penalty.



 


		(c)	No
                                         Borrower may reborrow any part of the Facility which is prepaid.



 


		(d)	No
                                         Borrower shall repay or prepay all or any part of the Loan or cancel all or any part
                                         of the Commitments except at the times and in the manner expressly provided for in this
                                         Agreement.



 




    	34



    	 



    

 





		(e)	No
                                         amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.



 


		(f)	If
                                         the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation)
                                         it shall promptly forward a copy of that notice to any Borrower or the affected Lenders,
                                         as appropriate.



 


		(g)	If
                                         all or part of any Lender’s participation in the Loan is repaid or prepaid, an
                                         amount of that Lender’s Commitment (equal to the amount of the participation which
                                         is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.



 


		7.7	Application
                                         of prepayments



 


Any
prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality) or Clause 7.5 (Right
of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation
in that part of the Loan.


 



 




    	35



    	 



    

 


Section
5



Costs of Utilisation


 


		8	Interest



 


		8.1	Calculation
                                         of interest



 


The
rate of interest on the Loan or any part of the Loan for each Interest Period is the percentage rate per annum which is the aggregate
of:


 


		(a)	the
                                         Margin; and



 


		(b)	LIBOR.



 


		8.2	Payment
                                         of interest



 


		(a)	The
                                         Borrowers shall pay accrued interest on the Loan or any part of the Loan on the last
                                         day of each Interest Period (each an “Interest Payment Date”).



 


		(b)	If
                                         an Interest Period is longer than 3 Months, the Borrowers shall also pay interest then
                                         accrued on the Loan or the relevant part of the Loan on the dates falling at 3 Monthly
                                         intervals after the first day of the Interest Period.



 


		8.3	Default
                                         interest



 


		(a)	If
                                         a Transaction Obligor fails to pay any amount payable by it under a Finance Document
                                         on its due date, interest shall accrue on the Unpaid Sum from the due date up to the
                                         date of actual payment (both before and after judgment) at a rate which, subject to paragraph
                                         (b) below, is 2 per cent. per annum higher than the rate which would have been payable
                                         if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan
                                         in the currency of the Unpaid Sum for successive Interest Periods, each of a duration
                                         selected by the Facility Agent. Any interest accruing under this Clause 8.3 (Default
                                         interest) shall be immediately payable by the Obligor on demand by the Facility Agent.



 


		(b)	If
                                         an Unpaid Sum consists of all or part of the Loan which became due on a day which was
                                         not the last day of an Interest Period relating to the Loan or that part of the Loan:



 


		(i)	the
                                         first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired
                                         portion of the current Interest Period relating to the Loan or that part of the Loan;
                                         and



 


		(ii)	the
                                         rate of interest applying to that Unpaid Sum during that first Interest Period shall
                                         be 2 per cent. per annum higher than the rate which would have applied if that Unpaid
                                         Sum had not become due.



 


		(c)	Default
                                         interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum
                                         at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately
                                         due and payable.



 




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		8.4	Notification
                                         of rates of interest



 


		(a)	The
                                         Facility Agent shall promptly notify the Lenders and the Borrowers of the determination
                                         of a rate of interest under this Agreement.



 


		(b)	The
                                         Facility Agent shall promptly notify the Borrower of each Funding Rate relating to the
                                         Loan, any part of the Loan or any Unpaid Sum.



 


		9	Interest
                                         Periods



 


		9.1	Selection
                                         of Interest Periods



 


		(a)	The
                                         Borrowers may select the first Interest Period for a Tranche in the Utilisation Request.
                                         Subject to paragraphs (f) and (h) below and Clause 9.2 (Changes to Interest Periods),
                                         the Borrowers may select each subsequent Interest Period in respect of a Tranche in a
                                         Selection Notice.



 


		(b)	Each
                                         Selection Notice is irrevocable and must be delivered to the Facility Agent by the Borrowers
                                         not later than the Specified Time.



 


		(c)	If
                                         the Borrowers fail to select an Interest Period in the Utilisation Request or fail to
                                         deliver a Selection Notice to the Facility Agent in accordance with paragraphs (a) and
                                         (b) above, the relevant Interest Period will, subject to paragraphs (f) and (h) below
                                         and Clause 9.2 (Changes to Interest Periods), be three Months.



 


		(d)	Subject
                                         to this Clause 9 (Interest Periods), the Borrowers may request an Interest Period
                                         of three Months or any other period agreed by the Facility Agent (acting on the instructions
                                         of all the Lenders).



 


		(e)	An
                                         Interest Period in respect of the Loan or any part of the Loan shall not extend beyond
                                         the relevant Termination Date.



 


		(f)	In
                                         respect of a Repayment Instalment, the Borrowers may request in the relevant Selection
                                         Notice that an Interest Period for a part of the Loan equal to such Repayment Instalment
                                         shall end on the Repayment Date relating to it and, subject to paragraph (d) above, select
                                         a longer Interest Period for the remaining part of the Loan.



 


		(g)	The
                                         first Interest Period for the first Tranche to be advanced shall start on the Utilisation
                                         Date and, subject to paragraph (h) below, each subsequent Interest Period shall start
                                         on the last day of the preceding Interest Period.



 


		(h)	Except
                                         for the purposes of paragraph (f) above and Clause 9.2 (Changes to Interest Periods),
                                         the Loan shall have one Interest Period only at any time.



 


		9.2	Changes
                                         to Interest Periods



 


		(a)	In
                                         respect of a Repayment Instalment, prior to determining the interest rate for the Loan,
                                         the Facility Agent may establish an Interest Period for a part of the Loan equal to such
                                         Repayment Instalment to end on the Repayment Date relating to it and the remaining part
                                         of the Loan shall have the Interest Period selected in the relevant Selection Notice,
                                         subject to paragraph (d) of Clause 9.1 (Selection of Interest Periods).



 




    	37



    	 



    

  


		(b)	If
                                         the Facility Agent makes any change to an Interest Period referred to in this Clause
                                         9.2 (Changes to Interest Periods), it shall promptly notify the Borrowers and
                                         the Lenders.



 


		9.3	Non-Business
                                         Days



 


If
an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next
Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).


 


		10	Changes
                                         to the Calculation of Interest



 


		10.1	Unavailability
                                         of Screen Rate



 


		(a)	Interpolated
                                         Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of
                                         the Loan or any part of the Loan, the applicable LIBOR shall be the Interpolated Screen
                                         Rate for a period equal in length to the Interest Period of the Loan or that part of
                                         the Loan.



 


		(b)	Reference
                                         Bank Rate: If no Screen Rate is available for LIBOR for:



 


		(i)	dollars;
                                         or



 


		(ii)	the
                                         Interest Period of the Loan or any part of the Loan and it is not possible to calculate
                                         the Interpolated Screen Rate,



 


the
applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period
of the Loan or that part of the Loan.


 


		(c)	Cost
                                         of funds: If paragraph (b) above applies but no Reference Bank Rate is available
                                         for dollars or the relevant Interest Period there shall be no LIBOR for the Loan or that
                                         part of the Loan (as applicable) and Clause 10.4 (Cost of funds) shall apply to
                                         the Loan or that part of the Loan for that Interest Period.



 


		10.2	Calculation
                                         of Reference Bank Rate



 


		(a)	Subject
                                         to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank
                                         Rate but a Reference Bank does not supply a quotation by the Specified Time, the Reference
                                         Bank Rate shall be calculated on the basis of the quotations of the remaining Reference
                                         Banks.



 


		(b)	If
                                         at or about noon on the Quotation Day none or only one of the Reference Banks supplies
                                         a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.



 


		10.3	Market
                                         disruption



 


If
before close of business in London on the Quotation Day for the relevant Interest Period the Facility Agent receives notification
from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan is equal to or exceeds 662⁄3 per
cent. of the Loan or the relevant part of the Loan as appropriate) (the “Relevant Lender”) that the cost to
it of funding its participation in the Loan or that part of the Loan from whatever source it may reasonably select would be in
excess of LIBOR then Clause 10.4 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the
relevant Interest Period.


 




    	38



    	 



    

 


		10.4	Cost
                                         of funds



 


		(a)	If
                                         this Clause 10.4 (Cost of funds) applies, the rate of interest on the Loan or
                                         the relevant part of the Loan for the relevant Interest Period shall be the percentage
                                         rate per annum which is the sum of:



 


		(i)	the
                                         Margin; and



 


		(ii)	the
                                         weighted average of the rates notified to the Facility Agent by each Lender as soon as
                                         practicable and in any event within 5 Business Days of the first day of that Interest
                                         Period (or, if earlier, on the date falling 5 Business Days before the date on which
                                         interest is due to be paid in respect of that Interest Period) to be that which expresses
                                         as a percentage rate per annum the cost to the relevant Lender of funding its participation
                                         in the Loan or that part of the Loan from whatever source it may reasonably select.



 


		(b)	If
                                         this Clause 10.4 (Cost of funds) applies and the Facility Agent or the Borrowers
                                         so require, the Facility Agent and the Borrowers shall enter into negotiations (for a
                                         period of not more than 30 days) with a view to agreeing a substitute basis for determining
                                         the rate of interest or (as the case may be) an alternative basis for funding.



 


		(c)	Subject
                                         to Clause 43.4 (Replacement of Screen Rate), any substitute or alternative basis
                                         agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders
                                         and the Borrowers, be binding on all Parties.



 


		(d)	If
                                         paragraph (e) below does not apply and any rate notified to the Facility Agent under
                                         sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall
                                         be deemed to be zero.



 


		(e)	If
                                         this Clause ‎10.4 (Cost of funds) applies pursuant to Clause ‎10.3 (Market
                                         disruption) and:



 


		(i)	a
                                         Lender’s Funding Rate is less than LIBOR; or



 


		(ii)	a
                                         Lender does not supply a quotation by the time specified in sub-paragraph ‎(ii) of
                                         paragraph (a) above,



 


the
cost to that Lender of funding its participation in the Loan or the relevant part of the Loan for that Interest Period shall be
deemed, for the purposes of paragraph (a) above, to be LIBOR.


 


		(f)	If
                                         this Clause 10.4 (Cost of funds) applies but any Lender does not supply a quotation
                                         by the time specified in sub-paragraph (ii) of paragraph (a) above, the rate of interest
                                         shall be calculated on the basis of the quotations of the remaining Lenders.



 


		10.5	Break
                                         Costs



 


		(a)	The
                                         Borrowers shall, within five Business Days of demand by a Finance Party, pay to that
                                         Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum
                                         being paid by a Borrower on a day other than the last day of an Interest Period for the
                                         Loan, the relevant part of the Loan or that Unpaid Sum.



 




    	39



    	 



    

 


		(b)	Each
                                         Lender shall, as soon as reasonably practicable after a demand by the Facility Agent,
                                         provide a certificate confirming the amount of its Break Costs for any Interest Period
                                         in which they accrue.



 


		11	Fees



 


		11.1	Commitment
                                         fee



 


		(a)	The
                                         Borrowers shall pay to the Facility Agent (for the account of each Lender) a fee computed
                                         at the rate of 2.325 per cent. per annum on that Lender’s Available Commitment
                                         from time to time for the Availability Period.



 


		(b)	The
                                         accrued commitment fee is payable on the last day of the Availability Period and, if
                                         cancelled, on the cancelled amount of the relevant Lender’s Commitment at the time
                                         the cancellation is effective.



 


		11.2	Arrangement
                                         fee



 


The
Borrowers shall pay to the Arranger the Arrangement Fee in the amount and at the times agreed in a Fee Letter.


 


		11.3	Advisory
                                         fee



 


The
Borrowers shall pay to the Facility Agent (for its own account) the Advisory Fee in the amount and at the times agreed in a Fee
Letter.


 


		11.4	Prepayment
                                         fee



 


		(a)	Subject
                                         to paragraph (c) below, the Borrowers must pay to the Facility Agent for each Lender
                                         a prepayment fee (the “Prepayment Fee”) on the date of prepayment
                                         of all or any part of the Loan pursuant to Clause 7.3 (Voluntary prepayment of Loan)
                                         and, in case of a sale of a Ship, Clause 7.4 (Mandatory prepayment on sale or Total
                                         Loss).



 


		(b)	The
                                         amount of the Prepayment Fee is:



 


		(i)	in
                                         respect of Tranche A:



 


		(A)	if
                                         the prepayment occurs on or before the first anniversary of the earlier of (A) the Utilisation
                                         Date and (B) the end of the Availability Period, 2.50 per cent. of the amount prepaid;



 


		(B)	if
                                         the prepayment occurs after the first, but on or before the second, anniversary of the
                                         earlier of (A) the Utilisation Date and (B) the end of the Availability Period, 1.50
                                         per cent. of the amount prepaid;



 


		(C)	if
                                         the prepayment occurs after the second, but on or before the third, anniversary of the
                                         earlier of (A) the Utilisation Date and (B) the end of the Availability Period, 1.00
                                         per cent. of the amount prepaid; and



 


		(D)	if
                                         the prepayment occurs after the third, but on or before the fourth, anniversary of the
                                         earlier of (A) the Utilisation Date and (B) the end of the Availability Period, 0.50
                                         per cent. of the amount prepaid; and



 




    	40



    	 



    

 


		(ii)	in
                                         respect of each of Tranche B and Tranche C:



 


		(A)	if
                                         the prepayment occurs on or before the first anniversary of the earlier of (A) the Utilisation
                                         Date and (B) the end of the Availability Period, 0.50 per cent. of the amount prepaid;



 


		(B)	if
                                         the prepayment occurs after the first, but on or before the second, anniversary of the
                                         earlier of (A) the Utilisation Date and (B) the end of the Availability Period, 1.50
                                         per cent. of the amount prepaid;



 


		(C)	if
                                         the prepayment occurs after the second, but on or before the third, anniversary of the
                                         earlier of (A) the Utilisation Date and (B) the end of the Availability Period, 1.00
                                         per cent. of the amount prepaid; and



 


		(D)	if
                                         the prepayment occurs after the third, but on or before the fourth, anniversary of the
                                         earlier of (A) the Utilisation Date and (B) the end of the Availability Period, 0.50
                                         per cent. of the amount prepaid.



 


		(c)	No
                                         Prepayment Fee shall be payable under this Clause if the prepayment is made under Clause
                                         7.1 (Illegality), under Clause 7.4 (Mandatory prepayment on sale or Total Loss)
                                         as a result of a Total Loss of the Ship, under Clause 7.3 (Voluntary prepayment of
                                         Loan) in the case of a full or partial refinancing of the Loan by the Original Lenders
                                         or any of their Affiliates, under Clause 25.2 (Provision of additional security; prepayment)
                                         or under Clause 26.4(d) (Transfers to the Maintenance Accounts).



 




    	41



    	 



    

 


Section
6



Additional Payment Obligations


 


		12	Tax
                                         Gross Up and Indemnities



 


		12.1	Definitions



 


		(a)	In
                                         this Agreement:



 


“Protected
Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on
account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable)
under a Finance Document.


 


“Tax
Credit” means a credit against, relief or remission for, or repayment of any Tax.


 


“Tax
Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other
than a FATCA Deduction.


 


“Tax
Payment” means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up)
or a payment under Clause 12.3 (Tax indemnity).


 


		(b)	Unless
                                         a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities)
                                         reference to “determines” or “determined” means a determination
                                         made in the absolute discretion of the person making the determination.



 


		12.2	Tax
                                         gross-up



 


		(a)	Each
                                         Obligor shall make all payments to be made by it without any Tax Deduction, unless a
                                         Tax Deduction is required by law.



 


		(b)	The
                                         Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction
                                         (or that there is any change in the rate or the basis of a Tax Deduction) notify the
                                         Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming
                                         so aware in respect of a payment payable to that Lender. If the Facility Agent receives
                                         such notification from a Lender it shall notify the Borrowers and that Obligor.



 


		(c)	If
                                         a Tax Deduction is required by law to be made by an Obligor, the amount of the payment
                                         due from that Obligor shall be increased to an amount which (after making any Tax Deduction)
                                         leaves an amount equal to the payment which would have been due if no Tax Deduction had
                                         been required.



 


		(d)	If
                                         an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction
                                         and any payment required in connection with that Tax Deduction within the time allowed
                                         and in the minimum amount required by law.



 


		(e)	Within
                                         30 days of making either a Tax Deduction or any payment required in connection with that
                                         Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent
                                         for the Finance Party entitled to the payment evidence reasonably satisfactory to that
                                         Finance Party that the Tax Deduction has been made or (as applicable) any appropriate
                                         payment paid to the relevant taxing authority.



 




    	42



    	 



    

 


		12.3	Tax
                                         indemnity



 


		(a)	The
                                         Obligors shall (within three Business Days of demand by the Facility Agent) pay to a
                                         Protected Party an amount equal to the loss, liability or cost which that Protected Party
                                         determines will be or has been (directly or indirectly) suffered for or on account of
                                         Tax by that Protected Party in respect of a Finance Document.



 


		(b)	Paragraph
                                         (a) above shall not apply:



 


		(i)	with
                                         respect to any Tax assessed on a Finance Party:



 


		(A)	under
                                         the law of the jurisdiction in which that Finance Party is incorporated or, if different,
                                         the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident
                                         for tax purposes; or



 


		(B)	under
                                         the law of the jurisdiction in which that Finance Party’s Facility Office is located
                                         in respect of amounts received or receivable in that jurisdiction,



 


if
that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received
or receivable) by that Finance Party; or


 


		(ii)	to
                                         the extent a loss, liability or cost:



 


		(A)	is
                                         compensated for by an increased payment under Clause 12.2 (Tax gross-up); or



 


		(B)	relates
                                         to a FATCA Deduction required to be made by a Party.



 


		(c)	A
                                         Protected Party making, or intending to make, a claim under paragraph (a) above shall
                                         promptly notify the Facility Agent of the event which will give, or has given, rise to
                                         the claim, following which the Facility Agent shall notify the Obligors.



 


		(d)	A
                                         Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3
                                         (Tax indemnity), notify the Facility Agent.



 


		12.4	Tax
                                         Credit



 


If
an Obligor makes a Tax Payment and the relevant Finance Party determines that:


 


		(a)	a
                                         Tax Credit is attributable to an increased payment of which that Tax Payment forms part,
                                         to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was
                                         received; and



 


		(b)	that
                                         Finance Party has obtained and utilised that Tax Credit (which it shall do whenever possible),



 


the
Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the
same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.


 




    	43



    	 



    

 


		12.5	Stamp
                                         taxes



 


The
Obligors shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability
which that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any
Finance Document.


 


		12.6	VAT



 


		(a)	All
                                         amounts expressed to be payable under a Finance Document by any Party to a Finance Party
                                         which (in whole or in part) constitute the consideration for any supply for VAT purposes
                                         are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly,
                                         subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by
                                         any Finance Party to any Party under a Finance Document and such Finance Party is required
                                         to account to the relevant tax authority for the VAT, that Party must pay to such Finance
                                         Party (in addition to and at the same time as paying any other consideration for such
                                         supply) an amount equal to the amount of the VAT (and such Finance Party must promptly
                                         provide an appropriate VAT invoice to that Party).



 


		(b)	If
                                         VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”)
                                         to any other Finance Party (the “Recipient”) under a Finance Document,
                                         and any Party other than the Recipient (the “Relevant Party”) is required
                                         by the terms of any Finance Document to pay an amount equal to the consideration for
                                         that supply to the Supplier (rather than being required to reimburse or indemnify the
                                         Recipient in respect of that consideration):



 


		(i)	(where
                                         the Supplier is the person required to account to the relevant tax authority for the
                                         VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that
                                         amount) an additional amount equal to the amount of the VAT. The Recipient must (where
                                         this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to
                                         any credit or repayment the Recipient receives from the relevant tax authority which
                                         the Recipient reasonably determines relates to the VAT chargeable on that supply; and



 


		(ii)	(where
                                         the Recipient is the person required to account to the relevant tax authority for the
                                         VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the
                                         Recipient an amount equal to the VAT chargeable on that supply but only to the extent
                                         that the Recipient reasonably determines that it is not entitled to credit or repayment
                                         from the relevant tax authority in respect of that VAT.



 


		(c)	Where
                                         a Finance Document requires any Party to reimburse or indemnify a Finance Party for any
                                         cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance
                                         Party for the full amount of such cost or expense, including such part of it as represents
                                         VAT, save to the extent that such Finance Party reasonably determines that it is entitled
                                         to credit or repayment in respect of such VAT from the relevant tax authority.



 


		(d)	Any
                                         reference in this Clause 12.6 (VAT) to any Party shall, at any time when that
                                         Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes,
                                         include (where appropriate and unless the context otherwise requires) a reference to
                                         the person who is treated at that time as making the supply, or (as appropriate) receiving
                                         the supply, under the grouping rules (provided for in Article 11 of Council Directive
                                         2006/112/EC or as implemented by the relevant member state of the European Union) so
                                         that a reference to a Party shall be construed as a reference to that Party or the relevant
                                         group or unity (or fiscal unity) of which that Party is a member for VAT purposes at
                                         the relevant time or the relevant representative member (or representative or head) of
                                         that group or unity at the relevant time (as the case may be).



 




    	44



    	 



    

 


		(e)	In
                                         relation to any supply made by a Finance Party to any Party under a Finance Document,
                                         if reasonably requested by such Finance Party, that Party must promptly provide such
                                         Finance Party with details of that Party’s VAT registration and such other information
                                         as is reasonably requested in connection with such Finance Party’s VAT reporting
                                         requirements in relation to such supply.



 


		12.7	FATCA
                                         Information



 


		(a)	Subject
                                         to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request
                                         by another Party:



 


		(i)	confirm
                                         to that other Party whether it is:



 


		(A)	a
                                         FATCA Exempt Party; or



 


		(B)	not
                                         a FATCA Exempt Party; and



 


		(ii)	supply
                                         to that other Party such forms, documentation and other information relating to its status
                                         under FATCA as that other Party reasonably requests for the purposes of that other Party’s
                                         compliance with FATCA; and



 


		(iii)	supply
                                         to that other Party such forms, documentation and other information relating to its status
                                         as that other Party reasonably requests for the purposes of that other Party’s
                                         compliance with any other law, regulation or exchange of information regime.



 


		(b)	If
                                         a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above
                                         that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or
                                         has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably
                                         promptly.



 


		(c)	Paragraph
                                         (a) above shall not oblige any Finance Party to do anything and sub-paragraph (iii) of
                                         paragraph (a) above shall not oblige any other Party to do anything which would or might
                                         in its reasonable opinion constitute a breach of:



 


		(i)	any
                                         law or regulation;



 


		(ii)	any
                                         fiduciary duty; or



 


		(iii)	any
                                         duty of confidentiality.



 


		(d)	If
                                         a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms,
                                         documentation or other information requested in accordance with sub-paragraphs (i) or
                                         (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c)
                                         above applies), then such Party shall be treated for the purposes of the Finance Documents
                                         (and payments under them) as if it is not a FATCA Exempt Party until such time as the
                                         Party in question provides the requested confirmation, forms, documentation or other
                                         information.



 




    	45



    	 



    

 





		(e)	If
                                         a Borrower is a US Tax Obligor, or the Facility Agent reasonably believes that its obligations
                                         under FATCA or any other applicable law or regulation require it, each Lender shall,
                                         within ten Business Days of:


 


		(i)	where
                                         a Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date
                                         of this Agreement;



 


		(ii)	where
                                         a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender,
                                         the relevant Transfer Date; or



 


		(iii)	where
                                         a Borrower is not a US Tax Obligor, the date of a request from the Facility Agent,



 


supply
to the Facility Agent:


 


		(i)	a
                                         withholding certificate on Form W-8, Form W-9 or any other relevant form; or



 


		(ii)	any
                                         withholding statement or other document, authorisation or waiver as the Facility Agent
                                         may require to certify or establish the status of such Lender under FATCA or that other
                                         law or regulation.



 


		(f)	The
                                         Facility Agent shall provide any withholding certificate, withholding statement, document,
                                         authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to
                                         the Borrowers.



 


		(g)	If
                                         any withholding certificate, withholding statement, document, authorisation or waiver
                                         provided to the Facility Agent by a Lender pursuant to paragraph (e) above is or becomes
                                         materially inaccurate or incomplete, that Lender shall promptly update it and provide
                                         such updated withholding certificate, withholding statement, document, authorisation
                                         or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which
                                         case the Lender shall promptly notify the Facility Agent). The Facility Agent shall provide
                                         any such updated withholding certificate, withholding statement, document, authorisation
                                         or waiver to the Borrowers.



 


		(h)	The
                                         Facility Agent may rely on any withholding certificate, withholding statement, document,
                                         authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above
                                         without further verification. The Facility Agent shall not be liable for any action taken
                                         by it under or in connection with paragraphs (e), (f) or (g) above.



 


		12.8	FATCA
                                         Deduction



 


		(a)	Each
                                         Party may make any FATCA Deduction it is required to make by FATCA, and any payment required
                                         in connection with that FATCA Deduction, and no Party shall be required to increase any
                                         payment in respect of which it makes such a FATCA Deduction or otherwise compensate the
                                         recipient of the payment for that FATCA Deduction.



 


		(b)	Each
                                         Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that
                                         there is any change in the rate or the basis of such FATCA Deduction), notify the Party
                                         to whom it is making the payment and, in addition, shall notify each Obligor and the
                                         Facility Agent and the Facility Agent shall notify the other Finance Parties.



 




    	46



    	 



    

 


		13	Increased
                                         Costs



 


		13.1	Increased
                                         costs



 


		(a)	Subject
                                         to Clause 13.3 (Exceptions), the Borrowers shall, within five Business Days of
                                         a demand by the Facility Agent, pay for the account of a Finance Party the amount of
                                         any Increased Costs incurred by that Finance Party or any of its Affiliates as a result
                                         of:



 


		(i)	the
                                         introduction of or any change in (or in the interpretation, administration or application
                                         of) any law or regulation; or



 


		(ii)	compliance
                                         with any law or regulation made,



 


in
each case after the date of this Agreement; or


 


		(iii)	the
                                         implementation, application of or compliance with Basel III or CRD IV or any law or regulation
                                         that implements or applies Basel III or CRD IV.



 


		(b)	In
                                         this Agreement:



 


		(i)	“Basel
                                         III” means:



 


		(A)	the
                                         agreements on capital requirements, a leverage ratio and liquidity standards contained
                                         in “Basel III: A global regulatory framework for more resilient banks and banking
                                         systems”, “Basel III: International framework for liquidity risk measurement,
                                         standards and monitoring” and “Guidance for national authorities operating
                                         the countercyclical capital buffer” published by the Basel Committee on Banking
                                         Supervision in December 2010, each as amended, supplemented or restated;



 


		(B)	the
                                         rules for global systemically important banks contained in “Global systemically
                                         important banks: assessment methodology and the additional loss absorbency requirement
                                         - Rules text” published by the Basel Committee on Banking Supervision in November
                                         2011, as amended, supplemented or restated; and



 


		(C)	any
                                         further guidance or standards published by the Basel Committee on Banking Supervision
                                         relating to “Basel III”.



 


		(ii)	“CRD
                                         IV” means:



 


		(A)	Regulation
                                         (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential
                                         requirements for credit institutions and investment firms and amending regulation (EU)
                                         No. 648/2012;



 


		(B)	Directive
                                         2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to
                                         the activity of credit institutions and the prudential supervision of credit institutions
                                         and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC
                                         and 2006/49/EC; and



 


		(C)	any
                                         other law or regulation which implements Basel III.



 


		(iii)	“Increased
                                         Costs” means:



 




    	47



    	 



    

 


		(A)	a
                                         reduction in the rate of return from the Facility or on a Finance Party’s (or its
                                         Affiliate’s) overall capital;



 


		(B)	an
                                         additional or increased cost; or



 


		(C)	a
                                         reduction of any amount due and payable under any Finance Document,



 


which
is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party
having entered into its Commitment or funding or performing its obligations under any Finance Document.


 


		13.2	Increased
                                         cost claims



 


		(a)	A
                                         Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs)
                                         shall notify the Facility Agent of the event giving rise to the claim and the amount
                                         of its Increased Costs, following which the Facility Agent shall promptly notify the
                                         Borrowers.



 


		(b)	Each
                                         Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide
                                         a certificate confirming the amount of its Increased Costs.



 


		(c)	The
                                         Facility Agent’s notice to the Borrowers shall be accompanied by any supporting
                                         documentation calculating the amount of any payment to be made under this Clause.



 


		13.3	Exceptions



 


Clause
13.1 (Increased costs) does not apply to the extent any Increased Cost is:


 


		(a)	attributable
                                         to a Tax Deduction required by law to be made by an Obligor;



 


		(b)	attributable
                                         to a FATCA Deduction required to be made by a Party;



 


		(c)	compensated
                                         for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause
                                         12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions
                                         in paragraph (b) of Clause 12.3 (Tax indemnity) applied);



 


		(d)	compensated
                                         for by any payment made pursuant to Clause 14.3 (Mandatory Cost); or



 


		(e)	attributable
                                         to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.



 


		14	Other
                                         Indemnities



 


		14.1	Currency
                                         indemnity



 


		(a)	If
                                         any sum due from an Obligor under the Finance Documents (a “Sum”),
                                         or any order, judgment or award given or made in relation to a Sum, has to be converted
                                         from the currency (the “First Currency”) in which that Sum is payable
                                         into another currency (the “Second Currency”) for the purpose of:



 


		(i)	making
                                         or filing a claim or proof against that Obligor; or



 


		(ii)	obtaining
                                         or enforcing an order, judgment or award in relation to any litigation or arbitration
                                         proceedings,



 




    	48



    	 



    

 


that
Obligor shall, as an independent obligation, on demand, indemnify each Secured Party to which that Sum is due against any cost,
loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used
to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person
at the time of its receipt of that Sum.


 


		(b)	Each
                                         Obligor waives any right it may have in any jurisdiction to pay any amount under the
                                         Finance Documents in a currency or currency unit other than that in which it is expressed
                                         to be payable.



 


		14.2	Other
                                         indemnities



 


		(a)	Each
                                         Obligor shall, on demand, indemnify each Secured Party against any cost, loss or liability
                                         incurred by it as a result of:



 


		(i)	the
                                         occurrence of any Event of Default;



 


		(ii)	a
                                         failure by a Transaction Obligor to pay any amount due under a Finance Document on its
                                         due date, including without limitation, any cost, loss or liability arising as a result
                                         of Clause 33 (Sharing among the Finance Parties);



 


		(iii)	funding,
                                         or making arrangements to fund, its participation in an Advance requested by the Borrowers
                                         in the Utilisation Request but not made by reason of the operation of any one or more
                                         of the provisions of this Agreement (other than by reason of default or negligence by
                                         that Secured Party alone); or



 


		(iv)	the
                                         Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment
                                         given by the Borrowers.



 


		(b)	Each
                                         Obligor shall, on demand, indemnify each Finance Party, each Affiliate of a Finance Party
                                         and each officer or employee of a Finance Party or its Affiliate (each such person for
                                         the purposes of this Clause 14.2 (Other indemnities) an “Indemnified
                                         Person”), against any cost, loss or liability incurred by that Indemnified
                                         Person pursuant to or in connection with any litigation, arbitration or administrative
                                         proceedings or regulatory enquiry, in connection with or arising out of the entry into
                                         and the transactions contemplated by the Finance Documents, having the benefit of any
                                         Security constituted by the Finance Documents or which relates to the condition or operation
                                         of, or any incident occurring in relation to, any Ship unless such cost, loss or liability
                                         is caused by the gross negligence or wilful misconduct of that Indemnified Person.



 


		(c)	Without
                                         limiting, but subject to any limitations set out in paragraph (b) above, the indemnity
                                         in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified
                                         Person in any jurisdiction:



 


		(i)	arising
                                         or asserted under or in connection with any law relating to safety at sea, the ISM Code,
                                         any Environmental Law or any Sanctions; or



 


		(ii)	in
                                         connection with any Environmental Claim.



 


		(d)	Any
                                         Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may
                                         rely on this Clause 14.2 (Other indemnities) subject to Clause 1.5 (Third party
                                         rights) and the provisions of the Third Parties Act.



 




    	49



    	 



    

 


		14.3	Mandatory
                                         Cost



 


Each
Borrower shall, on demand by the Facility Agent, pay to the Facility Agent for the account of the relevant Lender, such amount
which any Lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate
it for complying with:


 


		(a)	in
                                         the case of a Lender lending from a Facility Office in a Participating Member State,
                                         the minimum reserve requirements (or other requirements having the same or similar purpose)
                                         of the European Central Bank or any other authority or agency which replaces all or any
                                         of its functions) in respect of loans made from that Facility Office; and



 


		(b)	in
                                         the case of any Lender lending from a Facility Office in the United Kingdom, any reserve
                                         asset, special deposit or liquidity requirements (or other requirements having the same
                                         or similar purpose) of the Bank of England (or any other governmental authority or agency)
                                         and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation
                                         Authority (or any other governmental authority or agency which replaces all or any of
                                         their functions),



 


which,
in each case, is referable to that Lender’s participation in the Loan. Such demand to the Borrowers shall, if possible and
readily available, be accompanied by supportive documentation calculating the amount of any payment to be made under this Clause.


 


		14.4	Indemnity
                                         to the Facility Agent



 


Each
Obligor shall, on demand, indemnify the Facility Agent against:


 


		(a)	any
                                         cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result
                                         of:



 


		(i)	investigating
                                         any event which it reasonably believes is a Default; or



 


		(ii)	acting
                                         or relying on any notice, request or instruction which it reasonably believes to be genuine,
                                         correct and appropriately authorised; or



 


		(iii)	instructing
                                         lawyers, accountants, tax advisers, surveyors or other professional advisers or experts
                                         as permitted under the Finance Documents; and



 


		(b)	any
                                         cost, loss or liability incurred by the Facility Agent (otherwise than by reason of the
                                         Facility Agent’s gross negligence or wilful misconduct) or, in the case of any
                                         cost, loss or liability pursuant to Clause 34.11 (Disruption to Payment Systems etc.)
                                         notwithstanding the Facility Agent’s negligence, gross negligence or any other
                                         category of liability whatsoever but not including any claim based on the fraud of the
                                         Facility Agent in acting as Facility Agent under the Finance Documents.



 


		14.5	Indemnity
                                         to the Security Agent



 


		(a)	Each
                                         Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate
                                         against any cost, loss or liability incurred by any of them:



 


		(i)	in
                                         relation to or as a result of:



 


		(A)	any
                                         failure by a Borrower to comply with its obligations under Clause 16 (Costs and Expenses);



 




    	50



    	 



    

 


		(B)	acting
                                         or relying on any notice, request or instruction which it reasonably believes to be genuine,
                                         correct and appropriately authorised;



 


		(C)	the
                                         taking, holding, protection or enforcement of the Finance Documents and the Transaction
                                         Security;



 


		(D)	the
                                         exercise of any of the rights, powers, discretions, authorities and remedies vested in
                                         the Security Agent and each Receiver and Delegate by the Finance Documents or by law;



 


		(E)	any
                                         default by any Transaction Obligor in the performance of any of the obligations expressed
                                         to be assumed by it in the Finance Documents;



 


		(F)	any
                                         action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise
                                         prejudicial to, the Transaction Security; and



 


		(G)	instructing
                                         lawyers, accountants, tax advisers, surveyors or other professional advisers or experts
                                         as permitted under the Finance Documents.



 


		(ii)	acting
                                         as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise
                                         relates to any of the Security Property or the performance of the terms of this Agreement
                                         or the other Finance Documents (otherwise, in each case, than by reason of the relevant
                                         Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful
                                         misconduct or fraud).



 


		(b)	The
                                         Security Agent and every Receiver and Delegate may, in priority to any payment to the
                                         Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and
                                         retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity
                                         to the Security Agent) and shall have a lien on the Transaction Security and the
                                         proceeds of the enforcement of the Transaction Security for all monies payable to it.



 


		15	Mitigation
                                         by the Finance Parties



 


		15.1	Mitigation



 


		(a)	Each
                                         Finance Party shall, in consultation with the Borrowers, take all reasonable steps to
                                         mitigate any circumstances which arise and which would result in any amount becoming
                                         payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality),
                                         Clause 12 (Tax Gross Up and Indemnities), Clause 13 (Increased Costs) or
                                         paragraph (a) of Clause 14.3 (Mandatory Cost) including (but not limited to) transferring
                                         its rights and obligations under the Finance Documents to another Affiliate or Facility
                                         Office.



 


		(b)	Paragraph
                                         (a) above does not in any way limit the obligations of any Transaction Obligor under
                                         the Finance Documents.



 


		15.2	Limitation
                                         of liability



 


		(a)	Each
                                         Obligor shall, on demand, indemnify each Finance Party for all costs and expenses reasonably
                                         incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).



 


		(b)	A
                                         Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation)
                                         if either:



 




    	51



    	 



    

 


		(i)	a
                                         Default (other than a technical default which is highly unlikely to lead to a serious
                                         default and for which notice of default has not been given by the Facility Agent) has
                                         occurred and is continuing; or



 


		(ii)	in
                                         the opinion of that Finance Party (acting reasonably), to do so might be prejudicial
                                         to it.



 


		16	Costs
                                         and Expenses



 


		16.1	Transaction
                                         expenses



 


The
Obligors shall, on demand, pay the Facility Agent, the Security Agent and the Arranger the amount of all costs and expenses (including
legal fees) reasonably incurred by any Secured Party in connection with the negotiation, preparation, printing, execution, syndication
and perfection of:


 


		(a)	this
                                         Agreement and any other documents referred to in this Agreement or in a Security Document;
                                         and



 


		(b)	any
                                         other Finance Documents executed after the date of this Agreement.



 


		16.2	Amendment
                                         costs



 


If:


 


		(a)	a
                                         Transaction Obligor requests an amendment, waiver or consent; or



 


		(b)	an
                                         amendment is required pursuant to Clause 34.9 (Change of currency); or



 


		(c)	a
                                         Transaction Obligor requests, and the Security Agent agrees to, the release of all or
                                         any part of the Security Assets from the Transaction Security,



 


the
Obligors shall, on demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses
(including legal fees) reasonably incurred by each Secured Party in responding to, evaluating, negotiating or complying with that
request or requirement.


 


		16.3	Enforcement
                                         and preservation costs



 


The
Obligors shall, on demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that
Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction
Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document,
taking or holding the Transaction Security, or enforcing those rights.


 




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Section
7



Guarantee


 


		17	Guarantee
                                         and Indemnity - Corporate Guarantor



 


		17.1	Guarantee
                                         and indemnity



 


The
Corporate Guarantor irrevocably and unconditionally:


 


		(a)	guarantees
                                         to each Finance Party punctual performance by each Transaction Obligor other than the
                                         Corporate Guarantor of all such other Transaction Obligor’s obligations under the
                                         Finance Documents;



 


		(b)	undertakes
                                         with each Finance Party that whenever a Transaction Obligor other than the Corporate
                                         Guarantor does not pay any amount when due under or in connection with any Finance Document,
                                         the Corporate Guarantor shall immediately on demand pay that amount as if it were the
                                         principal obligor; and



 


		(c)	agrees
                                         with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable,
                                         invalid or illegal, it will, as an independent and primary obligation, indemnify that
                                         Finance Party immediately on demand against any cost, loss or liability it incurs as
                                         a result of a Transaction Obligor other than the Corporate Guarantor not paying any amount
                                         which would, but for such unenforceability, invalidity or illegality, have been payable
                                         by it under any Finance Document on the date when it would have been due. The amount
                                         payable by the Corporate Guarantor under this indemnity will not exceed the amount it
                                         would have had to pay under this Clause 17 (Guarantee and Indemnity - Corporate Guarantor)
                                         if the amount claimed had been recoverable on the basis of a guarantee.



 


		17.2	Continuing
                                         guarantee



 


This
guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction Obligor under the
Finance Documents, regardless of any intermediate payment or discharge in whole or in part.


 


		17.3	Reinstatement



 


If
any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those
obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition
which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability
of the Corporate Guarantor under this Clause 17 (Guarantee and Indemnity - Corporate Guarantor) will continue or be reinstated
as if the discharge, release or arrangement had not occurred.


 




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		17.4	Waiver
                                         of defences



 


The
obligations of the Corporate Guarantor under this Clause 17 (Guarantee and Indemnity - Corporate Guarantor) and in respect
of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause
17.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee
and Indemnity - Corporate Guarantor) or in respect of any Transaction Security (without limitation and whether or not known
to it or any Secured Party) including:



 


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



 


		(b)	the
                                         release of any other Transaction Obligor or any other person under the terms of any composition
                                         or arrangement with any creditor of any Transaction Obligor;



 


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



 


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



 


		(e)	any
                                         amendment, novation, supplement, extension, restatement (however fundamental and whether
                                         or not more onerous) or replacement of any Finance Document or any other document or
                                         security including, without limitation, any change in the purpose of, any extension of
                                         or any increase in any facility or the addition of any new facility under any Finance
                                         Document or other document or security;



 


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



 


		(g)	any
                                         insolvency or similar proceedings.



 


		17.5	Immediate
                                         recourse



 


The
Corporate Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf)
to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence
any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under
this Clause 17 (Guarantee and Indemnity - ). This waiver applies irrespective of any law or any provision of a Finance
Document to the contrary.


 


		17.6	Appropriations



 


Until
all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have
been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:


 


		(a)	refrain
                                         from applying or enforcing any other moneys, security or rights held or received by that
                                         Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or
                                         apply and enforce the same in such manner and order as it sees fit (whether against those
                                         amounts or otherwise) and the Corporate Guarantor shall not be entitled to the benefit
                                         of the same; and



 




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		(b)	hold
                                         in an interest-bearing suspense account any moneys received from the Corporate Guarantor
                                         or on account of the Corporate Guarantor’s liability under this Clause 17 (Guarantee
                                         and Indemnity - Corporate Guarantor).



 


		17.7	Deferral
                                         of Corporate Guarantor’s rights



 


All
rights which the Corporate Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction)
against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the
Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs,
the Corporate Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it
is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason
of any amount being payable, or liability arising, under this Clause17 (Guarantee and Indemnity - Corporate Guarantor):


 


		(a)	to
                                         be indemnified by a Transaction Obligor;



 


		(b)	to
                                         claim any contribution from any third party providing security for, or any other guarantor
                                         of, any Transaction Obligor’s obligations under the Finance Documents;



 


		(c)	to
                                         take the benefit (in whole or in part and whether by way of subrogation or otherwise)
                                         of any rights of the Secured Parties under the Finance Documents or of any other guarantee
                                         or security taken pursuant to, or in connection with, the Finance Documents by any Secured
                                         Party;



 


		(d)	to
                                         bring legal or other proceedings for an order requiring any Transaction Obligor to make
                                         any payment, or perform any obligation, in respect of which the Corporate Guarantor has
                                         given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity);



 


		(e)	to
                                         exercise any right of set-off against any Transaction Obligor; and/or



 


		(f)	to
                                         claim or prove as a creditor of any Transaction Obligor in competition with any Secured
                                         Party.



 


If
the Corporate Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment
or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction
Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly
pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 34
(Payment Mechanics).


 


		17.8	Additional
                                         security



 


This
guarantee and any other Security given by the Corporate Guarantor is in addition to and is not in any way prejudiced by, and shall
not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or
any right of set-off or netting or right to combine accounts in connection with the Finance Documents.


 


		17.9	Applicability
                                         of provisions of Guarantee to other Security



 


Clauses
17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver of defences), 17.5 (Immediate recourse),
17.6 (Appropriations), 17.7 (Deferral of Corporate Guarantor’s rights) and 17.8 (Additional security)
shall apply, with any necessary modifications, to any Security which the Corporate Guarantor creates (whether at the time at which
it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.


 




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		18	Joint
                                         and Several Liability of the Borrowers



 


		18.1	Joint
                                         and several liability



 


All
liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.


 


		18.2	Waiver
                                         of defences



 


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


 


		(a)	this
                                         Agreement being or later becoming void, unenforceable or illegal as regards any other
                                         Borrower;



 


		(b)	any
                                         Lender or the Security Agent entering into any rescheduling, refinancing or other arrangement
                                         of any kind with any other Borrower;



 


		(c)	any
                                         Lender or the Security Agent releasing any other Borrower or any Security created by
                                         a Finance Document; or



 


		(d)	any
                                         time, waiver or consent granted to, or composition with any other Borrower or other person;



 


		(e)	the
                                         release of any other Borrower or any other person under the terms of any composition
                                         or arrangement with any creditor of any member of the Group;



 


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



 


		(g)	any
                                         incapacity or lack of power, authority or legal personality of or dissolution or change
                                         in the members or status of any other Borrower or any other person;



 


		(h)	any
                                         amendment, novation, supplement, extension, restatement (however fundamental, and whether
                                         or not more onerous) or replacement of a Finance Document or any other document or security
                                         including, without limitation, any change in the purpose of, any extension of or any
                                         increase in any facility or the addition of any new facility under any Finance Document
                                         or other document or security;



 


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



 


		(j)	any
                                         insolvency or similar proceedings.



 




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		18.3	Principal
                                         Debtor



 


Each
Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this
Agreement and the Finance Documents and no Borrower shall, in any circumstances, be construed to be a surety for the obligations
of any other Borrower under this Agreement.


 


		18.4	Borrower
                                         restrictions



 


		(a)	Subject
                                         to paragraph (b) below, during the Security Period no Borrower shall:



 


		(i)	claim
                                         any amount which may be due to it from any other Borrower whether in respect of a payment
                                         made under, or matter arising out of, this Agreement or any Finance Document, or any
                                         matter unconnected with this Agreement or any Finance Document; or



 


		(ii)	take
                                         or enforce any form of security from any other Borrower for such an amount, or in any
                                         way seek to have recourse in respect of such an amount against any asset of any other
                                         Borrower; or



 


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



 


		(iv)	prove
                                         or claim for such an amount in any liquidation, administration, arrangement or similar
                                         procedure involving any other Borrower; or



 


		(v)	exercise
                                         or assert any combination of the foregoing.



 


		(b)	If
                                         during the Security Period, the Facility Agent, by notice to a Borrower, requires it
                                         to take any action referred to in paragraph (a) above in relation to any other Borrower,
                                         that Borrower shall take that action as soon as practicable after receiving the Facility
                                         Agent’s notice.



 


		18.5	Deferral
                                         of Borrowers’ rights



 


Until
all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably
paid in full and unless the Facility Agent otherwise directs, no Borrower will exercise any rights which it may have by reason
of performance by it of its obligations under the Finance Documents:


 


		(a)	to
                                         be indemnified by any other Borrower; or



 


		(b)	to
                                         claim any contribution from any other Borrower in relation to any payment made by it
                                         under the Finance Documents.



 




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Section
8



Representations, Undertakings and Events of Default


 


		19	Representations



 


		19.1	General



 


Each
Obligor makes the representations and warranties set out in this Clause 19 (Representations) to each Finance Party on the
date of this Agreement.


 


		19.2	Status



 


		(a)	On
                                         the date of this Agreement, each Borrower is a corporation, duly incorporated and validly
                                         existing in good standing under the law of the Republic of The Marshall Islands.



 


		(b)	On
                                         the Re-domiciliation Date, each Borrower shall be (and will thereafter continue to be)
                                         a corporation, duly incorporated and validly existing in good standing under the law
                                         of the Republic of Malta.



 


		(c)	The
                                         Corporate Guarantor is a corporation duly incorporated and validly existing in good standing
                                         under the law of its jurisdiction of incorporation.



 


		(d)	It
                                         and each Transaction Obligor has the power to own its assets and carry on its business
                                         as it is being conducted.



 


		19.3	Share
                                         capital and ownership



 


		(a)	On
                                         the date of this Agreement, each Borrower has an authorised share capital of 500 registered
                                         shares of a par value of US$5 per share, all of which have been issued in registered
                                         form and are fully paid.



 


		(b)	On
                                         the Re-domiciliation Date, each Borrower shall have (and thereafter will continue to
                                         have) an authorised share capital of $2,500 divided into
                                         five hundred (500) ordinary shares of five US$5 each, all of which will have been issued
                                         in registered form and will have been fully paid.



 


		(c)	The
                                         Corporate Guarantor owns one hundred per cent (100%) of the shares in each Borrower.



 


		(d)	The
                                         legal title to and beneficial interest in the share capital in each Borrower is held
                                         free of any Security (other than pursuant to the relevant Shares Security) or any other
                                         claim by the Corporate Guarantor.



 


		(e)	None
                                         of the shares in any Borrower is subject to any option to purchase, pre-emption rights
                                         or similar rights.



 


		19.4	Binding
                                         obligations



 


The
obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable
obligations.


 


		19.5	Validity,
                                         effectiveness and ranking of Security



 


		(a)	Each
                                         Finance Document to which it is a party does now or, as the case may be, will upon execution
                                         and delivery create, subject to the Perfection Requirements, the Security it purports
                                         to create over any assets to which such Security, by its terms, relates, and such Security
                                         will, when created or intended to be created, be valid and effective.



 




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		(b)	No
                                         third party has or will have any Security over any assets that are the subject of any
                                         Transaction Security granted by it.



 


		(c)	Subject
                                         to the Perfection Requirements, the Transaction Security granted by it to the Security
                                         Agent or any other Secured Party has or will when created or intended to be created have
                                         first ranking priority and is not subject to any prior ranking or pari passu ranking
                                         security.



 


		(d)	No
                                         concurrence, consent or authorisation of any person is required for the creation of or
                                         otherwise in connection with any Transaction Security.



 


		19.6	Non-conflict
                                         with other obligations



 


The
entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do
not and will not conflict with:


 


		(a)	any
                                         law or regulation applicable to it;



 


		(b)	its
                                         constitutional documents; or



 


		(c)	any
                                         agreement or instrument binding upon it or constitute a default or termination event
                                         (however described) under any such agreement or instrument.



 


		19.7	Power
                                         and authority



 


		(a)	It
                                         has the power to enter into, perform and deliver, and has taken all necessary action
                                         to authorise:



 


		(i)	its
                                         entry into, performance and delivery of, each Transaction Document to which it is or
                                         will be a party and the transactions contemplated by those Transaction Documents; and



 


		(ii)	in
                                         the case of each Borrower, its registration of its Ship under the Approved Flag.



 


		(b)	No
                                         limit on its powers will be exceeded as a result of the borrowing, granting of security
                                         or giving of guarantees or indemnities contemplated by the Transaction Documents to which
                                         it is a party.



 


		19.8	Validity
                                         and admissibility in evidence



 


All
Authorisations required or desirable:


 


		(a)	to
                                         enable it lawfully to enter into, exercise its rights and comply with its obligations
                                         in the Transaction Documents to which it is a party; and



 


		(b)	to
                                         make the Transaction Documents to which it is a party admissible in evidence in its Relevant
                                         Jurisdictions,



 


have
been obtained or effected and are in full force and effect.


 




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		19.9	Governing
                                         law and enforcement



 


		(a)	The
                                         choice of governing law of each Transaction Document to which it is a party will be recognised
                                         and enforced in its Relevant Jurisdictions.



 


		(b)	Any
                                         judgment obtained in relation to a Transaction Document to which it is a party in the
                                         jurisdiction of the governing law of that Transaction Document will be recognised and
                                         enforced in its Relevant Jurisdictions.



 


		19.10	Insolvency



 


No:


 


		(a)	corporate
                                         action, legal proceeding or other procedure or step described in paragraph (a) of Clause
                                         27.8 (Insolvency proceedings); or



 


		(b)	creditors’
                                         process described in Clause 27.9 (Creditors’ process),



 


has
been taken or, to its knowledge, threatened in relation to any Transaction Obligor; and none of the circumstances described in
Clause 27.7 (Insolvency) applies to any Transaction Obligor.


 


		19.11	No
                                         filing or stamp taxes



 


Under
the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed,
recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial
or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated
by those Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to the Mortgage which
is referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) and which will be made or
paid promptly after the date of the relevant Finance Document.


 


		19.12	Deduction
                                         of Tax



 


It
is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.


 


		19.13	No
                                         default or mandatory prepayment event



 


		(a)	No
                                         Event of Default and, on the date of this Agreement and on the Utilisation Date, no Default
                                         is continuing or might reasonably be expected to result from the making of any Utilisation
                                         or the entry into, the performance of, or any transaction contemplated by, any Transaction
                                         Document.



 


		(b)	No
                                         event has occurred which would give rise to a mandatory prepayment under Clause 7.4 (Mandatory
                                         prepayment on sale or Total Loss).



 


		(c)	No
                                         other event or circumstance is outstanding which constitutes a default or a termination
                                         event (however described) under any other agreement or instrument which is binding on
                                         it or to which its assets are subject.



 




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		19.14	No
                                         misleading information



 


		(a)	Any
                                         factual information provided by any Transaction Obligor for the purposes of this Agreement
                                         was true and accurate in all material respects as at the date it was provided or as at
                                         the date (if any) at which it is stated.



 


		(b)	The
                                         financial projections contained in any such information have been prepared on the basis
                                         of recent historical information and on the basis of reasonable assumptions at that time.



 


		(c)	Nothing
                                         has occurred or been omitted from any such information and no information has been given
                                         or withheld that results in any such information being untrue or misleading in any material
                                         respect.



 


		19.15	Financial
                                         Statements



 


		(a)	The
                                         Original Financial Statements were prepared in accordance with GAAP consistently applied.



 


		(b)	The
                                         Original Financial Statements give a true and fair view of its financial condition as
                                         at the end of the relevant financial year and results of operations during the relevant
                                         financial year.



 


		(c)	There
                                         has been no material adverse change in its assets, business or financial condition since
                                         31 December 2017.



 


		(d)	Its
                                         most recent financial statements delivered pursuant to Clause 20.2 (Financial statements):



 


		(i)	have
                                         been prepared in accordance with Clause 20.4 (Requirements as to financial statements);
                                         and



 


		(ii)	give
                                         a true and fair view of (if audited) or fairly represent (if unaudited) its financial
                                         condition as at the end of the relevant financial year and operations during the relevant
                                         financial year.



 


		(e)	Since
                                         the date of the most recent financial statements delivered pursuant to Clause 20.2 (Financial
                                         statements) there has been no material adverse change in its business, assets or
                                         financial condition.



 


		19.16	Pari
                                         passu ranking



 


Its
payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all
its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.


 


		19.17	No
                                         proceedings pending or threatened



 


		(a)	No
                                         litigation, arbitration or administrative proceedings or investigations (including proceedings
                                         or investigations relating to any alleged or actual breach of the ISM Code or of the
                                         ISPS Code) of or before any court, arbitral body or agency which, if adversely determined,
                                         might reasonably be expected to have a Material Adverse Effect have (to the best of its
                                         knowledge and belief (having made due and careful enquiry)) been started or threatened
                                         against it or any other Transaction Obligor.



 




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		(b)	No
                                         judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction
                                         of any governmental or other regulatory body which might reasonably be expected to have
                                         a Material Adverse Effect has (to the best of its knowledge and belief (having made due
                                         and careful enquiry)) been made against it or any other Transaction Obligor.



 


		19.18	Validity
                                         and completeness of the Transaction Documents



 


		(a)	Each
                                         of the Transaction Documents to which any Charterer and each Transaction Obligor is a
                                         party constitutes legal, valid, binding and enforceable obligations of any Charterer
                                         and each Transaction Obligor.



 


		(b)	The
                                         copies of the Transaction Documents delivered to the Facility Agent before the date of
                                         this Agreement are true and complete copies.



 


		(c)	No
                                         amendments or additions to the Transaction Documents have been agreed nor has any of
                                         any Charterer or any Transaction Obligor waived any of its respective rights under the
                                         Transaction Documents.



 


		19.19	No
                                         rebates etc.



 


There
is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment
(however described) to a Borrower or any other member of the Group or a third party in connection with the purchase by that Borrower
of the relevant Ship, other than as disclosed to the Facility Agent in writing on or before the date of this Agreement.


 


		19.20	Valuations



 


		(a)	All
                                         information supplied by it or on its behalf to an Approved Broker for the purposes of
                                         a valuation delivered to the Facility Agent in accordance with this Agreement was true
                                         and accurate as at the date it was supplied or (if appropriate) as at the date (if any)
                                         at which it is stated to be given.



 


		(b)	It
                                         has not omitted to supply any information to an Approved Broker which, if disclosed,
                                         would adversely affect any valuation prepared by such Approved Broker.



 


		(c)	There
                                         has been no change to the factual information provided pursuant to paragraph (a) above
                                         in relation to any valuation between the date such information was provided and the date
                                         of that valuation which, in either case, renders that information untrue or misleading
                                         in any material respect.



 


		19.21	No
                                         breach of laws



 


It
has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.


 


		19.22	No
                                         Charter



 


No
Ship is subject to any Charter other than a Permitted Charter.


 




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		19.23	Compliance
                                         with Environmental Laws



 


All
Environmental Laws relating to the ownership, operation and management of each Ship and the business of each Transaction Obligor
(as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have
been complied with.


 


		19.24	No
                                         Environmental Claim



 


No
Environmental Claim has been made or threatened against any Transaction Obligor or any Ship.


 


		19.25	No
                                         Environmental Incident



 


No
Environmental Incident has occurred.


 


		19.26	ISM
                                         and ISPS Code compliance



 


All
requirements of the ISM Code and the ISPS Code as they relate to each Borrower, each Approved Manager and each Ship have been
complied with.


 


		19.27	Taxes
                                         paid



 


		(a)	It
                                         is not materially overdue in the filing of any Tax returns and it is not overdue in the
                                         payment of any amount in respect of Tax.



 


		(b)	No
                                         claims or investigations are being, or are reasonably likely to be, made or conducted
                                         against it with respect to Taxes.



 


		19.28	Financial
                                         Indebtedness



 


No
Borrower has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.


 


		19.29	Overseas
                                         companies



 


No
Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment
to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility
Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.


 


		19.30	Good
                                         title to assets



 


It
has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets
necessary to carry on its business as presently conducted.


 


		19.31	Ownership



 


		(a)	Each
                                         Borrower is the sole legal and beneficial owner of all rights and interests which any
                                         Charter creates in favour of that Borrower.



 


		(b)	Each
                                         Borrower is the sole legal and beneficial owner of its Ship, its Earnings and its Insurances.



 




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		(c)	With
                                         effect on and from the date of its creation or intended creation, each Transaction Obligor
                                         will be the sole legal and beneficial owner of any asset that is the subject of any Transaction
                                         Security created or intended to be created by such Transaction Obligor.



 


		(d)	The
                                         constitutional documents of each Transaction Obligor do not and could not restrict or
                                         inhibit any transfer of the shares of the Borrowers on creation or enforcement of the
                                         security conferred by the Security Documents.



 


		19.32	Centre
                                         of main interests and establishments



 


For
the purposes of The Council of the European Union Regulation No. 848/2015 on Insolvency Proceedings (the “Regulation”),
its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated at K. Karamanli 59, Maroussi
151 25, Greece and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other
jurisdiction.


 


		19.33	Place
                                         of business



 


No
Obligor has a place of business in any country other than and its executive office functions are carried out, in the case of the
Borrowers and the Corporate Guarantor, at Greece.


 


		19.34	No
                                         employee or pension arrangements



 


No
Borrower has any employees or any liabilities under any pension scheme.


 


		19.35	Sanctions



 


		(a)	No
                                         Transaction Obligor:



 


		(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.



 


		(b)	No
                                         proceeds of any Advance or the Loan shall be made available, directly or indirectly,
                                         to or for the benefit of a Prohibited Person nor shall they be otherwise directly or
                                         indirectly, applied in a manner or for a purpose prohibited by Sanctions.



 


		19.36	US
                                         Tax Obligor



 


No
Obligor is a US Tax Obligor.


 


		19.37	Anti-bribery,
                                         anti-corruption and anti-money laundering



 


No
Transaction Obligor nor (if applicable) any of its subsidiaries, directors or officers, or, to the best knowledge of such Transaction
Obligor, any affiliate, agent or employee of it, has engaged in any activity or conduct which would violate any applicable anti-bribery,
anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction and each Transaction Obligor
has instituted and maintains policies and procedures designed to prevent violation of such laws, regulations and rules.


 




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		19.38	Repetition



 


The
Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the
date of the Utilisation Request and the first day of each Interest Period.


 


		20	Information
                                         Undertakings



 


		20.1	General



 


The
undertakings in this Clause 20 (Information Undertakings) remain in force throughout the Security Period unless the Facility
Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.


 


		20.2	Financial
                                         statements



 


The
Obligors shall supply to the Facility Agent in sufficient copies for all the Lenders:


 


		(a)	as
                                         soon as they become available, but in any event within 150 days after the end of each
                                         of their respective financial years, (i) in respect of the Borrowers, their respective
                                         audited annual financial statements for that financial year and (ii) in respect of the
                                         Corporate Guarantor, its consolidated audited annual financial statements for that financial
                                         year;



 


		(b)	as
                                         soon as the same become available, but in any event within 90 days after the end of each
                                         first half of each financial year, (i) in respect of the Borrowers, their respective
                                         unaudited semi-annual financial statements and (ii) in respect of the Corporate Guarantor,
                                         its unaudited consolidated semi-annual financial statements, in each case, for that financial
                                         half-year; and



 


		(c)	the
                                         financial statements of the Borrowers referred to in paragraphs (a) and (b) of this Clause
                                         20.2 (Financial statements), a performance report in relation to each Ship in
                                         the form set out in Schedule 8 (Vessel Report).



 


		20.3	Compliance
                                         Certificate



 


		(a)	The
                                         Borrowers shall supply to the Facility Agent, semi-annually together with the financial
                                         statements of the Borrowers delivered pursuant to paragraph (b), in the case of the first
                                         half year in each financial year and, the financial statements delivered pursuant to
                                         paragraph (a) of Clause 20.2 (Financial statements), in the case of the second
                                         half year in each financial year, a Compliance Certificate setting out (in reasonable
                                         detail) computations as to compliance with Clauses 21 (Financial Covenants) and
                                         25 (Security Cover) as at the date as at which those financial statements were
                                         drawn up.



 


		(b)	Each
                                         Compliance Certificate shall be signed by an officer of each Borrower.



 


		20.4	Requirements
                                         as to financial statements



 


		(a)	Each
                                         set of financial statements delivered by a Borrower or the Corporate Guarantor pursuant
                                         to Clause 20.2 (Financial statements) shall be certified by an officer of the
                                         relevant company as giving a true and fair view (if audited) or fairly representing (if
                                         unaudited) its financial condition and operations as at the date as at which those financial
                                         statements were drawn up.



 




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		(b)	Each
                                         of the Borrowers and the Corporate Guarantor shall procure that each set of financial
                                         statements delivered pursuant to Clause 20.2 (Financial statements) (i) is prepared
                                         using GAAP and (ii) (if audited) is audited by an independent auditing company acceptable
                                         to the Facility Agent acting reasonably.



 


		20.5	Information:
                                         miscellaneous



 


Each
Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):


 


		(a)	following
                                         a written request by the Facility Agent, all documents dispatched by it to its partners
                                         or members (or any class of them) or its creditors generally at the same time as they
                                         are dispatched;



 


		(b)	within
                                         3 Business Days of a request, upon becoming aware of them, the details of any litigation,
                                         arbitration or administrative proceedings or investigations (including proceedings or
                                         investigations relating to any alleged or actual breach of the ISM Code or of the ISPS
                                         Code) which are current, threatened or pending against any Transaction Obligor, and which
                                         might, if adversely determined, have a Material Adverse Effect;



 


		(c)	promptly,
                                         its constitutional documents where these have been amended or varied;



 


		(d)	within
                                         3 Business Days of a request, such further information and/or documents regarding:



 


		(i)	each
                                         Ship, goods transported on each Ship, its Earnings and its Insurances;



 


		(ii)	the
                                         Security Assets;



 


		(iii)	compliance
                                         of the Obligors with the terms of the Finance Documents;



 


		(iv)	the
                                         financial condition, business and operations of any Transaction Obligor,



 


as
any Finance Party (through the Facility Agent) may reasonably request; and


 


		(e)	within
                                         3 Business Days of a request, such further information and/or documents as any Finance
                                         Party (through the Facility Agent) may reasonably request so as to enable such Finance
                                         Party to comply with any laws applicable to it or as may be required by any regulatory
                                         authority.



 


		20.6	Notification
                                         of Default



 


		(a)	Each
                                         Obligor shall notify the Facility Agent of any Default (and the steps, if any, being
                                         taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor
                                         is aware that a notification has already been provided by another Obligor).



 


		(b)	Promptly
                                         upon a request by the Facility Agent, each Borrower shall supply to the Facility Agent
                                         a certificate signed by an officer on its behalf certifying that no Default is continuing
                                         (or if a Default is continuing, specifying the Default and the steps, if any, being taken
                                         to remedy it).



 




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		(c)	Without
                                         prejudice to paragraph (a) of this Clause 20.6 (Notification of Default), if any
                                         Borrower or the Corporate Guarantor becomes aware that it is not in compliance with or
                                         (with the giving of any notice by any Finance Party to the Borrowers or the lapse of
                                         any grace periods) would not be in compliance with the provisions of Clauses 21 (Financial
                                         Covenants), 25.1 (Minimum required security cover) or 25.2 (Provision of
                                         additional security; prepayment), the Borrowers shall notify the Facility Agent of
                                         such occurrence (and the steps, if any, being taken to remedy it) promptly upon becoming
                                         aware of its occurrence.



 


		20.7	Use
                                         of websites



 


		(a)	Each
                                         Obligor may satisfy its obligation under the Finance Documents to which it is a party
                                         to deliver any information in relation to those Lenders (the “Electronic Lenders”)
                                         which accept this method of communication by providing this information to them and the
                                         Facility Agent electronically if:



 


		(i)	the
                                         Facility Agent expressly agrees (after consultation with each of the Lenders) that it
                                         will accept communication of the information by this method;



 


		(ii)	both
                                         the relevant Obligor and the Facility Agent are aware of the address of the electronic
                                         address; and



 


		(iii)	the
                                         information is in a format previously agreed between the relevant Obligor and the Facility
                                         Agent.



 


If
any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Facility
Agent shall notify the Obligors accordingly and each Obligor shall supply the information to the Facility Agent (in sufficient
copies for each Paper Form Lender) in paper form. In any event each Obligor shall supply the Facility Agent with at least one
copy in paper form of any information required to be provided by it.


 


		(b)	Any
                                         Electronic Lender may request, through the Facility Agent, one paper copy of any information
                                         required to be provided under this Agreement which is electronically delivered. The Obligors
                                         shall comply with any such request within 10 Business Days.



 


		20.8	“Know
                                         your customer” checks



 


		(a)	If:



 


		(i)	the
                                         introduction of or any change in (or in the interpretation, administration or application
                                         of) any law or regulation made after the date of this Agreement;



 


		(ii)	any
                                         change in the status of a Transaction Obligor (including, without limitation, a change
                                         of ownership of a Transaction Obligor) after the date of this Agreement; or



 


		(iii)	a
                                         proposed assignment or transfer by a Lender of any of its rights and obligations under
                                         this Agreement to a party that is not a Lender prior to such assignment or transfer,



 


obliges
a Finance Party (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with “know your customer”
or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor
shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as
is reasonably requested by a Servicing Party (for itself or on behalf of any other Finance Party) or any Lender (for itself or,
in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for such Finance
Party or, in the case of the event described in sub-paragraph (iii) above, any prospective new Lender to carry out and be satisfied
it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations
pursuant to the transactions contemplated in the Finance Documents.


 




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		(b)	Each
                                         Lender shall promptly upon the request of a Servicing Party supply, or procure the supply
                                         of, such documentation and other evidence as is reasonably requested by the Servicing
                                         Party (for itself) in order for that Servicing Party to carry out and be satisfied it
                                         has complied with all necessary “know your customer” or other similar checks
                                         under all applicable laws and regulations pursuant to the transactions contemplated in
                                         the Finance Documents.



 


		21	Financial
                                         Covenants



 


		21.1	Minimum
                                         Liquidity



 


		(a)	Each
                                         Borrower shall maintain a credit balance in its Operating Account of an amount greater
                                         than:



 


		(i)	on
                                         the Utilisation Date:



 


		(A)	in
                                         respect of Borrower A, $1,050,000 or, if the aggregate Loan advanced to the Borrowers
                                         is greater of 60 per cent. of the aggregate Market Values of the Ships on the Utilisation
                                         Date, $1,150,000; and



 


		(B)	in
                                         respect of each of Borrower B and Borrower C, $400,000 each; and



 


		(ii)	at
                                         all times thereafter during the Security Period:



 


		(A)	in
                                         respect of Borrower A, $750,000 or, if the aggregate Loan advanced to the Borrowers is
                                         greater than 60 per cent. of the aggregate Market Values of the Ships on the Utilisation
                                         Date, $850,000; and



 


		(B)	in
                                         respect of each of Borrower B and Borrower C, $300,000 each,



 


(the
“Minimum Liquidity Amount”).


 


		(b)	The
                                         Facility Agent shall have the right to block a payment or transfer of funds if the provisions
                                         of paragraph (a) above would be breached following such transfer.



 


		(c)	In
                                         case of sale or Total Loss of either Ship B or Ship C (or both), an amount equal to the
                                         lesser of (i) the Minimum Liquidity Amount related to the Ship being sold or becoming
                                         a Total Loss and (i) the aggregate of the last four Repayment Instalments of Tranche
                                         A shall be applied by the Agent pro rata towards prepayment of the last four Repayment
                                         Instalments of Tranche A Provided that, at the relevant time of such sale or Total
                                         Loss, Ship A has not been sold or has not become a Total Loss. The Borrowers hereby irrevocably
                                         and unconditionally authorise the Facility Agent to make such prepayment.



 




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		22	General
                                         Undertakings



 


		22.1	General



 


The
undertakings in this Clause 22 (General Undertakings) remain in force throughout the Security Period except as the Facility
Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.


 


		22.2	Authorisations



 


Each
Obligor shall, and shall procure that each other Transaction Obligor will, promptly:


 


		(a)	obtain,
                                         comply with and do all that is necessary to maintain in full force and effect; and



 


		(b)	supply
                                         certified copies to the Facility Agent of,



 


any
Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the applicable Approved Flag at
any time of each Ship to enable it to:


 


		(i)	perform
                                         its obligations under the Transaction Documents to which it is a party;



 


		(ii)	ensure
                                         the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction
                                         or in the state of the applicable Approved Flag at any time of each Ship, of any Transaction
                                         Document to which it is a party; and



 


		(iii)	own
                                         and operate each Ship (in the case of the Borrowers).



 


		22.3	Compliance
                                         with laws



 


Each
Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations
to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.


 


		22.4	Environmental
                                         compliance



 


Each
Obligor shall, and shall procure that each other Transaction Obligor will:


 


		(a)	comply
                                         with all Environmental Laws;



 


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



 


		(c)	implement
                                         procedures to monitor compliance with and to prevent liability under any Environmental
                                         Law,



 


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


 


		22.5	Environmental
                                         Claims



 


Each
Obligor shall, and shall procure that each other Transaction Obligor will, promptly upon becoming aware of the same, inform the
Facility Agent in writing of:


 


		(a)	any
                                         Environmental Claim against any Transaction Obligor which is current or pending; and



 




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		(b)	any
                                         facts or circumstances which are reasonably likely to result in any Environmental Claim
                                         being commenced against any Transaction Obligor,



 


where
the claim, if determined against that Transaction Obligor, has or is reasonably likely to have a Material Adverse Effect.


 


		22.6	Taxation



 


		(a)	Each
                                         Obligor shall, and shall procure that each other Transaction Obligor will pay and discharge
                                         all Taxes imposed upon it or its assets within the time period allowed without incurring
                                         penalties unless and only to the extent that:



 


		(i)	such
                                         payment is being contested in good faith;



 


		(ii)	adequate
                                         reserves are maintained for those Taxes and the costs required to contest them and both
                                         have been disclosed in its latest financial statements delivered to the Facility Agent
                                         under Clause 20.2 (Financial statements); and



 


		(iii)	such
                                         payment can be lawfully withheld and failure to pay those Taxes does not have or is not
                                         reasonably likely to have a Material Adverse Effect.



 


		(b)	No
                                         Obligor shall change its residence for Tax purposes.



 


		22.7	Overseas
                                         companies



 


Each
Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Facility Agent if it delivers to
the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions
given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is required to
maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.


 


		22.8	No
                                         change to centre of main interests



 


No
Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from
that stated in relation to it in Clause 19.32 (Centre of main interests and establishments) and it will create no “establishment”
(as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.


 


		22.9	Pari
                                         passu ranking



 


Each
Obligor shall, and shall procure that each other Transaction Obligor will, ensure that at all times any unsecured and unsubordinated
claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other
unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application
to companies.


 


		22.10	Title



 


		(a)	Each
                                         Borrower shall hold the legal title to, and own the entire beneficial interest in its
                                         Earnings and its Insurances.



 




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		(b)	With
                                         effect on and from its creation or intended creation, each Obligor shall hold the legal
                                         title to, and own the entire beneficial interest in any other assets the subject of any
                                         Transaction Security created or intended to be created by such Obligor.



 


		22.11	Negative
                                         pledge



 


		(a)	No
                                         Obligor shall, and the Obligors shall procure that no other Transaction Obligor will,
                                         create or permit to subsist any Security over any of its assets which are, in the case
                                         of the Transaction Obligors other than the Borrowers, the subject of the Security created
                                         or intended to be created by the Finance Documents.



 


		(b)	No
                                         Borrower shall:



 


		(i)	sell,
                                         transfer or otherwise dispose of any of its assets on terms whereby they are or may be
                                         leased to or re-acquired by a Transaction Obligor;



 


		(ii)	sell,
                                         transfer or otherwise dispose of any of its receivables on recourse terms;



 


		(iii)	enter
                                         into any arrangement under which money or the benefit of a bank or other account may
                                         be applied, set-off or made subject to a combination of accounts; or



 


		(iv)	enter
                                         into any other preferential arrangement having a similar effect,



 


in
circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or
of financing the acquisition of an asset.


 


		(c)	Paragraphs
                                         (a) and (b) above do not apply to any Permitted Security.



 


		22.12	Disposals



 


		(a)	No
                                         Borrower shall, enter into a single transaction or a series of transactions (whether
                                         related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise
                                         dispose of any asset (including without limitation any Ship, its Earnings or its Insurances).



 


		(b)	Paragraph
                                         (a) above does not apply to:



 


		(i)	any
                                         Charter as all Charters are subject to Clause 24.15 (Restrictions on chartering, appointment
                                         of managers etc.); or



 


		(ii)	a
                                         sale of a Ship provided that the Borrowers comply with the prepayment obligations in
                                         Clause 7 (Prepayment and Cancellation).



 


		22.13	Merger



 


No
Obligor shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction except, in the case of
the Guarantor, if the Guarantor is the surviving entity.


 


		22.14	Change
                                         of business



 


No
Obligor shall engage in any business other than, in the case of a Borrower, the ownership and operation of its Ship and, in the
case of the Corporate Guarantor, the management and operation of vessels on behalf of single purpose ship owning subsidiaries
that are part of the Group.


 




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		22.15	Financial
                                         Indebtedness



 


No
Borrower shall incur or permit to be outstanding any Financial Indebtedness (and no off-balance sheet obligations in relation
to the Borrowers) except Permitted Financial Indebtedness.


 


		22.16	Expenditure



 


No
Borrower shall incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating,
maintaining and repairing its Ship.


 


		22.17	Share
                                         capital



 


No
Borrower shall:


 


		(a)	increase
                                         or reduce its authorised share capital;



 


		(b)	issue
                                         any further shares except to the Corporate Guarantor and provided such new shares are
                                         made subject to the terms of the Shares Security applicable to that Borrower immediately
                                         upon the issue of such new shares in a manner satisfactory to the Facility Agent and
                                         the terms of that Shares Security are complied with;



 


		(c)	appoint
                                         any further director or officer of that Borrower (unless the provisions of the Shares
                                         Security applicable to that Borrower are complied with).



 


		22.18	Dividends



 


A
Borrower may make or pay any dividend or other distribution (in cash or in kind) in respect of its shares if no Default has occurred
and is continuing or would result from the making of any such payment or distribution.


 


		22.19	Other
                                         transactions



 


No
Borrower shall (and in the case of paragraph (a), no Obligor shall):


 


		(a)	be
                                         the creditor in respect of any loan or any form of credit to any person;



 


		(b)	give
                                         or allow to be outstanding any guarantee or indemnity to or for the benefit of any person
                                         in respect of any obligation of any other person or enter into any document under which
                                         that Borrower assumes any liability of any other person other than any guarantee or indemnity
                                         given under the Finance Documents;



 


		(c)	make
                                         any asset acquisitions for a total consideration exceeding in aggregate the amount of
                                         $1,500,000 in respect of each Borrower (other than its Ship);



 


		(d)	enter
                                         into any material agreement other than:



 


		(i)	the
                                         Transaction Documents;



 


		(ii)	any
                                         other agreement expressly allowed under any other term of this Agreement; and



 


		(e)	enter
                                         into any transaction on terms which are, in any respect, less favourable to that Borrower
                                         than those which it could obtain in a bargain made at arms’ length; or



 




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		(f)	acquire
                                         any shares or other securities other than US or UK Treasury bills and certificates of
                                         deposit issued by major North American or European banks.



 


		22.20	Unlawfulness,
                                         invalidity and ranking; Security imperilled



 


No
Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another
person to do (or omit to do) anything which is likely to:


 


		(a)	make
                                         it unlawful for a Transaction Obligor to perform any of its obligations under the Transaction
                                         Documents;



 


		(b)	cause
                                         any obligation of a Transaction Obligor under the Transaction Documents to cease to be
                                         legal, valid, binding or enforceable;



 


		(c)	cause
                                         any Transaction Document to cease to be in full force and effect;



 


		(d)	cause
                                         any Transaction Security to rank after, or lose its priority to, any other Security;
                                         and



 


		(e)	imperil
                                         or jeopardise the Transaction Security.



 


		22.21	Further
                                         assurance



 


		(a)	Each
                                         Obligor shall, and shall procure that each other Transaction Obligor will, promptly,
                                         and in any event within the time period specified by the Security Agent acting reasonably,
                                         do all such acts (including procuring or arranging any registration, notarisation or
                                         authentication or the giving of any notice) or execute or procure execution of all such
                                         documents (including assignments, transfers, mortgages, charges, notices, instructions,
                                         acknowledgments, proxies and powers of attorney), as the Security Agent may specify (and
                                         in such form as the Security Agent may require in favour of the Security Agent or its
                                         nominee(s)):



 


		(i)	to
                                         create, perfect, vest in favour of the Security Agent or protect the priority of the
                                         Security or any right of any kind created or intended to be created under or evidenced
                                         by the Finance Documents (which may include the execution of a mortgage, charge, assignment
                                         or other Security over all or any of the assets which are, or are intended to be, the
                                         subject of the Transaction Security) or for the exercise of any rights, powers and remedies
                                         of the Security Agent, any Receiver or any of the Secured Parties provided by or pursuant
                                         to the Finance Documents or by law;



 


		(ii)	to
                                         confer on the Security Agent or confer on the Secured Parties Security over any property
                                         and assets of that Transaction Obligor located in any jurisdiction equivalent or similar
                                         to the Security intended to be conferred by or pursuant to the Finance Documents;



 


		(iii)	to
                                         facilitate or expedite the realisation and/or sale of, the transfer of title to or the
                                         grant of, any interest in or right relating to the assets which are, or are intended
                                         to be, the subject of the Transaction Security or to exercise any power specified in
                                         any Finance Document in respect of which the Security has become enforceable; and/or



 


		(iv)	to
                                         enable or assist the Security Agent to enter into any transaction to commence, defend
                                         or conduct any proceedings and/or to take any other action relating to any item of the
                                         Security Property.



 




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		(b)	Each
                                         Obligor shall, and shall procure that each other Transaction Obligor will, take all such
                                         action as is available to it (including making all filings and registrations) as may
                                         be necessary for the purpose of the creation, perfection, protection or maintenance of
                                         any Security conferred or intended to be conferred on the Security Agent or the Secured
                                         Parties by or pursuant to the Finance Documents.



 


		(c)	At
                                         the same time as an Obligor delivers to the Security Agent any document executed by itself
                                         or another Transaction Obligor pursuant to this Clause 22.21 (Further assurance),
                                         that Obligor shall deliver, or shall procure that such other Transaction Obligor will
                                         deliver, to the Security Agent reasonable evidence that that Obligor’s or Transaction
                                         Obligor’s execution of such document has been duly authorised by it.



 


		22.22	Listing



 


The
Guarantor shall maintain its listing on the NASDAQ Capital Market with the ticker symbol ‘PXS’.


 


		23	Insurance
                                         Undertakings



 


		23.1	General



 


The
undertakings in this Clause 23 (Insurance Undertakings) remain in force from and on the Utilisation Date and, in respect
of each Ship, throughout the rest of the Security Period while it is a Mortgaged Ship, except as the Facility Agent, acting with
the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.


 


		23.2	Maintenance
                                         of obligatory insurances



 


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


 


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



 


		(b)	war
                                         risks;



 


		(c)	protection
                                         and indemnity risks; and



 


		(d)	any
                                         other risks against which the Facility Agent acting on the instructions of the Majority
                                         Lenders considers, having regard to practices and other circumstances prevailing at the
                                         relevant time, it would be reasonable for that Borrower to insure and which are specified
                                         by the Facility Agent by notice to that Borrower.



 


		23.3	Terms
                                         of obligatory insurances



 


Each
Borrower shall effect such insurances:


 


		(a)	in
                                         dollars;



 


		(b)	in
                                         the case of fire and usual marine risks and war risks, in an amount on an agreed value
                                         basis at least the greater of:



 


		(i)	120
                                         per cent. of the amount outstanding under the Tranche relating to the Ship owned by it;
                                         and



 


		(ii)	the
                                         Market Value of that Ship;



 




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		(c)	in
                                         the case of oil pollution liability risks, for an aggregate amount equal to the highest
                                         level of cover from time to time available under basic protection and indemnity club
                                         entry and in the international marine insurance market;



 


		(d)	in
                                         the case of protection and indemnity risks, in respect of the full tonnage of its Ship;



 


		(e)	on
                                         approved terms; and



 


		(f)	through
                                         Approved Insurance Brokers and with approved insurance companies and/or underwriters
                                         or, in the case of war risks and protection and indemnity risks, in approved war risks
                                         and protection and indemnity risks associations.



 


		23.4	Further
                                         protections for the Finance Parties



 


In
addition to the terms set out in Clause 23.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory
insurances effected by it shall:


 


		(a)	subject
                                         always to paragraph (b), name that Borrower as the sole named insured unless the interest
                                         of every other named insured is limited:



 


		(i)	in
                                         respect of any obligatory insurances for hull and machinery and war risks;



 


		(A)	to
                                         any provable out-of-pocket expenses that it has incurred and which form part of any recoverable
                                         claim on underwriters; and



 


		(B)	to
                                         any third party liability claims where cover for such claims is provided by the policy
                                         (and then only in respect of discharge of any claims made against it); and



 


		(ii)	in
                                         respect of any obligatory insurances for protection and indemnity risks, to any recoveries
                                         it is entitled to make by way of reimbursement following discharge of any third party
                                         liability claims made specifically against it;



 


and
every other named insured has undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall
be apportioned between that Borrower and every other named insured in proportion to the gross claims made or paid by each of them
and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Agent to
collect or recover any moneys which at any time become payable in respect of the obligatory insurances;


 


		(b)	whenever
                                         the Facility Agent requires, name (or be amended to name) the Security Agent as additional
                                         named insured for its rights and interests, warranted no operational interest and with
                                         full waiver of rights of subrogation against the Security Agent, but without the Security
                                         Agent being liable to pay (but having the right to pay) premiums, calls or other assessments
                                         in respect of such insurance;



 


		(c)	name
                                         the Security Agent as loss payee with such directions for payment as the Facility Agent
                                         may specify;



 


		(d)	provide
                                         that all payments by or on behalf of the insurers under the obligatory insurances to
                                         the Security Agent shall be made without set off, counterclaim or deductions or condition
                                         whatsoever other than as specifically included in the relevant letter of undertaking
                                         with the Agent’s prior approval;



 




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		(e)	provide
                                         that the obligatory insurances shall be primary without right of contribution from other
                                         insurances which may be carried by the Security Agent or any other Finance Party; and



 


		(f)	provide
                                         that the Security Agent may make proof of loss if that Borrower fails to do so.



 


		23.5	Renewal
                                         of obligatory insurances



 


Each
Borrower shall:


 


		(a)	at
                                         least 10 days before the expiry of any obligatory insurance:



 


		(i)	notify
                                         the Facility Agent of the Approved Insurance Brokers (or other insurers) and any protection
                                         and indemnity or war risks association through or with which it proposes to renew that
                                         obligatory insurance and of the proposed terms of renewal; and



 


		(ii)	obtain
                                         the Facility Agents’ approval to the matters referred to in sub-paragraph (i) above;



 


		(b)	at
                                         least 5 days before the expiry of any obligatory insurance, renew that obligatory insurance
                                         in accordance with the Facility Agent’s approval pursuant to paragraph (a) above;
                                         and



 


		(c)	procure
                                         that the Approved Insurance Brokers and/or the approved war risks and protection and
                                         indemnity associations with which such a renewal is effected shall promptly after the
                                         renewal notify the Facility Agent in writing of the terms and conditions of the renewal.



 


		23.6	Copies
                                         of policies; letters of undertaking



 


Each
Borrower shall ensure that the Approved Insurance Brokers provide the Security Agent with:


 


		(a)	pro
                                         forma copies of all policies relating to the obligatory insurances which they are
                                         to effect or renew; and



 


		(b)	a
                                         letter or letters or undertaking in a form required by the Facility Agent and including
                                         undertakings by the Approved Insurance Brokers that:



 


		(i)	they
                                         will have endorsed on each policy, immediately upon issue, a loss payable clause and
                                         a notice of assignment complying with the provisions of Clause 23.4 (Further protections
                                         for the Finance Parties);



 


		(ii)	they
                                         will hold such policies, and the benefit of such insurances, to the order of the Security
                                         Agent in accordance with such loss payable clause;



 


		(iii)	they
                                         will advise the Security Agent immediately of any material change to the terms of the
                                         obligatory insurances;



 


		(iv)	they
                                         will, if they have not received notice of renewal instructions from the Borrower or its
                                         agents, notify the Security Agent not less than 14 days before the expiry of the obligatory
                                         insurances;



 


		(v)	if
                                         they receive instructions to renew the obligatory insurances, they will promptly notify
                                         the Facility Agent of the terms of the instructions;



 




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		(vi)	they
                                         will not set off against any sum recoverable in respect of a claim relating to the Ship
                                         owned by that Borrower under such obligatory insurances any premiums or other amounts
                                         due to them or any other person whether in respect of that Ship or otherwise, they waive
                                         any lien on the policies, or any sums received under them, which they might have in respect
                                         of such premiums or other amounts and they will not cancel such obligatory insurances
                                         by reason of non-payment of such premiums or other amounts; and



 


		(vii)	they
                                         will arrange for a separate policy to be issued in respect of the Ship owned by that
                                         Borrower forthwith upon being so requested by the Facility Agent.



 


		23.7	Copies
                                         of certificates of entry



 


Each
Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered
provide the Security Agent with:


 


		(a)	a
                                         certified copy of the certificate of entry for that Ship;



 


		(b)	a
                                         letter or letters of undertaking in such form as may be required by the Facility Agent
                                         acting on the instructions of Majority Lenders; and



 


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



 


		23.8	Deposit
                                         of original policies



 


Each
Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Insurance
Brokers through which the insurances are effected or renewed.


 


		23.9	Payment
                                         of premiums



 


Each
Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce
all relevant receipts when so required by the Facility Agent or the Security Agent.


 


		23.10	Guarantees



 


Each
Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued
and remain in full force and effect.


 


		23.11	Compliance
                                         with terms of insurances



 


		(a)	No
                                         Borrower shall do or omit to do (nor permit to be done or not to be done) any act or
                                         thing which would or might render any obligatory insurance invalid, void, voidable or
                                         unenforceable or render any sum payable under an obligatory insurance repayable in whole
                                         or in part.



 


		(b)	Without
                                         limiting paragraph (a) above, each Borrower shall:



 


		(i)	take
                                         all necessary action and comply with all requirements which may from time to time be
                                         applicable to the obligatory insurances, and (without limiting the obligation contained
                                         in sub-paragraph (iii) of paragraph (b) of Clause 23.6 (Copies of policies; letters
                                         of undertaking)) ensure that the obligatory insurances are not made subject to any
                                         exclusions or qualifications to which the Facility Agent has not given its prior approval;



 




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		(ii)	not
                                         make any changes relating to the classification or classification society or manager
                                         or operator of the Ship owned by it approved by the underwriters of the obligatory insurances;



 


		(iii)	make
                                         (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations
                                         which may be required by the protection and indemnity risks association in which the
                                         Ship owned by it is entered to maintain cover for trading to the United States of America
                                         and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or
                                         any other applicable legislation); and



 


		(iv)	not
                                         employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity
                                         with the terms and conditions of the obligatory insurances, without first obtaining the
                                         consent of the insurers and complying with any requirements (as to extra premium or otherwise)
                                         which the insurers specify.



 


		23.12	Alteration
                                         to terms of insurances



 


No
Borrower shall make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory
insurance.


 


		23.13	Settlement
                                         of claims



 


Each
Borrower shall:


 


		(a)	not
                                         settle, compromise or abandon any claim under any obligatory insurance for Total Loss
                                         or for a Major Casualty; and



 


		(b)	do
                                         all things necessary and provide all documents, evidence and information to enable the
                                         Security Agent to collect or recover any moneys which at any time become payable in respect
                                         of the obligatory insurances.



 


		23.14	Provision
                                         of copies of communications



 


Each
Borrower shall provide the Security Agent, at the time of each such communication, with copies of all written communications (other
than communications of an entirely routine nature, unless specifically required by the Security Agent and/or an Event of Default
has occurred and is continuing) between that Borrower and:


 


		(a)	the
                                         Approved Insurance Brokers;



 


		(b)	the
                                         approved protection and indemnity and/or war risks associations; and



 


		(c)	the
                                         approved insurance companies and/or underwriters,



 




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which
relate directly or indirectly to:


 


		(i)	that
                                         Borrower’s obligations relating to the obligatory insurances including, without
                                         limitation, all requisite declarations and payments of additional premiums or calls;
                                         and



 


		(ii)	any
                                         credit arrangements made between that Borrower and any of the persons referred to in
                                         paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance
                                         of the obligatory insurances.



 


		23.15	Provision
                                         of information



 


Each
Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility
Agent (or any such designated person) requests for the purpose of:


 


		(a)	obtaining
                                         or preparing any report from an Approved Insurance Broker as to the adequacy of the obligatory
                                         insurances effected or proposed to be effected; and/or



 


		(b)	effecting,
                                         maintaining or renewing any such insurances as are referred to in Clause 23.16 (Mortgagee’s
                                         interest and additional perils insurances) or dealing with or considering any matters
                                         relating to any such insurances,



 


and
the Borrowers shall, forthwith upon demand, indemnify the Security Agent in respect of all fees and other expenses incurred by
or for the account of the Security Agent in connection with any such report as is referred to in paragraph (a) above once in each
12 months period (starting on the Utilisation Date) and which shall not exceed the amount of $2,000 annually and at any time when
an Event of Default has occurred and is continuing.


 


		23.16	Mortgagee’s
                                         interest and additional perils insurances



 


		(a)	The
                                         Security Agent shall be entitled from time to time to effect, maintain and renew a mortgagee’s
                                         interest marine insurance and a mortgagee’s interest additional perils insurance
                                         in an amount of up to 120 per cent. of the Loan, on such terms, through such insurers
                                         and generally in such manner as the Security Agent acting on the instructions of the
                                         Majority Lenders may from time to time consider appropriate.



 


		(b)	The
                                         Borrowers shall upon demand fully indemnify the Security Agent in respect of all premiums
                                         and other expenses which are incurred in connection with or with a view to effecting,
                                         maintaining or renewing any insurance referred to in paragraph (a) above or dealing with,
                                         or considering, any matter arising out of any such insurance.



 


		24	General
                                         Ship Undertakings



 


		24.1	General



 


The
undertakings in this Clause 24 (General Ship Undertakings) remain in force on and from the date of this Agreement and throughout
the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where
specified, all the Lenders) may otherwise permit (such permission not to be unreasonably withheld in the case of Clause 24.15(f))
and, references in this Clause 24 to ‘‘Ship’’ shall be deemed to refer to a Mortgaged Ship only.


 




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		24.2	Ship’s
                                         name and registration



 


Each
Borrower shall in respect of the Ship owned by it:


 


		(a)	keep
                                         that Ship registered in its name under the applicable Approved Flag from time to time
                                         at its port of registration; and



 


		(b)	not
                                         do or allow to be done anything as a result of which such registration might be suspended,
                                         cancelled or imperilled,



 


provided
that any change of flag of a Ship shall be subject to:


 


		(i)	that
                                         Ship remaining subject to Security securing the Secured Liabilities created by a first
                                         priority or preferred ship mortgage on that Ship and, if appropriate, a first priority
                                         deed of covenant collateral to that mortgage (or equivalent first priority Security)
                                         on substantially the same terms as the Mortgage on that Ship and on such other terms
                                         and in such other form as the Facility Agent, acting with the authorisation of the Lenders,
                                         shall approve or require; and



 


		(ii)	the
                                         execution of such other documentation amending and supplementing the Finance Documents
                                         as the Facility Agent, acting with the authorisation of the Lenders, shall approve or
                                         require.



 


		24.3	Repair
                                         and classification



 


Each
Borrower shall keep the Ship owned by it in a good and safe condition and state of repair:


 


		(a)	consistent
                                         with first class ship ownership and management practice; and



 


		(b)	so
                                         as to maintain the Approved Classification free of overdue recommendations and conditions.



 


		24.4	Modifications



 


No
Borrower shall make any modification or repairs to, or replacement of, its Ship or equipment installed on it which would or might
materially alter the structure, type or performance characteristics of its Ship or materially reduce its value.


 


		24.5	Removal
                                         and installation of parts



 


		(a)	Subject
                                         to paragraph (b) below, the Borrower shall not remove any material part of the Ship,
                                         or any item of equipment installed on the Ship unless:



 


		(i)	the
                                         part or item so removed is forthwith replaced by a suitable part or item which is in
                                         the same condition as or better condition than the part or item removed;



 


		(ii)	the
                                         replacement part or item is free from any Security in favour of any person other than
                                         the Security Agent; and



 


		(iii)	the
                                         replacement part or item becomes, on installation on that Ship, the property of that
                                         Borrower and subject to the security constituted by the Mortgage on that Ship.



 




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		(b)	A
                                         Borrower may install equipment owned by a third party if the equipment can be removed
                                         without any risk of damage to the Ship owned by that Borrower.



 


		24.6	Surveys



 


Each
Borrower shall submit the Ship owned by it regularly to all periodic or other surveys which may be required for classification
purposes and, if so required by the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent,
with copies of all survey reports.


 


		24.7	Inspection



 


Each
Borrower shall permit the Security Agent (acting through surveyors or other persons appointed by it for that purpose) to board
the Ship owned by it at all reasonable times to inspect its condition or to satisfy themselves, acting reasonably, about proposed
or executed repairs and shall afford all proper facilities for such inspections. Each Borrower will be liable for the reasonable
costs of the inspection for the Ship owned by it once in each 12-month period (starting on the Utilisation Date) and at any time
when an Event of Default has occurred and is continuing.


 


		24.8	Prevention
                                         of and release from arrest



 


		(a)	Each
                                         Borrower shall, in respect of the Ship owned by it, promptly discharge:



 


		(i)	all
                                         liabilities which give or may give rise to maritime or possessory liens on or claims
                                         enforceable against that Ship, its Earnings or its Insurances;



 


		(ii)	all
                                         Taxes, dues and other amounts charged in respect of that Ship, its Earnings or its Insurances;
                                         and



 


		(iii)	all
                                         other outgoings whatsoever in respect of that Ship, its Earnings or its Insurances.



 


		(b)	Each
                                         Borrower shall immediately upon receiving notice of the arrest of the Ship owned by it
                                         or of its detention in exercise or purported exercise of any lien or claim, take all
                                         steps necessary to procure its release by providing bail or otherwise as the circumstances
                                         may require.



 


		24.9	Compliance
                                         with laws etc.



 


Each
Borrower shall:


 


		(a)	comply,
                                         or procure compliance with all laws or regulations:



 


		(i)	relating
                                         to its business generally; and



 


		(ii)	relating
                                         to the Ship owned by it, its ownership, employment, operation, management and registration,



 


including,
but not limited to, the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag;


 


		(b)	obtain,
                                         comply with and do all that is necessary to maintain in full force and effect any Environmental
                                         Approvals; and



 




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		(c)	without
                                         limiting paragraph (a) above, not employ the Ship owned by it nor allow its employment,
                                         operation or management in any manner contrary to any law or regulation including but
                                         not limited to the ISM Code, the ISPS Code, all Environmental Laws and Sanctions (or
                                         which would be contrary to Sanctions if Sanctions were binding on each Obligor).



 


		24.10	ISPS
                                         Code



 


Without
limiting paragraph (a) of Clause 24.9 (Compliance with laws etc.), each Borrower shall:


 


		(a)	procure
                                         that the Ship owned by it and the company responsible for that Ship’s compliance
                                         with the ISPS Code comply with the ISPS Code; and



 


		(b)	maintain
                                         an ISSC for that Ship; and



 


		(c)	notify
                                         the Facility Agent immediately in writing of any actual withdrawal, suspension, cancellation
                                         or modification of the ISSC.



 


		24.11	Sanctions
                                         and Ship trading



 


Without
limiting Clause 24.9 (Compliance with laws etc.), each Borrower shall procure:


 


		(a)	that
                                         the Ship owned by it shall not be used by or for the benefit of a Prohibited Person;



 


		(b)	that
                                         such Ship shall not be used in trading in any manner contrary to Sanctions (or which
                                         could be contrary to Sanctions if Sanctions were binding on each Obligor);



 


		(c)	that
                                         such Ship shall not be traded in any manner which would trigger the operation of any
                                         sanctions limitation or exclusion clause (or similar) in the Insurances; and



 


		(d)	that
                                         each charterparty in respect of that Ship shall contain, for the benefit of that Borrower,
                                         language which gives effect to the provisions of paragraph (c) of Clause 24.9 (Compliance
                                         with laws etc.) as regards Sanctions and of this Clause 24.11 (Sanctions and Ship
                                         trading) and which permits refusal of employment or voyage orders if compliance would
                                         result in a breach of Sanctions (or which would result in a breach of Sanctions if Sanctions
                                         were binding on each Obligor).



 


		24.12	Trading
                                         in war zones



 


In
the event of hostilities in any part of the world (whether war is declared or not), no Borrower shall cause or permit its Ship
to enter or trade to any zone which is declared a war zone by any government or by that Ship’s war risks insurers unless:


 


		(a)	the
                                         prior written consent of the Security Agent acting on the instructions of the Majority
                                         Lenders has been given; and



 


		(b)	that
                                         Borrower has (at its expense) effected any special, additional or modified insurance
                                         cover which the Security Agent acting on the instructions of the Majority Lenders may
                                         require.



 




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		24.13	Provision
                                         of information



 


Without
prejudice to Clause 20.5 (Information: miscellaneous) each Borrower shall, in respect of the Ship owned by it, promptly
provide the Facility Agent with any information which it requests regarding:


 


		(a)	that
                                         Ship, its employment, position and engagements;



 


		(b)	the
                                         Earnings and payments and amounts due to its master and crew;



 


		(c)	any
                                         expenditure incurred, or likely to be incurred, in connection with the operation, maintenance
                                         or repair of that Ship and any payments made by it in respect of that Ship;



 


		(d)	any
                                         towages and salvages; and



 


		(e)	its
                                         compliance, the Approved Manager’s compliance and the compliance of the Ship with
                                         the ISM Code and the ISPS Code,



 


and,
upon the Facility Agent’s request, promptly provide copies of any current Charter relating to that Ship, of any current
guarantee of any such Charter, the Ship’s Safety Management Certificate and any relevant Document of Compliance.


 


		24.14	Notification
                                         of certain events



 


Each
Borrower shall, in respect of the Ship owned by it, immediately notify the Facility Agent by email, confirmed forthwith by letter,
of:


 


		(a)	any
                                         casualty to that Ship which is or is likely to be or to become a Major Casualty;



 


		(b)	any
                                         occurrence as a result of which that Ship has become or is, by the passing of time or
                                         otherwise, likely to become a Total Loss;



 


		(c)	any
                                         requisition of that Ship for hire;



 


		(d)	any
                                         requirement or recommendation made in relation to that Ship by any insurer or classification
                                         society or by any competent authority which is not complied with in accordance with its
                                         terms;



 


		(e)	any
                                         arrest or detention of that Ship or any exercise or purported exercise of any lien on
                                         that Ship or the Earnings;



 


		(f)	any
                                         intended dry docking of that Ship;



 


		(g)	any
                                         Environmental Claim made against that Borrower or in connection with that Ship, or any
                                         Environmental Incident;



 


		(h)	any
                                         claim for breach of the ISM Code or the ISPS Code being made against that Borrower, an
                                         Approved Manager or otherwise in connection with that Ship; or



 


		(i)	any
                                         other actual matter, event or incident, the effect of which will or could lead to the
                                         ISM Code or the ISPS Code not being complied with,



 


and
each Borrower shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall
require as to that Borrower’s, any such Approved Manager’s or any other person’s response to any of those events
or matters.


 




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		24.15	Restrictions
                                         on chartering, appointment of managers etc.



 


No
Borrower shall, in respect of the Ship owned by it:


 


		(a)	let
                                         that Ship on demise charter for any period;



 


		(b)	enter
                                         into any time, voyage or consecutive voyage charter in respect of that Ship other than
                                         a Permitted Charter;



 


		(c)	materially
                                         amend, supplement or terminate a Management Agreement (and for the avoidance of doubt,
                                         but without limitation, any amendment in respect of the management fees, timing of payments,
                                         duration, termination events and governing law of the management agreement will be considered
                                         material);



 


		(d)	appoint
                                         a manager of that Ship other than the Approved Commercial Manager and the Approved Technical
                                         Manager or agree to any alteration to the material terms of an Approved Manager’s
                                         appointment;



 


		(e)	lay
                                         up that Ship;



 


		(f)	de
                                         activate that Ship; or



 


		(g)	put
                                         that Ship into the possession of any person for the purpose of work being done upon it
                                         in an amount exceeding or likely to exceed $650,000 (or the equivalent in any other currency)
                                         unless that person has first given to the Security Agent and in terms satisfactory to
                                         it a written undertaking not to exercise any lien on that Ship or its Earnings for the
                                         cost of such work or for any other reason.



 


		24.16	Notice
                                         of Mortgage



 


Each
Borrower shall keep the relevant Mortgage registered against the Ship owned by it as a valid first preferred mortgage, carry on
board that Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room
and the master’s cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the
Security Agent.


 


		24.17	Sharing
                                         of Earnings



 


No
Borrower shall enter into any agreement or arrangement for the sharing of any Earnings other than for the purposes of this Agreement.


 


		24.18	Copies
                                         of Charters; charter assignment



 


Provided
that all approvals necessary under Clause 24.15 (Restrictions on chartering, appointment of managers etc.) have been previously
obtained, each Borrower shall:


 


		(a)	provide
                                         promptly to the Facility Agent a true and complete copy of any Charter (including all
                                         amendments) for its Ship and all other documents related thereto as the Facility Agent
                                         may request; and



 


		(b)	in
                                         respect of any Assignable Charter, execute and deliver to the Facility Agent a Charter
                                         Assignment together with each of the documents required to be delivered pursuant to such
                                         Charter Assignment (each in the agreed form).



 




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		24.19	Notification
                                         of compliance



 


Each
Borrower shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires)
that it is complying with this Clause 24 (General Ship Undertakings).


 


		25	Security
                                         Cover



 


		25.1	Minimum
                                         required security cover



 


Clause
25.2 (Provision of additional security; prepayment) applies, if on or after the Utilisation Date, the Facility Agent notifies
the Borrowers that:


 


		(a)	the
                                         aggregate Market Value of the Mortgaged Ships; plus



 


		(b)	the
                                         net realisable value of additional Security previously provided under this Clause 25
                                         (Security Cover),



 


is:


 


		(a)	during
                                         the period commencing on the Utilisation Date and ending on the date falling on the second
                                         anniversary of the Utilisation Date, below 140 per cent. of the Loan;



 


		(b)	during
                                         the period commencing on the date falling on the third anniversary of the Utilisation
                                         Date and ending on the date falling on the fourth anniversary of the Utilisation Date,
                                         below 150 per cent. of the Loan; or



 


		(c)	at
                                         all times thereafter, below 155 per cent. of the Loan.



 


		25.2	Provision
                                         of additional security; prepayment



 


		(a)	If
                                         the Facility Agent serves a notice on the Borrowers under Clause 25.1 (Minimum required
                                         security cover), the Borrowers shall, on or before the date falling 30 Business Days
                                         after the date (the “Prepayment Date”) on which the Facility Agent’s
                                         notice is served, prepay such part of the Loan as shall eliminate the shortfall.



 


		(b)	A
                                         Borrower may, instead of making a prepayment as described in paragraph (a) above, provide,
                                         or ensure that a third party has provided, additional security which, in the opinion
                                         of the Facility Agent acting on the instructions of the Majority Lenders:



 


		(i)	has
                                         a net realisable value at least equal to the shortfall; and



 


		(ii)	is
                                         documented in such terms as the Facility Agent may approve or require,



 


before
the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.


 




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		25.3	Value
                                         of additional vessel security



 


The
net realisable value of any additional security which is provided under Clause 25.2 (Provision of additional security; prepayment)
and which consists of Security over a vessel shall be the Market Value of the vessel concerned.


 


		25.4	Valuations
                                         binding



 


Any
valuation under this Clause 25 (Security Cover) shall be binding and conclusive as regards each Borrower.


 


		25.5	Provision
                                         of information



 


		(a)	Each
                                         Borrower shall promptly provide the Facility Agent and any shipbroker acting under this
                                         Clause 25 (Security Cover) with any information which the Facility Agent or the
                                         shipbroker may request for the purposes of the valuation(s).



 


		(b)	If
                                         a Borrower fails to provide the information referred to in paragraph (a) above by the
                                         date specified in the request, the valuation(s) may be made on any basis and assumptions
                                         which the shipbroker or the Facility Agent considers prudent.



 


		25.6	Prepayment
                                         mechanism



 


Any
prepayment pursuant to Clause 25.2 (Provision of additional security; prepayment) shall be made in accordance with the
relevant provisions of Clause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to
Clause 7.3 (Voluntary prepayment of Loan) but will not be subject to any Prepayment Fee (if applicable).


 


		25.7	Provision
                                         of valuations



 


		(a)	The
                                         Borrowers shall provide the Facility Agent with two (or, if required, three) valuations
                                         of the relevant Ship on the Utilisation Date, each from an Approved Broker (one, or if
                                         a third valuation is required, two Approved Brokers appointed by the Facility Agent),
                                         to enable the Facility Agent to determine the Market Value of that Ship not more than
                                         14 days before the Utilisation Date.



 


		(b)	In
                                         addition to the valuations required to be provided under paragraph (a) above, the Borrowers
                                         shall provide the Facility Agent with two (or, if required, three) valuations of each
                                         Mortgaged Ship and any other vessel over which additional Security has been created in
                                         accordance with Clause 25.3 (Value of additional vessel security), each from an
                                         Approved Broker (one, or if a third valuations is required, two Approved Brokers appointed
                                         by the Facility Agent), to enable the Facility Agent to determine the Market Value of
                                         each Mortgaged Ship and any such other vessel as at 30 June and 31 December in each year.



 


		26	Accounts
                                         and application of Earnings



 


		26.1	Accounts



 


No
Borrower may, without the prior consent of the Facility Agent, maintain any bank account other than its Operating Account and
its Maintenance Account.


 




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		26.2	Payment
                                         of Earnings



 


Each
Borrower shall ensure that, subject only to the provisions of the General Assignment to which it is a party, all the Earnings
in respect of the Ship owned by it are paid in to its Operating Account.


 


		26.3	Application
                                         of Earnings



 


Each
Borrower shall ensure that the Earnings in respect of the Ship owned by it shall be retained on its Operating Account and hereby
instructs the Account Bank to release (or, as the case may be), permit the withdrawal of, (in respect of sub-paragraphs (b), (d)
and (f), on each Repayment Date and, in respect of sub-paragraph (e), on each Interest Payment Date, for distribution to the Finance
Parties in accordance with Clause 33.2 (Redistribution of payments)) so much of the then balance on its Operating Account
(in excess of the relevant Minimum Liquidity Amount), to be applied in the following order:


 


		(a)	first,
                                         in or towards payment of all expenses reasonably incurred (and properly evidenced to
                                         the Facility Agent, if required by the Lenders, to the satisfaction of the Lenders) in
                                         the usual course of the day-to-day running of the Ships (excluding management fees);



 


		(b)	secondly,
                                         in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other
                                         amounts owing to, the Facility Agent or the Security Agent under the Finance Documents;



 


		(c)	thirdly,
                                         in or towards payment of any technical management fees due and of an amount corresponding
                                         to up to $425 per day in respect of each Ship;



 


		(d)	fourthly,
                                         in or towards any semi-annual Quarterly Increases to be made under Clause 26.4 (Transfers
                                         to the Maintenance Accounts);



 


		(e)	fifthly,
                                         in or towards payment pro rata of any accrued interest due but unpaid to the Lenders
                                         under this Agreement in discharge of the Borrowers’ liability for that interest;



 


		(f)	sixthly,
                                         in or towards payment pro rata of the Repayment Instalments and the Balloon Instalments
                                         due and payable under Clause 6.1 (Repayment of Loan) in discharge of the Borrowers’
                                         liability for that Repayment Instalment(s) and, as the case may be, Balloon Instalment(s);



 


		(g)	seventhly,
                                         in or towards payment of any technical management, commercial management and general
                                         and administrative fees due but unpaid in respect of each Ship; and



 


		(h)	eighthly,
                                         subject to compliance with Clauses 21 (Financial Covenants) and 22.18 (Dividends)
                                         and provided no Default has occurred and is continuing, to the Borrowers for distribution
                                         in accordance with Clause 22.18 (Dividends).



 


		26.4	Transfers
                                         to the Maintenance Accounts



 


		(a)	Each
                                         Borrower shall pay to its Maintenance Account an amount equal to:



 


		(i)	in
                                         respect of Borrower A, $85,000; and



 


		(ii)	in
                                         respect of each of Borrower B and Borrower C, $30,000,



 




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on
each Repayment Date and shall procure that each such amount so paid shall remain in its Maintenance Account until the next special
survey of the Ship pertaining to the specific Borrower that will take place (the “Next Special Survey”) has
been completed and paid for by that Borrower.


 


		(b)	Subject
                                         to the other provisions of this Agreement and the other Finance Documents, each Borrower
                                         undertakes to use the monies in its Maintenance Account only towards payment of the intermediate
                                         and special survey expenses of the Ship owned by it.



 


		(c)	Each
                                         Borrower shall provide the Facility Agent with an invoice or invoices to evidence the
                                         amount of the intermediate and special survey expenses in respect of the Ship owned by
                                         it and the relevant amount shall be released from its Maintenance Account to pay such
                                         intermediate and special survey expenses subject to the Facility Agent’s written
                                         approval (such approval not to be withheld if the relevant invoices relate to drydocking
                                         expenses and have been issued by the relevant shipyard, its associates and/or any third
                                         party involved in a drydocking).



 


		(d)	Any
                                         balance remaining to the credit of each Maintenance Account after completion of the relevant
                                         Next Special Survey and application of any funds standing to the credit of that Maintenance
                                         Account pursuant to Clause 26.4(c) shall be transferred to the Operating Account of the
                                         Borrower that is also the owner of that Maintenance Account and such transfer shall be
                                         followed by the termination of the relevant Maintenance Account. The Borrowers hereby
                                         irrevocably and unconditionally authorise the Facility Agent and the Account Bank to
                                         make such transfers and to terminate the relevant Maintenance Account.



 


		(e)	Upon
                                         a sale or Total Loss of a Ship and subject to the full prepayment of all amounts due
                                         pursuant to Clause 7.4 (Mandatory prepayment on sale
                                         or Total Loss) of this Agreement, any balance remaining to the credit of the Operating
                                         Account and the Maintenance Account related to that Ship shall be released immediately
                                         to the relevant Borrower, provided that no Event of Default has occurred and is
                                         continuing at the time of the release or will occur as a result of such release.



 


		26.5	Shortfall
                                         in Earnings



 


		(a)	If
                                         the aggregate of the credit balance on each Operating Account is insufficient at any
                                         Repayment Date for the required amount to be transferred to each Maintenance Account
                                         under Clause 26.4 (Transfers to the Maintenance Accounts), the Borrowers shall
                                         make up the amount of the insufficiency on demand from the Facility Agent.



 


		(b)	Without
                                         prejudicing the Facility Agent’s right to make such demand at any time, the Facility
                                         Agent may, if so authorised by the Majority Lenders, permit the Borrowers to make up
                                         all or part of the insufficiency by increasing the amount of any transfer under Clause
                                         26.4 (Transfers to the Maintenance Accounts) from the Earnings received in the
                                         next or subsequent calendar months.



 


		26.6	Location
                                         of Accounts



 


Each
Borrower shall promptly:


 


		(a)	comply
                                         with any requirement of the Facility Agent as to the location or relocation of its Operating
                                         Account and its Maintenance Account (or either of them); and



 




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		(b)	execute
                                         any documents which the Facility Agent specifies to create or maintain in favour of the
                                         Security Agent Security over (and/or rights of set-off, consolidation or other rights
                                         in relation to) its Operating Account and its Maintenance Account.



 


		27	Events
                                         of Default



 


		27.1	General



 


Each
of the events or circumstances set out in this Clause 27 (Events of Default) is an Event of Default except for Clause 27.19
(Acceleration) and Clause 27.20 (Enforcement of security).


 


		27.2	Non-payment



 


A
Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the
currency in which it is expressed to be payable unless:


 


		(a)	its
                                         failure to pay is caused by:



 


		(i)	administrative
                                         or technical error; or



 


		(ii)	a
                                         Disruption Event; and



 


		(b)	payment
                                         is made within 3 Business Days of its due date.



 


		27.3	Specific
                                         obligations



 


A
breach occurs of Clause 4.4 (Waiver of conditions precedent), 19.35 (Sanctions), Clause 21 (Financial Covenants),
Clause 22.10 (Title), Clause 22.11 (Negative pledge), Clause 22.20 (Unlawfulness, invalidity and ranking; Security
imperilled), Clause 22.22 (Listing), Clause, 23.2 (Maintenance of obligatory insurances), Clause 23.3 (Terms
of obligatory insurances), Clause 23.5 (Renewal of obligatory insurances), Clause 24.11 (Sanctions and Ship trading)
or Clause 25 (Security Cover).


 


		27.4	Other
                                         obligations



 


		(a)	A
                                         Transaction Obligor does not comply with any provision of the Finance Documents (other
                                         than those referred to in Clause 27.2 (Non-payment) and Clause 27.3 (Specific
                                         obligations)).



 


		(b)	An
                                         Approved Manager which is not a member of the Group does not comply with any provision
                                         of the Manager’s Undertaking to which it is a party.



 


		(c)	No
                                         Event of Default under paragraph (a) above will occur if the failure to comply is capable
                                         of remedy and is remedied within 5 Business Days of the Facility Agent giving notice
                                         to the Borrowers.



 


		(d)	No
                                         Event of Default under paragraph (b) above will occur if the Approved Manager is replaced
                                         by another Approved Manager and the Borrowers have delivered to the Facility Agent the
                                         documents referred to at paragraph 3.3 of Part B of Schedule 2 within 5 Business Days
                                         of the Facility Agent giving notice to the Borrowers.



 




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		27.5	Misrepresentation



 


		(a)	Any
                                         representation or statement made or deemed to be made by a Transaction Obligor in the
                                         Finance Documents or any other document delivered by or on behalf of any Transaction
                                         Obligor under or in connection with any Finance Document is or proves to have been incorrect
                                         or misleading when made or deemed to be made.



 


		(b)	No
                                         Event of Default under paragraph (a) above will occur if the incorrect or misleading
                                         representation or statement is capable of remedy and is remedied within 3 Business Days
                                         of the Facility Agent giving notice thereof to the Borrowers.



 


		27.6	Cross
                                         default



 


		(a)	Any
                                         Financial Indebtedness of any Obligor is not paid when due nor within any originally
                                         applicable grace period.



 


		(b)	Any
                                         Financial Indebtedness of any Obligor is declared to be or otherwise becomes due and
                                         payable prior to its specified maturity as a result of an event of default (however described).



 


		(c)	Any
                                         commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by
                                         a creditor of any Obligor as a result of an event of default (however described).



 


		(d)	Any
                                         creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any
                                         Obligor due and payable prior to its specified maturity as a result of an event of default
                                         (however described).



 


Provided
that no Event of Default shall occur under this Clause 27.6 in respect of any Financial Indebtedness of the Corporate Guarantor
unless the aggregate amount of such Financial Indebtedness which falls under one or more of paragraphs (a) to (d) above exceeds
$5,000,000.


 


		27.7	Insolvency



 


		(a)	An
                                         Obligor:



 


		(i)	is
                                         unable or admits inability to pay its debts as they fall due;



 


		(ii)	is
                                         deemed to, or is declared to, be unable to pay its debts under applicable law;



 


		(iii)	suspends
                                         or threatens to suspend making payments on any of its debts; or



 


		(iv)	by
                                         reason of actual or anticipated financial difficulties, commences negotiations with one
                                         or more of its creditors (excluding any Finance Party in its capacity as such) with a
                                         view to rescheduling any of its indebtedness.



 


		(b)	The
                                         value of the assets of any Borrower is less than its liabilities (taking into account
                                         contingent and prospective liabilities).



 


		(c)	A
                                         moratorium is declared in respect of any indebtedness of any Transaction Obligor.



 




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		27.8	Insolvency
                                         proceedings



 


		(a)	Any
                                         corporate action, legal proceedings or other procedure is taken in relation to:



 


		(i)	the
                                         suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration
                                         or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise)
                                         of any Transaction Obligor;



 


		(ii)	a
                                         composition, compromise, assignment or arrangement with any creditor of any Obligor;



 


		(iii)	the
                                         appointment of a liquidator, receiver, administrator, administrative receiver, compulsory
                                         manager or other similar officer in respect of any Obligor or any of its assets; or



 


		(iv)	enforcement
                                         of any Security over any assets of any Obligor,



 


or
any analogous procedure or step is taken in any jurisdiction.


 


		(b)	Paragraph
                                         (a) above shall not apply to any winding-up petition which is frivolous or vexatious
                                         and is discharged, stayed or dismissed within 14 days of commencement.



 


		27.9	Creditors’
                                         process



 


Any
expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset
or assets of an Obligor (other than an arrest or detention of the Ship referred to in Clause 27.14 (Arrest)).


 


		27.10	Ownership
                                         of the Borrowers and the Corporate Guarantor



 


		(a)	A
                                         Borrower is not or ceases to be 100 per cent. legally and beneficially (directly) owned
                                         by the Corporate Guarantor.



 


		(b)	Persons
                                         acting in concert other than those disclosed to the Facility Agent as part of the “Know
                                         your customer” checks gain control of the Corporate Guarantor.



 


		(c)	For
                                         the purpose of paragraph (b) above:



 


“acting
in concert” means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively
co-operate, through the acquisition directly or indirectly of shares in the Corporate Guarantor by any of them, either directly
or indirectly, to obtain or consolidate control of the Corporate Guarantor.


 


“control”
means:


 


		(i)	the
                                         power (whether by way of ownership of shares, partnership units, proxy, contract, agency
                                         or otherwise) to:



 


		(A)	cast,
                                         or control the casting of, more than 50 per cent. of the maximum number of votes that
                                         might be cast at a general meeting of the Corporate Guarantor; or



 


		(B)	appoint
                                         or remove all, or the majority, of the directors or other equivalent officers of the
                                         Corporate Guarantor; or



 




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		(C)	give
                                         directions with respect to the operating and financial policies of the Corporate Guarantor
                                         with which the directors or other equivalent officers of the Corporate Guarantor are
                                         obliged to comply; and/or



 


		(ii)	the
                                         holding beneficially of more than 50 per cent. of the issued shares of the Corporate
                                         Guarantor (excluding any part of that issued shares that carries no right to participate
                                         beyond a specified amount in a distribution of either profits or capital).



 


		27.11	Unlawfulness,
                                         invalidity and ranking



 


		(a)	It
                                         is or becomes unlawful for a Transaction Obligor to perform any of its obligations under
                                         the Finance Documents.



 


		(b)	Any
                                         obligation of a Transaction Obligor under the Finance Documents is not or ceases to be
                                         legal, valid, binding or enforceable.



 


		(c)	Any
                                         Finance Document ceases to be in full force and effect or to be continuing or is or purports
                                         to be determined or any Transaction Security is alleged by a party to it (other than
                                         a Finance Party) to be ineffective.



 


		(d)	Any
                                         Transaction Security proves to have ranked after, or loses its priority to, any other
                                         Security.



 


		27.12	Security
                                         imperilled



 


Any
Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy.


 


		27.13	Cessation
                                         of business



 


Any
Transaction Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its
business.


 


		27.14	Arrest



 


Any
arrest of a Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the
full control of the relevant Borrower within 5 consecutive days of such arrest or detention.


 


		27.15	Expropriation



 


The
authority or ability of any Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation,
nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority
or other person in relation to any Obligor or any of its assets, other than:


 


		(a)	an
                                         arrest or detention of a Ship referred to in Clause 27.14 (Arrest); or



 


		(b)	any
                                         Requisition.



 


		27.16	Repudiation
                                         and rescission of agreements



 


A
Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction
Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction
Security.


 




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		27.17	Litigation



 


Any
litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced,
or any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other
regulatory body is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction
Documents or against any Transaction Obligor or its assets which has or is reasonably likely to have a Material Adverse Effect.


 


		27.18	Material
                                         adverse change



 


Any
event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.


 


		27.19	Acceleration



 


On
and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directed by the Majority Lenders,
by notice to the Borrowers:


 


		(a)	cancel
                                         the Total Commitments, whereupon they shall immediately be cancelled;



 


		(b)	declare
                                         that all or part of the Loan, together with accrued interest, and all other amounts accrued
                                         or outstanding under the Finance Documents be immediately due and payable, whereupon
                                         it shall become immediately due and payable;



 


		(c)	declare
                                         that all or part of the Loan be payable on demand, whereupon it shall immediately become
                                         payable on demand by the Facility Agent acting on the instructions of the Majority Lenders;
                                         and/or



 


		(d)	exercise
                                         or direct the Security Agent to exercise any or all of its rights, remedies, powers or
                                         discretions under the Finance Documents,



 


and
the Facility Agent may serve notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Security
Agent may take any action referred to in Clause 27.20 (Enforcement of security) if no such notice is served or simultaneously
with or at any time after the service of any of such notice.


 


		27.20	Enforcement
                                         of security



 


On
and at any time after the occurrence of an Event of Default the Security Agent may, and shall if so directed by the Majority Lenders,
take any action which, as a result of the Event of Default or any notice served under Clause 27.19 (Acceleration), the
Security Agent is entitled to take under any Finance Document or any applicable law or regulation.


 



 




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Section
9



Changes to Parties


 


		28	Changes
                                         to the Lenders



 


		28.1	Assignments
                                         and transfers by the Lenders



 


Subject
to this Clause 28 (Changes to the Lenders), a Lender (the “Existing Lender”) may:


 


		(a)	assign
                                         any of its rights; or



 


		(b)	transfer
                                         by novation any of its rights and obligations,



 


under
the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged
in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New
Lender”) provided that no legal costs for such transfer or assignment will be borne by the Borrowers.


 


		28.2	Conditions
                                         of assignment or transfer



 


		(a)	An
                                         assignment will only be effective on:



 


		(i)	receipt
                                         by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation
                                         from the New Lender (in form and substance satisfactory to the Facility Agent) that the
                                         New Lender will assume the same obligations to the other Secured Parties as it would
                                         have been under if it were an Original Lender; and



 


		(ii)	performance
                                         by the Facility Agent of all necessary “know your customer” or other similar
                                         checks under all applicable laws and regulations in relation to such assignment to a
                                         New Lender, the completion of which the Facility Agent shall promptly notify to the Existing
                                         Lender and the New Lender.



 


		(b)	Each
                                         Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests
                                         (present, future or contingent) which the Existing Lender has under or by virtue of the
                                         Finance Documents are assigned to the New Lender absolutely, free of any defects in the
                                         Existing Lender’s title and of any rights or equities which the Borrower or any
                                         other Transaction Obligor had against the Existing Lender.



 


		(c)	A
                                         transfer will only be effective if the procedure set out in Clause 28.5 (Procedure
                                         for transfer) is complied with.



 


		(d)	If:



 


		(i)	a
                                         Lender assigns or transfers any of its rights or obligations under the Finance Documents
                                         or changes its Facility Office; and



 


		(ii)	as
                                         a result of circumstances existing at the date the assignment, transfer or change occurs,
                                         a Transaction Obligor would be obliged to make a payment to the New Lender or Lender
                                         acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities)
                                         or under that clause as incorporated by reference or in full in any other Finance Document
                                         or Clause 13 (Increased Costs),



 




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then
the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the
same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer
or change had not occurred. This paragraph (d) shall not apply in respect of an assignment or transfer made in the ordinary course
of the primary syndication of the Facility.


 


		(e)	Each
                                         New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms,
                                         for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf
                                         any amendment or waiver that has been approved by or on behalf of the requisite Lender
                                         or Lenders in accordance with this Agreement on or prior to the date on which the transfer
                                         or assignment becomes effective in accordance with this Agreement and that it is bound
                                         by that decision to the same extent as the Existing Lender would have been had it remained
                                         a Lender.



 


		28.3	Assignment
                                         or transfer fee



 


The
New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account)
a fee to be agreed between the New Lender and the Facility Agent prior to such assignment or transfer.


 


		28.4	Limitation
                                         of responsibility of Existing Lenders



 


		(a)	Unless
                                         expressly agreed to the contrary, an Existing Lender makes no representation or warranty
                                         and assumes no responsibility to a New Lender for:



 


		(i)	the
                                         legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents,
                                         the Transaction Security or any other documents;



 


		(ii)	the
                                         financial condition of any Transaction Obligor;



 


		(iii)	the
                                         performance and observance by any Transaction Obligor of its obligations under the Transaction
                                         Documents or any other documents; or



 


		(iv)	the
                                         accuracy of any statements (whether written or oral) made in or in connection with any
                                         Transaction Document or any other document,



 


and
any representations or warranties implied by law are excluded.


 


		(b)	Each
                                         New Lender confirms to the Existing Lender and the other Finance Parties and the Secured
                                         Parties that it:



 


		(i)	has
                                         made (and shall continue to make) its own independent investigation and assessment of
                                         the financial condition and affairs of each Transaction Obligor and its related entities
                                         in connection with its participation in this Agreement and has not relied exclusively
                                         on any information provided to it by the Existing Lender or any other Finance Party in
                                         connection with any Transaction Document or the Transaction Security; and



 


		(ii)	will
                                         continue to make its own independent appraisal of the creditworthiness of each Transaction
                                         Obligor and its related entities throughout the Security Period.



 




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		(c)	Nothing
                                         in any Finance Document obliges an Existing Lender to:



 


		(i)	accept
                                         a re-transfer or re-assignment from a New Lender of any of the rights and obligations
                                         assigned or transferred under this Clause 28 (Changes to the Lenders); or



 


		(ii)	support
                                         any losses directly or indirectly incurred by the New Lender by reason of the non-performance
                                         by any Transaction Obligor of its obligations under the Transaction Documents or otherwise.



 


		28.5	Procedure
                                         for transfer



 


		(a)	Subject
                                         to the conditions set out in Clause 28.2 (Conditions of assignment or transfer),
                                         a transfer is effected in accordance with paragraph (c) below when the Facility Agent
                                         executes an otherwise duly completed Transfer Certificate delivered to it by the Existing
                                         Lender and the New Lender. The Facility Agent shall, subject to paragraph (b) below as
                                         soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate
                                         appearing on its face to comply with this Agreement and delivered in accordance with
                                         this Agreement, execute that Transfer Certificate.



 


		(b)	The
                                         Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it
                                         by the Existing Lender and the New Lender once it is satisfied it has complied with all
                                         necessary “know your customer” or other similar checks under all applicable
                                         laws and regulations in relation to the transfer to such New Lender.



 


		(c)	Subject
                                         to Clause 28.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	to
                                         the extent that in the Transfer Certificate the Existing Lender seeks to transfer by
                                         novation its rights and obligations under the Finance Documents and in respect of the
                                         Transaction Security, each of the Transaction Obligors and the Existing Lender shall
                                         be released from further obligations towards one another under the Finance Documents
                                         and in respect of the Transaction Security and their respective rights against one another
                                         under the Finance Documents and in respect of the Transaction Security shall be cancelled
                                         (being the “Discharged Rights and Obligations”);



 


		(ii)	each
                                         of the Transaction Obligors and the New Lender shall assume obligations towards one another
                                         and/or acquire rights against one another which differ from the Discharged Rights and
                                         Obligations only insofar as that Transaction Obligor and the New Lender have assumed
                                         and/or acquired the same in place of that Transaction Obligor and the Existing Lender;



 


		(iii)	the
                                         Facility Agent, the Security Agent, the Arranger, the New Lender and other Lenders shall
                                         acquire the same rights and assume the same obligations between themselves and in respect
                                         of the Transaction Security as they would have acquired and assumed had the New Lender
                                         been an Original Lender with the rights and/or obligations acquired or assumed by it
                                         as a result of the transfer and to that extent the Facility Agent, the Security Agent,
                                         the Arranger and the Existing Lenders shall each be released from further obligations
                                         to each other under the Finance Documents; and



 


		(iv)	the
                                         New Lender shall become a Party as a “Lender”.



 


		28.6	Procedure
                                         for assignment



 


		(a)	Subject
                                         to the conditions set out in Clause 28.2 (Conditions of assignment or transfer)
                                         an assignment may be effected in accordance with paragraph (c) below when the Facility
                                         Agent executes an otherwise duly completed Assignment Agreement delivered to it by the
                                         Existing Lender and the New Lender. The Facility Agent shall, subject to paragraph (b)
                                         below, as soon as reasonably practicable after receipt by it of a duly completed Assignment
                                         Agreement appearing on its face to comply with the terms of this Agreement and delivered
                                         in accordance with the terms of this Agreement, execute that Assignment Agreement.



 




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		(b)	The
                                         Facility Agent shall only be obliged to execute an Assignment Agreement delivered to
                                         it by the Existing Lender and the New Lender once it is satisfied it has complied with
                                         all necessary “know your customer” or other similar checks under all applicable
                                         laws and regulations in relation to the assignment to such New Lender.



 


		(c)	Subject
                                         to Clause 28.9 (Pro rata interest settlement), on the Transfer Date:



 


		(i)	the
                                         Existing Lender will assign absolutely to the New Lender its rights under the Finance
                                         Documents and in respect of the Transaction Security expressed to be the subject of the
                                         assignment in the Assignment Agreement;



 


		(ii)	the
                                         Existing Lender will be released from the obligations (the “Relevant Obligations”)
                                         expressed to be the subject of the release in the Assignment Agreement (and any corresponding
                                         obligations by which it is bound in respect of the Transaction Security); and



 


		(iii)	the
                                         New Lender shall become a Party as a “Lender” and will be bound by obligations
                                         equivalent to the Relevant Obligations.



 


		(d)	Lenders
                                         may utilise procedures other than those set out in this Clause 28.6 (Procedure for
                                         assignment) to assign their rights under the Finance Documents (but not, without
                                         the consent of the relevant Transaction Obligor or unless in accordance with Clause 28.5
                                         (Procedure for transfer), to obtain a release by that Transaction Obligor from
                                         the obligations owed to that Transaction Obligor by the Lenders nor the assumption of
                                         equivalent obligations by a New Lender) provided that they comply with the conditions
                                         set out in Clause 28.2 (Conditions of assignment or transfer).



 


		28.7	Copy
                                         of Transfer Certificate or Assignment Agreement to Borrowers



 


The
Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement,
send to the Borrowers a copy of that Transfer Certificate or Assignment Agreement.


 


		28.8	Security
                                         over Lenders’ rights



 


In
addition to the other rights provided to Lenders under this Clause 28 (Changes to the Lenders), each Lender may without
consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in
or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations
of that Lender including, without limitation:


 


		(a)	any
                                         charge, assignment or other Security to secure obligations to a federal reserve or central
                                         bank; and






 




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		(b)	any
                                         charge, assignment or other Security granted to any holders (or trustee or representatives
                                         of holders) of obligations owed, or securities issued, by that Lender as security for
                                         those obligations or securities, except that no such charge, assignment or Security shall:


  


		(i)	release
                                         a Lender from any of its obligations under the Finance Documents or substitute the beneficiary
                                         of the relevant charge, assignment or Security for the Lender as a party to any of the
                                         Finance Documents; or



 


		(ii)	require
                                         any payments to be made by a Transaction Obligor other than or in excess of, or grant
                                         to any person any more extensive rights than, those required to be made or granted to
                                         the relevant Lender under the Finance Documents.



 


		28.9	Pro
                                         rata interest settlement



 


		(a)	If
                                         the Facility Agent has notified the Lenders that it is able to distribute interest payments
                                         on a “pro rata basis” to Existing Lenders and New Lenders then (in
                                         respect of any transfer pursuant to Clause 28.5 (Procedure for transfer) or any
                                         assignment pursuant to Clause 28.6 (Procedure for assignment) the Transfer Date
                                         of which, in each case, is after the date of such notification and is not on the last
                                         day of an Interest Period):



 


		(i)	any
                                         interest or fees in respect of the relevant participation which are expressed to accrue
                                         by reference to the lapse of time shall continue to accrue in favour of the Existing
                                         Lender up to but excluding the Transfer Date (“Accrued Amounts”) and
                                         shall become due and payable to the Existing Lender (without further interest accruing
                                         on them) on the last day of the current Interest Period (or, if the Interest Period is
                                         longer than six Months, on the next of the dates which falls at six Monthly intervals
                                         after the first day of that Interest Period); and



 


		(ii)	the
                                         rights assigned or transferred by the Existing Lender will not include the right to the
                                         Accrued Amounts, so that, for the avoidance of doubt:



 


		(A)	when
                                         the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing
                                         Lender; and



 


		(B)	the
                                         amount payable to the New Lender on that date will be the amount which would, but for
                                         the application of this Clause 28.9 (Pro rata interest settlement), have been
                                         payable to it on that date, but after deduction of the Accrued Amounts.



 


		(b)	In
                                         this Clause 28.9 (Pro rata interest settlement) references to “Interest
                                         Period” shall be construed to include a reference to any other period for accrual
                                         of fees.



 


		29	Changes
                                         to the Transaction Obligors



 


		29.1	Assignment
                                         or transfer by Transaction Obligors



 


No
Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.


 


		29.2	Release
                                         of security



 


		(a)	If
                                         a disposal of any asset subject to security created by a Security Document is made in
                                         the following circumstances:



 


		(i)	the
                                         disposal is permitted by the terms of any Finance Document;



 




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		(ii)	the
                                         Majority Lenders/all the Lenders agree to the disposal;



 


		(iii)	the
                                         disposal is being made at the request of the Security Agent in circumstances where any
                                         security created by the Security Documents has become enforceable; or



 


		(iv)	the
                                         disposal is being effected by enforcement of a Security Document,



 


the
Security Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document.
However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements
of the Finance Documents (if any).


 


		(b)	If
                                         the Security Agent is satisfied that a release is allowed under this Clause 29.2 (Release
                                         of security) (at the request and expense of the Borrowers) each Finance Party must
                                         enter into any document and do all such other things which are reasonably required to
                                         achieve that release. Each other Finance Party irrevocably authorises the Security Agent
                                         to enter into any such document. Any release will not affect the obligations of any other
                                         Transaction Obligor under the Finance Documents.



 




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Section
10



The Finance Parties


 


		30	The
                                         Facility Agent, the Arranger and the Reference Banks



 


		30.1	Appointment
                                         of the Facility Agent



 


		(a)	Each
                                         of the Arranger and the Lenders appoints the Facility Agent to act as its agent under
                                         and in connection with the Finance Documents.



 


		(b)	Each
                                         of the Arranger and the Lenders authorises the Facility Agent to perform the duties,
                                         obligations and responsibilities and to exercise the rights, powers, authorities and
                                         discretions specifically given to the Facility Agent under, or in connection with, the
                                         Finance Documents together with any other incidental rights, powers, authorities and
                                         discretions.



 


		30.2	Instructions



 


		(a)	The
                                         Facility Agent shall:



 


		(i)	unless
                                         a contrary indication appears in a Finance Document, exercise or refrain from exercising
                                         any right, power, authority or discretion vested in it as Facility Agent in accordance
                                         with any instructions given to it by:



 


		(A)	all
                                         Lenders if the relevant Finance Document stipulates the matter is an all Lender decision;
                                         and



 


		(B)	in
                                         all other cases, the Majority Lenders; and



 


		(ii)	not
                                         be liable for any act (or omission) if it acts (or refrains from acting) in accordance
                                         with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision
                                         for any other Finance Party or group of Finance Parties, in accordance with instructions
                                         given to it by that Finance Party or group of Finance Parties).



 


		(b)	The
                                         Facility Agent shall be entitled to request instructions, or clarification of any instruction,
                                         from the Majority Lenders (or, if the relevant Finance Document stipulates the matter
                                         is a decision for any other Finance Party or group of Finance Parties, from that Finance
                                         Party or group of Finance Parties) as to whether, and in what manner, it should exercise
                                         or refrain from exercising any right, power, authority or discretion and the Facility
                                         Agent may refrain from acting unless and until it receives any such instructions or clarification
                                         that it has requested.



 


		(c)	Save
                                         in the case of decisions stipulated to be a matter for any other Finance Party or group
                                         of Finance Parties under the relevant Finance Document and unless a contrary indication
                                         appears in a Finance Document, any instructions given to the Facility Agent by the Majority
                                         Lenders shall override any conflicting instructions given by any other Parties and will
                                         be binding on all Finance Parties.



 


		(d)	Paragraph
                                         (a) above shall not apply:



 


		(i)	where
                                         a contrary indication appears in a Finance Document;



 




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		(ii)	where
                                         a Finance Document requires the Facility Agent to act in a specified manner or to take
                                         a specified action;



 


		(iii)	in
                                         respect of any provision which protects the Facility Agent’s own position in its
                                         personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties.



 


		(e)	If
                                         giving effect to instructions given by the Majority Lenders would in the Facility Agent’s
                                         opinion have an effect equivalent to an amendment or waiver referred to in Clause 43
                                         (Amendments and Waivers), the Facility Agent shall not act in accordance with
                                         those instructions unless consent to it so acting is obtained from each Party (other
                                         than the Facility Agent) whose consent would have been required in respect of that amendment
                                         or waiver.



 


		(f)	In
                                         exercising any discretion to exercise a right, power or authority under the Finance Documents
                                         where it has not received any instructions as to the exercise of that discretion the
                                         Facility Agent shall do so having regard to the interests of all the Finance Parties.



 


		(g)	The
                                         Facility Agent may refrain from acting in accordance with any instructions of any Finance
                                         Party or group of Finance Parties until it has received any indemnification and/or security
                                         that it may in its discretion require (which may be greater in extent than that contained
                                         in the Finance Documents and which may include payment in advance) for any cost, loss
                                         or liability (together with any applicable VAT) which it may incur in complying with
                                         those instructions.



 


		(h)	Without
                                         prejudice to the remainder of this Clause 30.2 (Instructions), in the absence
                                         of instructions, the Facility Agent shall not be obliged to take any action (or refrain
                                         from taking action) even if it considers acting or not acting to be in the best interests
                                         of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers
                                         to be in the best interest of the Finance Parties.



 


		(i)	The
                                         Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining
                                         that Finance Party’s consent) in any legal or arbitration proceedings relating
                                         to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration
                                         proceeding relating to the perfection, preservation or protection of rights under the
                                         Security Documents or enforcement of the Transaction Security or Security Documents.



 


		30.3	Duties
                                         of the Facility Agent



 


		(a)	The
                                         Facility Agent’s duties under the Finance Documents are solely mechanical and administrative
                                         in nature.



 


		(b)	Subject
                                         to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original
                                         or a copy of any document which is delivered to the Facility Agent for that Party by
                                         any other Party.



 


		(c)	Without
                                         prejudice to Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement to
                                         Borrower), paragraph (b) above shall not apply to any Transfer Certificate or any
                                         Assignment Agreement.



 


		(d)	Except
                                         where a Finance Document specifically provides otherwise, the Facility Agent is not obliged
                                         to review or check the adequacy, accuracy or completeness of any document it forwards
                                         to another Party.



 




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		(e)	If
                                         the Facility Agent receives notice from a Party referring to any Finance Document, describing
                                         a Default and stating that the circumstance described is a Default, it shall promptly
                                         notify the other Finance Parties.



 


		(f)	If
                                         the Facility Agent is aware of the non-payment of any principal, interest, commitment
                                         fee or other fee payable to a Finance Party (other than the Facility Agent, the Arranger
                                         or the Security Agent) under this Agreement, it shall promptly notify the other Finance
                                         Parties.



 


		(g)	The
                                         Facility Agent shall provide to the Borrowers within 5 Business Days of a request by
                                         the Borrowers (but no more frequently than once per calendar month), a list (which may
                                         be in electronic form) setting out the names of the Lenders as at that Business Day,
                                         their respective Commitments, the address (and the department or officer, if any, for
                                         whose attention any communication is to be made) of each Lender for any communication
                                         to be made or document to be delivered under or in connection with the Finance Documents,
                                         the electronic mail address and/or any other information required to enable the sending
                                         and receipt of information by electronic mail or other electronic means to and by each
                                         Lender to whom any communication under or in connection with the Finance Documents may
                                         be made by that means and the account details of each Lender for any payment to be distributed
                                         by the Facility Agent to that Lender under the Finance Documents.



 


		(h)	The
                                         Facility Agent shall have only those duties, obligations and responsibilities expressly
                                         specified in the Finance Documents to which it is expressed to be a party (and no others
                                         shall be implied).



 


		30.4	Role
                                         of the Arranger



 


Except
as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in
connection with any Finance Document.


 


		30.5	No
                                         fiduciary duties



 


		(a)	Nothing
                                         in any Finance Document constitutes the Facility Agent or the Arranger as a trustee or
                                         fiduciary of any other person.



 


		(b)	Neither
                                         the Facility Agent nor the Arranger shall be bound to account to other Finance Party
                                         for any sum or the profit element of any sum received by it for its own account.



 


		30.6	Application
                                         of receipts



 


Except
as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity
as Facility Agent shall be applied by the Facility Agent in accordance with Clause 34.5 (Application of receipts; partial payments).


 


		30.7	Business
                                         with the Transaction Obligors



 


The
Facility Agent and the Arranger may accept deposits from, lend money to, and generally engage in any kind of banking or other
business with, any Transaction Obligors.


 




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		30.8	Rights
                                         and discretions



 


		(a)	The
                                         Facility Agent may:



 


		(i)	rely
                                         on any representation, communication, notice or document believed by it to be genuine,
                                         correct and appropriately authorised;



 


		(ii)	assume
                                         that:



 


		(A)	any
                                         instructions received by it from the Majority Lenders, any Finance Parties or any group
                                         of Finance Parties are duly given in accordance with the terms of the Finance Documents;
                                         and



 


		(B)	unless
                                         it has received notice of revocation, that those instructions have not been revoked;
                                         and



 


		(iii)	rely
                                         on a certificate from any person:



 


		(A)	as
                                         to any matter of fact or circumstance which might reasonably be expected to be within
                                         the knowledge of that person; or



 


		(B)	to
                                         the effect that such person approves of any particular dealing, transaction, step, action
                                         or thing,



 


as
sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.


 


		(b)	The
                                         Facility Agent may assume (unless it has received notice to the contrary in its capacity
                                         as agent for the Finance Parties) that:



 


		(i)	no
                                         Default has occurred (unless it has actual knowledge of a Default arising under Clause
                                         27.2 (Non-payment));



 


		(ii)	any
                                         right, power, authority or discretion vested in any Party or any group of Finance Parties
                                         has not been exercised; and



 


		(iii)	any
                                         notice or request made by a Borrower (other than the Utilisation Request or a Selection
                                         Notice) is made on behalf of and with the consent and knowledge of all the Transaction
                                         Obligors.



 


		(c)	The
                                         Facility Agent may engage and pay for the advice or services of any lawyers, accountants,
                                         tax advisers, surveyors or other professional advisers or experts.



 


		(d)	Without
                                         prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility
                                         Agent may at any time engage and pay for the services of any lawyers to act as independent
                                         counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders)
                                         if the Facility Agent in its reasonable opinion deems this to be desirable.



 


		(e)	The
                                         Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers,
                                         surveyors or other professional advisers or experts (whether obtained by the Facility
                                         Agent or by any other Party) and shall not be liable for any damages, costs or losses
                                         to any person, any diminution in value or any liability whatsoever arising as a result
                                         of its so relying.






 




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		(f)	The
                                         Facility Agent may act in relation to the Finance Documents and the Security Property
                                         through its officers, employees and agents and shall not:


 


		(i)	be
                                         liable for any error of judgment made by any such person; or



 


		(ii)	be
                                         bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct,
                                         omission or default on the part of any such person,



 


unless
such error or such loss was directly caused by the Facility Agent’s gross negligence or wilful misconduct.


 


		(g)	Unless
                                         a Finance Document expressly provides otherwise the Facility Agent may disclose to any
                                         other Party any information it reasonably believes it has received as agent under the
                                         Finance Documents.



 


		(h)	Notwithstanding
                                         any other provision of any Finance Document to the contrary, the Facility Agent is not
                                         obliged to do or omit to do anything if it would or might, in its reasonable opinion,
                                         constitute a breach of any law or regulation or a breach of a fiduciary duty or duty
                                         of confidentiality.



 


		(i)	Notwithstanding
                                         any provision of any Finance Document to the contrary, the Facility Agent is not obliged
                                         to expend or risk its own funds or otherwise incur any financial liability in the performance
                                         of its duties, obligations or responsibilities or the exercise of any right, power, authority
                                         or discretion if it has grounds for believing the repayment of such funds or adequate
                                         indemnity against, or security for, such risk or liability is not reasonably assured
                                         to it.



 


		30.9	Responsibility
                                         for documentation



 


The
Facility Agent is not responsible or liable for:


 


		(a)	the
                                         adequacy, accuracy or completeness of any information (whether oral or written) supplied
                                         by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any
                                         other person in, or in connection with, any Transaction Document or the transactions
                                         contemplated in the Transaction Documents or any other agreement, arrangement or document
                                         entered into, made or executed in anticipation of, under or in connection with any Transaction
                                         Document; or



 


		(b)	the
                                         legality, validity, effectiveness, adequacy or enforceability of any Transaction Document
                                         or the Security Property or any other agreement, arrangement or document entered into,
                                         made or executed in anticipation of, under or in connection with, any Transaction Document
                                         or the Security Property; or



 


		(c)	any
                                         determination as to whether any information provided or to be provided to any Finance
                                         Party or Secured Party is non-public information the use of which may be regulated or
                                         prohibited by applicable law or regulation relating to insider dealing or otherwise.



 


		30.10	No
                                         duty to monitor



 


The
Facility Agent shall not be bound to enquire:


 


		(a)	whether
                                         or not any Default has occurred;



 


		(b)	as
                                         to the performance, default or any breach by any Transaction Obligor of its obligations
                                         under any Transaction Document; or



 




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		(c)	whether
                                         any other event specified in any Transaction Document has occurred.



 


		30.11	Exclusion
                                         of liability



 


		(a)	Without
                                         limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 34.11
                                         (Disruption to Payment Systems etc.) or any other provision of any Finance Document
                                         excluding or limiting the liability of the Facility Agent), the Facility Agent will not
                                         be liable for:



 


		(i)	any
                                         damages, costs or losses to any person, any diminution in value, or any liability whatsoever
                                         arising as a result of taking or not taking any action under or in connection with any
                                         Transaction Document or the Security Property, unless directly caused by its gross negligence
                                         or wilful misconduct;



 


		(ii)	exercising,
                                         or not exercising, any right, power, authority or discretion given to it by, or in connection
                                         with, any Transaction Document, the Security Property or any other agreement, arrangement
                                         or document entered into, made or executed in anticipation of, under or in connection
                                         with, any Transaction Document or the Security Property; or



 


		(iii)	any
                                         shortfall which arises on the enforcement or realisation of the Security Property; or



 


		(iv)	without
                                         prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses
                                         to any person, any diminution in value or any liability whatsoever arising as a result
                                         of:



 


		(A)	any
                                         act, event or circumstance not reasonably within its control; or



 


		(B)	the
                                         general risks of investment in, or the holding of assets in, any jurisdiction,



 


including
(in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation,
expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions
affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure
or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God;
war, terrorism, insurrection or revolution; or strikes or industrial action.


 


		(b)	No
                                         Party other than the Facility Agent may take any proceedings against any officer, employee
                                         or agent of the Facility Agent in respect of any claim it might have against the Facility
                                         Agent or in respect of any act or omission of any kind by that officer, employee or agent
                                         in relation to any Transaction Document or any Security Property and any officer, employee
                                         or agent of the Facility Agent may rely on this Clause subject to Clause 1.5 (Third
                                         party rights) and the provisions of the Third Parties Act.



 


		(c)	The
                                         Facility Agent will not be liable for any delay (or any related consequences) in crediting
                                         an account with an amount required under the Finance Documents to be paid by the Facility
                                         Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable
                                         to comply with the regulations or operating procedures of any recognised clearing or
                                         settlement system used by the Facility Agent for that purpose.



 




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		(d)	Nothing
                                         in this Agreement shall oblige the Facility Agent or the Arranger to carry out:



 


		(i)	any
                                         “know your customer” or other checks in relation to any person; or



 


		(ii)	any
                                         check on the extent to which any transaction contemplated by this Agreement might be
                                         unlawful for any Finance Party,



 


on
behalf of any Finance Party and each Finance Party confirms to the Facility Agent and the Arranger that it is solely responsible
for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the
Facility Agent or the Arranger.


 


		(e)	Without
                                         prejudice to any provision of any Finance Document excluding or limiting the Facility
                                         Agent’s liability, any liability of the Facility Agent arising under or in connection
                                         with any Transaction Document or the Security Property shall be limited to the amount
                                         of actual loss which has been finally judicially determined to have been suffered (as
                                         determined by reference to the date of default of the Facility Agent or, if later, the
                                         date on which the loss arises as a result of such default) but without reference to any
                                         special conditions or circumstances known to the Facility Agent at any time which increase
                                         the amount of that loss. In no event shall the Facility Agent be liable for any loss
                                         of profits, goodwill, reputation, business opportunity or anticipated saving, or for
                                         special, punitive, indirect or consequential damages, whether or not the Facility Agent
                                         has been advised of the possibility of such loss or damages.



 


		30.12	Lenders’
                                         indemnity to the Facility Agent



 


		(a)	Each
                                         Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments
                                         are then zero, to its share of the Total Commitments immediately prior to their reduction
                                         to zero) indemnify the Facility Agent, within three Business Days of demand, against
                                         any cost, loss or liability incurred by the Facility Agent (otherwise than by reason
                                         of the Facility Agent’s gross negligence or wilful misconduct) (or, in the case
                                         of any cost, loss or liability pursuant to Clause 34.11 (Disruption to Payment Systems
                                         etc.) notwithstanding the Facility Agent’s negligence, gross negligence or
                                         any other category of liability whatsoever but not including any claim based on the fraud
                                         of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless
                                         the Facility Agent has been reimbursed by a Transaction Obligor pursuant to a Finance
                                         Document).



 


		(b)	Subject
                                         to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender
                                         for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.



 


		(c)	Paragraph
                                         (b) above shall not apply to the extent that the indemnity payment in respect of which
                                         the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.



 


		30.13	Resignation
                                         of the Facility Agent



 


		(a)	The
                                         Facility Agent may resign and appoint one of its Affiliates as successor by giving 5
                                         Business Days’ notice to the other Finance Parties and the Borrowers.



 


		(b)	Alternatively,
                                         the Facility Agent may resign by giving 30 days’ notice to the other Finance Parties
                                         and the Borrowers, in which case the Majority Lenders may appoint a successor Facility
                                         Agent.



 




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		(c)	If
                                         the Majority Lenders have not appointed a successor Facility Agent in accordance with
                                         paragraph (b) above within 20 days after notice of resignation was given, the retiring
                                         Facility Agent may appoint a successor Facility Agent.



 


		(d)	If
                                         the Facility Agent wishes to resign because (acting reasonably) it has concluded that
                                         it is no longer appropriate for it to remain as agent and the Facility Agent is entitled
                                         to appoint a successor Facility Agent under paragraph (c) above, the Facility Agent may
                                         (if it concludes (acting reasonably) that it is necessary to do so in order to persuade
                                         the proposed successor Facility Agent to become a party to this Agreement as Facility
                                         Agent) agree with the proposed successor Facility Agent amendments to this Clause 30
                                         (The Facility Agent, the Arranger and the Reference Banks) and any other term
                                         of this Agreement dealing with the rights or obligations of the Facility Agent consistent
                                         with then current market practice for the appointment and protection of corporate trustees
                                         together with any reasonable amendments to the agency fee payable under this Agreement
                                         which are consistent with the successor Facility Agent’s normal fee rates and those
                                         amendments will bind the Parties.



 


		(e)	The
                                         retiring Facility Agent shall make available to the successor Facility Agent such documents
                                         and records and provide such assistance as the successor Facility Agent may reasonably
                                         request for the purposes of performing its functions as Facility Agent under the Finance
                                         Documents. All costs and expenses (including legal fees) properly incurred by the retiring
                                         Facility Agent in making available such documents and records and providing such assistance
                                         shall be for its account.



 


		(f)	The
                                         Facility Agent’s resignation notice shall only take effect upon the appointment
                                         of a successor.



 


		(g)	Upon
                                         the appointment of a successor, the retiring Facility Agent shall be discharged from
                                         any further obligation in respect of the Finance Documents (other than its obligations
                                         under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity
                                         to the Facility Agent) and this Clause 30 (The Facility Agent, the Arranger and
                                         the Reference Banks) and any other provisions of a Finance Document which are expressed
                                         to limit or exclude its liability (or to indemnify it) in acting as Facility Agent. Any
                                         fees for the account of the retiring Facility Agent shall cease to accrue from (and shall
                                         be payable on) that date). Any successor and each of the other Parties shall have the
                                         same rights and obligations amongst themselves as they would have had if such successor
                                         had been an original Party.



 


		(h)	The
                                         Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance
                                         with paragraph (b) above. In this event, the Facility Agent shall resign in accordance
                                         with paragraph (b) above but the cost referred to in paragraph (e) above shall be for
                                         the account of the Lenders.



 


		(i)	The
                                         consent of any Borrower (or any other Transaction Obligor) is not required for an assignment
                                         or transfer of rights and/or obligations by the Facility Agent.



 


		30.14	Confidentiality



 


		(a)	In
                                         acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded
                                         as acting through its agency division which shall be treated as a separate entity from
                                         any other of its divisions or departments.



 


		(b)	If
                                         information is received by a division or department of the Facility Agent other than
                                         the division or department responsible for complying with the obligations assumed by
                                         it under the Finance Documents, that information may be treated as confidential to that
                                         division or department, and the Facility Agent shall not be deemed to have notice of
                                         it nor shall it be obliged to disclose such information to any Party.



 




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		(c)	Notwithstanding
                                         any other provision of any Finance Document to the contrary, neither the Facility Agent
                                         nor the Arranger is obliged to disclose to any other person (i) any confidential information
                                         or (ii) any other information if the disclosure would, or might in its reasonable opinion,
                                         constitute a breach of any law or regulation or a breach of a fiduciary duty.



 


		30.15	Relationship
                                         with the other Finance Parties



 


		(a)	Subject
                                         to Clause 28.9 (Pro rata interest settlement), the Facility Agent may treat the
                                         person shown in its records as Lender at the opening of business (in the place of the
                                         Facility Agent’s principal office as notified to the Finance Parties from time
                                         to time) as the Lender acting through its Facility Office:



 


		(i)	entitled
                                         to or liable for any payment due under any Finance Document on that day; and



 


		(ii)	entitled
                                         to receive and act upon any notice, request, document or communication or make any decision
                                         or determination under any Finance Document made or delivered on that day,



 


unless
it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms
of this Agreement.


 


		(b)	Each
                                         Finance Party shall supply the Facility Agent with any information that the Security
                                         Agent may reasonably specify (through the Facility Agent) as being necessary or desirable
                                         to enable the Security Agent to perform its functions as Security Agent. Each Finance
                                         Party shall deal with the Security Agent exclusively through the Facility Agent and shall
                                         not deal directly with the Security Agent and any reference to any instructions being
                                         given by or sought from any Finance Party or group of Finance Parties by or to the Security
                                         Agent in this Agreement must be given or sought through the Facility Agent.



 


		(c)	Any
                                         Lender may by notice to the Facility Agent appoint a person to receive on its behalf
                                         all notices, communications, information and documents to be made or despatched to that
                                         Lender under the Finance Documents. Such notice shall contain the address and (where
                                         communication by electronic mail or other electronic means is permitted under Clause
                                         37.5 (Electronic communication) electronic mail address and/or any other information
                                         required to enable the transmission of information by that means (and, in each case,
                                         the department or officer, if any, for whose attention communication is to be made))
                                         and be treated as a notification of a substitute address, electronic mail address (or
                                         such other information), department and officer by that Lender for the purposes of Clause
                                         37.2 (Addresses) and sub-paragraph (ii) of paragraph (a) of Clause 37.5 (Electronic
                                         communication) and the Facility Agent shall be entitled to treat such person as the
                                         person entitled to receive all such notices, communications, information and documents
                                         as though that person were that Lender.



 




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		30.16	Credit
                                         appraisal by the Finance Parties



 


Without
affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any
Transaction Document, each Finance Party confirms to the Facility Agent and the Arranger that it has been, and will continue to
be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection
with, any Transaction Document including but not limited to:


 


		(a)	the
                                         financial condition, status and nature of each Transaction Obligor;



 


		(b)	the
                                         legality, validity, effectiveness, adequacy or enforceability of any Transaction Document,
                                         the Security Property and any other agreement, arrangement or document entered into,
                                         made or executed in anticipation of, under or in connection with any Transaction Document
                                         or the Security Property;



 


		(c)	whether
                                         that Finance Party has recourse, and the nature and extent of that recourse, against
                                         any Party or any of its respective assets under, or in connection with, any Transaction
                                         Document, the Security Property, the transactions contemplated by the Transaction Documents
                                         or any other agreement, arrangement or document entered into, made or executed in anticipation
                                         of, under or in connection with any Transaction Document or the Security Property;



 


		(d)	the
                                         adequacy, accuracy or completeness of any information provided by the Facility Agent,
                                         any Party or by any other person under, or in connection with, any Transaction Document,
                                         the transactions contemplated by any Transaction Document or any other agreement, arrangement
                                         or document entered into, made or executed in anticipation of, under or in connection
                                         with any Transaction Document; and



 


		(e)	the
                                         right or title of any person in or to or the value or sufficiency of any part of the
                                         Security Assets, the priority of any of the Transaction Security or the existence of
                                         any Security affecting the Security Assets.



 


		30.17	Deduction
                                         from amounts payable by the Facility Agent



 


If
any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that
Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged
to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes
of the Finance Documents that Party shall be regarded as having received any amount so deducted.


 


		30.18	Reliance
                                         and engagement letters



 


Each
Secured Party confirms that each of the Arranger and the Facility Agent has authority to accept on its behalf (and ratifies the
acceptance on its behalf of any letters or reports already accepted by the Arranger or the Facility Agent) the terms of any reliance
letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports
in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of
those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications
set out in such letters.


 


		30.19	Full
                                         freedom to enter into transactions



 


Without
prejudice to Clause 30.7 (Business with the Transaction Obligors) or any other provision of a Finance Document and notwithstanding
any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:


 


		(a)	to
                                         enter into and arrange banking, derivative, investment and/or other transactions of every
                                         kind with or affecting any Transaction Obligor or any person who is party to, or referred
                                         to in, a Finance Document (including, but not limited to, any interest or currency swap
                                         or other transaction, whether related to this Agreement or not, and acting as syndicate
                                         agent and/or security agent for, and/or participating in, other facilities to such Transaction
                                         Obligor or any person who is party to, or referred to in, a Finance Document);



 




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		(b)	to
                                         deal in and enter into and arrange transactions relating to:



 


		(i)	any
                                         securities issued or to be issued by any Transaction Obligor or any other person; or



 


		(ii)	any
                                         options or other derivatives in connection with such securities; and



 


		(c)	to
                                         provide advice or other services to any Borrower or any person who is a party to, or
                                         referred to in, a Finance Document,



 


and,
in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging
all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only
to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively,
to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and
to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.


 


		30.20	Role
                                         of Reference Banks



 


		(a)	No
                                         Reference Bank is under any obligation to provide a quotation or any other information
                                         to the Facility Agent.



 


		(b)	No
                                         Reference Bank will be liable for any action taken by it under or in connection with
                                         any Finance Document, or for any Reference Bank Quotation, unless directly caused by
                                         its gross negligence or wilful misconduct.



 


		(c)	No
                                         Party (other than the relevant Reference Bank) may take any proceedings against any officer,
                                         employee or agent of any Reference Bank in respect of any claim it might have against
                                         that Reference Bank or in respect of any act or omission of any kind by that officer,
                                         employee or agent in relation to any Finance Document, or to any Reference Bank Quotation,
                                         and any officer, employee or agent of each Reference Bank may rely on this Clause 30.20
                                         (Role of Reference Banks) subject to Clause 1.5 (Third party rights) and
                                         the provisions of the Third Parties Act.



 


		30.21	Third
                                         Party Reference Banks



 


A
Reference Bank which is not a Party may rely on Clause 30.20 (Role of Reference Banks), Clause 43.3 (Other exceptions)
and Clause 45 (Confidentiality of Funding Rates and Reference Bank Quotations) subject to Clause 1.5 (Third party rights)
and the provisions of the Third Parties Act.


 


		31	The
                                         Security Agent



 


		31.1	Trust



 


		(a)	The
                                         Security Agent declares that it holds the Security Property on trust for the Secured
                                         Parties on the terms contained in this Agreement and shall deal with the Security Property
                                         in accordance with this Clause 31 (The Security Agent) and the other provisions
                                         of the Finance Documents.



 




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		(b)	Each
                                         other Finance Party authorises the Security Agent to perform the duties, obligations
                                         and responsibilities and to exercise the rights, powers, authorities and discretions
                                         specifically given to the Security Agent under, or in connection with, the Finance Documents
                                         together with any other incidental rights, powers, authorities and discretions.



 


		31.2	Parallel
                                         Debt (Covenant to pay the Security Agent)



 


		(a)	Each
                                         Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel
                                         Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding
                                         Debt.



 


		(b)	The
                                         Parallel Debt of an Obligor:



 


		(i)	shall
                                         become due and payable at the same time as its Corresponding Debt;



 


		(ii)	is
                                         independent and separate from, and without prejudice to, its Corresponding Debt.



 


		(c)	For
                                         purposes of this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)),
                                         the Security Agent:



 


		(i)	is
                                         the independent and separate creditor of each Parallel Debt;



 


		(ii)	acts
                                         in its own name and not as agent, representative or trustee of the Finance Parties and
                                         its claims in respect of each Parallel Debt shall not be held on trust; and



 


		(iii)	shall
                                         have the independent and separate right to demand payment of each Parallel Debt in its
                                         own name (including, without limitation, through any suit, execution, enforcement of
                                         security, recovery of guarantees and applications for and voting in any kind of insolvency
                                         proceeding).



 


		(d)	The
                                         Parallel Debt of an Obligor shall be:



 


		(i)	decreased
                                         to the extent that its Corresponding Debt has been irrevocably and unconditionally paid
                                         or discharged; and



 


		(ii)	increased
                                         to the extent that its Corresponding Debt has increased,



 


and
the Corresponding Debt of an Obligor shall be:


 


		(A)	decreased
                                         to the extent that its Parallel Debt has been irrevocably and unconditionally paid or
                                         discharged; and



 


		(B)	increased
                                         to the extent that its Parallel Debt has increased,



 


in
each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.


 


		(e)	All
                                         amounts received or recovered by the Security Agent in connection with this Clause 31.2
                                         (Parallel Debt (Covenant to pay the Security Agent)) to the extent permitted by
                                         applicable law, shall be applied in accordance with Clause 34.5 (Application of receipts;
                                         partial payments).



 




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		(f)	This
                                         Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply,
                                         with any necessary modifications, to each Finance Document.



 


		31.3	Enforcement
                                         through Security Agent only



 


The
Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise
any right, power, authority or discretion arising under the Security Documents except through the Security Agent.


 


		31.4	Instructions



 


		(a)	The
                                         Security Agent shall:



 


		(i)	unless
                                         a contrary indication appears in a Finance Document, exercise or refrain from exercising
                                         any right, power, authority or discretion vested in it as Security Agent in accordance
                                         with any instructions given to it by:



 


		(A)	all
                                         Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates
                                         the matter is an all Lender decision; and



 


		(B)	in
                                         all other cases, the Majority Lenders (or the Facility Agent on their behalf); and



 


		(ii)	not
                                         be liable for any act (or omission) if it acts (or refrains from acting) in accordance
                                         with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision
                                         for any other Finance Party or group of Finance Parties, in accordance with instructions
                                         given to it by that Finance Party or group of Finance Parties).



 


		(b)	The
                                         Security Agent shall be entitled to request instructions, or clarification of any instruction,
                                         from the Majority Lenders (or the Facility Agent on their behalf) (or, if the relevant
                                         Finance Document stipulates the matter is a decision for any other Finance Party or group
                                         of Finance Parties, from that Finance Party or group of Finance Parties) as to whether,
                                         and in what manner, it should exercise or refrain from exercising any right, power, authority
                                         or discretion and the Security Agent may refrain from acting unless and until it receives
                                         any such instructions or clarification that it has requested.



 


		(c)	Save
                                         in the case of decisions stipulated to be a matter for any other Finance Party or group
                                         of Finance Parties under the relevant Finance Document and unless a contrary indication
                                         appears in a Finance Document, any instructions given to the Security Agent by the Majority
                                         Lenders shall override any conflicting instructions given by any other Parties and will
                                         be binding on all Finance Parties.



 


		(d)	Paragraph
                                         (a) above shall not apply:



 


		(i)	where
                                         a contrary indication appears in a Finance Document;



 


		(ii)	where
                                         a Finance Document requires the Security Agent to act in a specified manner or to take
                                         a specified action;



 


		(iii)	in
                                         respect of any provision which protects the Security Agent’s own position in its
                                         personal capacity as opposed to its role of Security Agent for the relevant Secured Parties.



 




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		(iv)	in
                                         respect of the exercise of the Security Agent’s discretion to exercise a right,
                                         power or authority under any of:



 


		(A)	Clause
                                         31.28 (Application of receipts);



 


		(B)	Clause
                                         31.29 (Permitted Deductions); and



 


		(C)	Clause
                                         31.30 (Prospective liabilities).



 


		(e)	If
                                         giving effect to instructions given by the Majority Lenders would in the Security Agent’s
                                         opinion have an effect equivalent to an amendment or waiver referred to in Clause 43
                                         (Amendments and Waivers), the Security Agent shall not act in accordance with
                                         those instructions unless consent to it so acting is obtained from each Party (other
                                         than the Security Agent) whose consent would have been required in respect of that amendment
                                         or waiver.



 


		(f)	In
                                         exercising any discretion to exercise a right, power or authority under the Finance Documents
                                         where either:



 


		(i)	it
                                         has not received any instructions as to the exercise of that discretion; or



 


		(ii)	the
                                         exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,



 


the
Security Agent shall do so having regard to the interests of all the Secured Parties.


 


		(g)	The
                                         Security Agent may refrain from acting in accordance with any instructions of any Finance
                                         Party or group of Finance Parties until it has received any indemnification and/or security
                                         that it may in its discretion require (which may be greater in extent than that contained
                                         in the Finance Documents and which may include payment in advance) for any cost, loss
                                         or liability (together with any applicable VAT) which it may incur in complying with
                                         those instructions.



 


		(h)	Without
                                         prejudice to the remainder of this Clause 31.4 (Instructions), in the absence
                                         of instructions, the Security Agent may (but shall not be obliged to) take such action
                                         in the exercise of its powers and duties under the Finance Documents as it considers
                                         in its discretion to be appropriate.



 


		(i)	The
                                         Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining
                                         that Finance Party’s consent) in any legal or arbitration proceedings relating
                                         to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration
                                         proceeding relating to the perfection, preservation or protection of rights under the
                                         Security Documents or enforcement of the Transaction Security or Security Documents.



 


		31.5	Duties
                                         of the Security Agent



 


		(a)	The
                                         Security Agent’s duties under the Finance Documents are solely mechanical and administrative
                                         in nature.



 


		(b)	The
                                         Security Agent shall promptly forward to a Party the original or a copy of any document
                                         which is delivered to the Security Agent for that Party by any other Party.



 




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		(c)	Except
                                         where a Finance Document specifically provides otherwise, the Security Agent is not obliged
                                         to review or check the adequacy, accuracy or completeness of any document it forwards
                                         to another Party.



 


		(d)	If
                                         the Security Agent receives notice from a Party referring to any Finance Document, describing
                                         a Default and stating that the circumstance described is a Default, it shall promptly
                                         notify the other Finance Parties.



 


		(e)	The
                                         Security Agent shall have only those duties, obligations and responsibilities expressly
                                         specified in the Finance Documents to which it is expressed to be a party (and no others
                                         shall be implied).



 


		31.6	No
                                         fiduciary duties



 


		(a)	Nothing
                                         in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary
                                         of any Transaction Obligor.



 


		(b)	The
                                         Security Agent shall not be bound to account to any other Secured Party for any sum or
                                         the profit element of any sum received by it for its own account.



 


		31.7	Business
                                         with a Transaction Obligor



 


The
Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any
Transaction Obligor.


 


		31.8	Rights
                                         and discretions



 


		(a)	The
                                         Security Agent may:



 


		(i)	rely
                                         on any representation, communication, notice or document believed by it to be genuine,
                                         correct and appropriately authorised;



 


		(ii)	assume
                                         that:



 


		(A)	any
                                         instructions received by it from the Majority Lenders, any Finance Parties or any group
                                         of Finance Parties are duly given in accordance with the terms of the Finance Documents;



 


		(B)	unless
                                         it has received notice of revocation, that those instructions have not been revoked;



 


		(C)	if
                                         it receives any instructions to act in relation to the Transaction Security, that all
                                         applicable conditions under the Finance Documents for so acting have been satisfied;
                                         and



 


		(iii)	rely
                                         on a certificate from any person:



 


		(A)	as
                                         to any matter of fact or circumstance which might reasonably be expected to be within
                                         the knowledge of that person; or



 


		(B)	to
                                         the effect that such person approves of any particular dealing, transaction, step, action
                                         or thing, as
sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.



 




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		(b)	The
                                         Security Agent shall be entitled to carry out all dealings with the other Finance Parties
                                         through the Facility Agent and may give to the Facility Agent any notice or other communication
                                         required to be given by the Security Agent to any Finance Party.



 


		(c)	The
                                         Security Agent may assume (unless it has received notice to the contrary in its capacity
                                         as security agent for the Secured Parties) that:



 


		(i)	no
                                         Default has occurred;



 


		(ii)	any
                                         right, power, authority or discretion vested in any Party or any group of Finance Parties
                                         has not been exercised; and



 


		(iii)	any
                                         notice or request made by any Borrower (other than the Utilisation Request or a Selection
                                         Notice) is made on behalf of and with the consent and knowledge of all the Transaction
                                         Obligors.



 


		(d)	The
                                         Security Agent may engage and pay for the advice or services of any lawyers, accountants,
                                         tax advisers, surveyors or other professional advisers or experts.



 


		(e)	Without
                                         prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security
                                         Agent may at any time engage and pay for the services of any lawyers to act as independent
                                         counsel to the Security Agent (and so separate from any lawyers instructed by the Facility
                                         Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be
                                         desirable.



 


		(f)	The
                                         Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers,
                                         surveyors or other professional advisers or experts (whether obtained by the Security
                                         Agent or by any other Party) and shall not be liable for any damages, costs or losses
                                         to any person, any diminution in value or any liability whatsoever arising as a result
                                         of its so relying.



 


		(g)	The
                                         Security Agent may act in relation to the Finance Documents and the Security Property
                                         through its officers, employees and agents and shall not:



 


		(i)	be
                                         liable for any error of judgment made by any such person; or



 


		(ii)	be
                                         bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct,
                                         omission or default on the part of any such person,



 


unless
such error or such loss was directly caused by the Security Agent’s gross negligence or wilful misconduct.


 


		(h)	Unless
                                         a Finance Document expressly provides otherwise the Security Agent may disclose to any
                                         other Party any information it reasonably believes it has received as security agent
                                         under the Finance Documents.



 


		(i)	Notwithstanding
                                         any other provision of any Finance Document to the contrary, the Security Agent is not
                                         obliged to do or omit to do anything if it would or might, in its reasonable opinion,
                                         constitute a breach of any law or regulation or a breach of a fiduciary duty or duty
                                         of confidentiality.



 




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		(j)	Notwithstanding
                                         any provision of any Finance Document to the contrary, the Security Agent is not obliged
                                         to expend or risk its own funds or otherwise incur any financial liability in the performance
                                         of its duties, obligations or responsibilities or the exercise of any right, power, authority
                                         or discretion if it has grounds for believing the repayment of such funds or adequate
                                         indemnity against, or security for, such risk or liability is not reasonably assured
                                         to it.



 


		31.9	Responsibility
                                         for documentation



 


None
of the Security Agent, any Receiver or Delegate is responsible or liable for:


 


		(a)	the
                                         adequacy, accuracy or completeness of any information (whether oral or written) supplied
                                         by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any
                                         other person in, or in connection with, any Transaction Document or the transactions
                                         contemplated in the Transaction Documents or any other agreement, arrangement or document
                                         entered into, made or executed in anticipation of, under or in connection with any Transaction
                                         Document;



 


		(b)	the
                                         legality, validity, effectiveness, adequacy or enforceability of any Transaction Document
                                         or the Security Property or any other agreement, arrangement or document entered into,
                                         made or executed in anticipation of, under or in connection with, any Transaction Document
                                         or the Security Property; or



 


		(c)	any
                                         determination as to whether any information provided or to be provided to any Secured
                                         Party is non-public information the use of which may be regulated or prohibited by applicable
                                         law or regulation relating to insider dealing or otherwise.



 


		31.10	No
                                         duty to monitor



 


The
Security Agent shall not be bound to enquire:


 


		(a)	whether
                                         or not any Default has occurred;



 


		(b)	as
                                         to the performance, default or any breach by any Transaction Obligor of its obligations
                                         under any Transaction Document; or



 


		(c)	whether
                                         any other event specified in any Transaction Document has occurred.



 


		31.11	Exclusion
                                         of liability



 


		(a)	Without
                                         limiting paragraph (b) below (and without prejudice to any other provision of any Finance
                                         Document excluding or limiting the liability of the Security Agent or any Receiver or
                                         Delegate), none of the Security Agent nor any Receiver or Delegate will be liable for:



 


		(i)	any
                                         damages, costs or losses to any person, any diminution in value, or any liability whatsoever
                                         arising as a result of taking or not taking any action under or in connection with any
                                         Transaction Document or the Security Property, unless directly caused by its gross negligence
                                         or wilful misconduct;



 


		(ii)	exercising,
                                         or not exercising, any right, power, authority or discretion given to it by, or in connection
                                         with, any Transaction Document, the Security Property or any other agreement, arrangement
                                         or document entered into, made or executed in anticipation of, under or in connection
                                         with, any Transaction Document or the Security Property; or



 




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		(iii)	any
                                         shortfall which arises on the enforcement or realisation of the Security Property; or



 


		(iv)	without
                                         prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses
                                         to any person, any diminution in value or any liability whatsoever arising as a result
                                         of:



 


		(A)	any
                                         act, event or circumstance not reasonably within its control; or



 


		(B)	the
                                         general risks of investment in, or the holding of assets in, any jurisdiction,



 


including
(in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation,
expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions
affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure
or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God;
war, terrorism, insurrection or revolution; or strikes or industrial action.


 


		(b)	No
                                         Party other than the Security Agent, that Receiver or that Delegate (as applicable) may
                                         take any proceedings against any officer, employee or agent of the Security Agent, a
                                         Receiver or a Delegate in respect of any claim it might have against the Security Agent,
                                         a Receiver or a Delegate or in respect of any act or omission of any kind by that officer,
                                         employee or agent in relation to any Transaction Document or any Security Property and
                                         any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely
                                         on this Clause subject to Clause 1.5 (Third party rights) and the provisions of
                                         the Third Parties Act.



 


		(c)	The
                                         Security Agent will not be liable for any delay (or any related consequences) in crediting
                                         an account with an amount required under the Finance Documents to be paid by the Security
                                         Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable
                                         to comply with the regulations or operating procedures of any recognised clearing or
                                         settlement system used by the Security Agent for that purpose.



 


		(d)	Nothing
                                         in this Agreement shall oblige the Security Agent to carry out:



 


		(i)	any
                                         “know your customer” or other checks in relation to any person; or



 


		(ii)	any
                                         check on the extent to which any transaction contemplated by this Agreement might be
                                         unlawful for any Finance Party,



 


on
behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks
it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.


 


		(e)	Without
                                         prejudice to any provision of any Finance Document excluding or limiting the liability
                                         of the Security Agent or any Receiver or Delegate, any liability of the Security Agent
                                         or any Receiver or Delegate arising under or in connection with any Transaction Document
                                         or the Security Property shall be limited to the amount of actual loss which has been
                                         finally judicially determined to have been suffered (as determined by reference to the
                                         date of default of the Security Agent, Receiver or Delegate or, if later, the date on
                                         which the loss arises as a result of such default) but without reference to any special
                                         conditions or circumstances known to the Security Agent, any Receiver or Delegate at
                                         any time which increase the amount of that loss. In no event shall the Security Agent,
                                         any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business
                                         opportunity or anticipated saving, or for special, punitive, indirect or consequential
                                         damages, whether or not the Security Agent, the Receiver or Delegate has been advised
                                         of the possibility of such loss or damages.



 




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		31.12	Lenders’
                                         indemnity to the Security Agent



 


		(a)	Each
                                         Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments
                                         are then zero, to its share of the Total Commitments immediately prior to their reduction
                                         to zero) indemnify the Security Agent and every Receiver, within three Business Days
                                         of demand, against any cost, loss or liability incurred by any of them (otherwise than
                                         by reason of the Security Agent’s or Receiver’s gross negligence or wilful
                                         misconduct) in acting as Security Agent or Receiver under the Finance Documents (unless
                                         the Security Agent or Receiver has been reimbursed by a Transaction Obligor pursuant
                                         to a Finance Document).



 


		(b)	Subject
                                         to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender
                                         for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above.



 


		(c)	Paragraph
                                         (b) above shall not apply to the extent that the indemnity payment in respect of which
                                         the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.



 


		31.13	Resignation
                                         of the Security Agent



 


		(a)	The
                                         Security Agent may resign and appoint one of its Affiliates acting through an office
                                         as successor by giving 5 Business Days’ notice to the other Finance Parties and
                                         the Borrowers.



 


		(b)	Alternatively,
                                         the Security Agent may resign by giving 30 days’ notice to the other Finance Parties
                                         and the Borrowers, in which case the Majority Lenders may appoint a successor Security
                                         Agent.



 


		(c)	If
                                         the Majority Lenders have not appointed a successor Security Agent in accordance with
                                         paragraph (b) above within 20 days after notice of resignation was given, the retiring
                                         Security Agent may appoint a successor Security Agent.



 


		(d)	The
                                         retiring Security Agent shall make available to the successor Security Agent such documents
                                         and records and provide such assistance as the successor Security Agent may reasonably
                                         request for the purposes of performing its functions as Security Agent under the Finance
                                         Documents. The Borrowers shall, within three Business Days of demand, reimburse the retiring
                                         Security Agent for the amount of all costs and expenses (including legal fees) properly
                                         incurred by it in making available such documents and records and providing such assistance.



 


		(e)	The
                                         Security Agent’s resignation notice shall only take effect upon:



 


		(i)	the
                                         appointment of a successor; and



 




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		(ii)	the
                                         transfer, by way of a document expressed as a deed, of all the Security Property to that
                                         successor.



 


		(f)	Upon
                                         the appointment of a successor, the retiring Security Agent shall be discharged, by way
                                         of a document executed as a deed, from any further obligation in respect of the Finance
                                         Documents (other than its obligations under paragraph (b) of Clause 31.25 (Winding
                                         up of trust) and paragraph (d) above) but shall remain entitled to the benefit of
                                         Clause 14.5 (Indemnity to the Security Agent) and this Clause 31 (The Security
                                         Agent) and any other provisions of a Finance Document which are expressed to limit
                                         or exclude its liability (or to indemnify it) in acting as Security Agent. Any fees for
                                         the account of the retiring Security Agent shall cease to accrue from (and shall be payable
                                         on) that date). Any successor and each of the other Parties shall have the same rights
                                         and obligations amongst themselves as they would have had if such successor had been
                                         an original Party.



 


		(g)	The
                                         Majority Lenders may, by notice to the Security Agent, require it to resign in accordance
                                         with paragraph (b) above. In this event, the Security Agent shall resign in accordance
                                         with paragraph (b) above but the cost referred to in paragraph (d) above shall be for
                                         the account of the Borrowers.



 


		(h)	The
                                         consent of any Borrower (or any other Transaction Obligor) is not required for an assignment
                                         or transfer of rights and/or obligations by the Security Agent.



 


		31.14	Confidentiality



 


		(a)	In
                                         acting as Security Agent for the Finance Parties, the Security Agent shall be regarded
                                         as acting through its trustee division which shall be treated as a separate entity from
                                         any other of its divisions or departments.



 


		(b)	If
                                         information is received by a division or department of the Security Agent other than
                                         the division or department responsible for complying with the obligations assumed by
                                         it under the Finance Documents, that information may be treated as confidential to that
                                         division or department, and the Security Agent shall not be deemed to have notice of
                                         it nor shall it be obliged to disclose such information to any Party.



 


		(c)	Notwithstanding
                                         any other provision of any Finance Document to the contrary, the Security Agent is not
                                         obliged to disclose to any other person (i) any confidential information or (ii) any
                                         other information if the disclosure would, or might in its reasonable opinion, constitute
                                         a breach of any law or regulation or a breach of a fiduciary duty.



 


		31.15	Credit
                                         appraisal by the Finance Parties



 


Without
affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any
Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible
for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction
Document including but not limited to:


 


		(a)	the
                                         financial condition, status and nature of each Transaction Obligor;



 


		(b)	the
                                         legality, validity, effectiveness, adequacy or enforceability of any Transaction Document,
                                         the Security Property and any other agreement, arrangement or document entered into,
                                         made or executed in anticipation of, under or in connection with any Transaction Document
                                         or the Security Property;



 




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		(c)	whether
                                         that Finance Party has recourse, and the nature and extent of that recourse, against
                                         any Party or any of its respective assets under, or in connection with, any Transaction
                                         Document, the Security Property, the transactions contemplated by the Transaction Documents
                                         or any other agreement, arrangement or document entered into, made or executed in anticipation
                                         of, under or in connection with any Transaction Document or the Security Property;



 


		(d)	the
                                         adequacy, accuracy or completeness of any information provided by the Security Agent,
                                         any Party or by any other person under, or in connection with, any Transaction Document,
                                         the transactions contemplated by any Transaction Document or any other agreement, arrangement
                                         or document entered into, made or executed in anticipation of, under or in connection
                                         with any Transaction Document; and



 


		(e)	the
                                         right or title of any person in or to or the value or sufficiency of any part of the
                                         Security Assets, the priority of any of the Transaction Security or the existence of
                                         any Security affecting the Security Assets.



 


		31.16	Security
                                         Agent’s management time



 


		(a)	In
                                         the event of:



 


		(i)	a
                                         Default;



 


		(ii)	the
                                         Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake
                                         duties which the Security Agent and the Borrowers agree to be of an exceptional nature
                                         or outside the scope of the normal duties of the Security Agent under the Finance Documents;
                                         or



 


		(iii)	the
                                         Security Agent and the Borrowers agreeing that it is otherwise appropriate in the circumstances,



 


the
Borrowers shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between
them or determined pursuant to paragraph (b) below.


 


		(b)	If
                                         the Security Agent and the Borrowers fail to agree upon the nature of the duties, or
                                         upon the additional remuneration referred to in paragraph (a) above or whether additional
                                         remuneration is appropriate in the circumstances, any dispute shall be determined by
                                         an investment bank (acting as an expert and not as an arbitrator) selected by the Security
                                         Agent and approved by the Borrowers or, failing approval, nominated (on the application
                                         of the Security Agent) by the President for the time being of the Law Society of England
                                         and Wales (the costs of the nomination and of the investment bank being payable by the
                                         Borrowers) and the determination of any investment bank shall be final and binding upon
                                         the Parties.



 


		31.17	Reliance
                                         and engagement letters



 


Each
Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf
of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any
reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents
or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such
letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.


 




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		31.18	No
                                         responsibility to perfect Transaction Security



 


The
Security Agent shall not be liable for any failure to:


 


		(a)	require
                                         the deposit with it of any deed or document certifying, representing or constituting
                                         the title of any Transaction Obligor to any of the Security Assets;



 


		(b)	obtain
                                         any licence, consent or other authority for the execution, delivery, legality, validity,
                                         enforceability or admissibility in evidence of any Finance Document or the Transaction
                                         Security;



 


		(c)	register,
                                         file or record or otherwise protect any of the Transaction Security (or the priority
                                         of any of the Transaction Security) under any law or regulation or to give notice to
                                         any person of the execution of any Finance Document or of the Transaction Security;



 


		(d)	take,
                                         or to require any Transaction Obligor to take, any step to perfect its title to any of
                                         the Security Assets or to render the Transaction Security effective or to secure the
                                         creation of any ancillary Security under any law or regulation; or



 


		(e)	require
                                         any further assurance in relation to any Security Document.



 


		31.19	Insurance
                                         by Security Agent



 


		(a)	The
                                         Security Agent shall not be obliged:



 


		(i)	to
                                         insure any of the Security Assets;



 


		(ii)	to
                                         require any other person to maintain any insurance; or



 


		(iii)	to
                                         verify any obligation to arrange or maintain insurance contained in any Finance Document,



 


		(iv)	and
                                         the Security Agent shall not be liable for any damages, costs or losses to any person
                                         as a result of the lack of, or inadequacy of, any such insurance.



 


		(b)	Where
                                         the Security Agent is named on any insurance policy as an insured party, it shall not
                                         be liable for any damages, costs or losses to any person as a result of its failure to
                                         notify the insurers of any material fact relating to the risk assumed by such insurers
                                         or any other information of any kind, unless the Majority Lenders request it to do so
                                         in writing and the Security Agent fails to do so within 14 days after receipt of that
                                         request.



 


		31.20	Custodians
                                         and nominees



 


The
Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust
as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating
to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand,
cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it
under this Agreement or be bound to supervise the proceedings or acts of any person.


 




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		31.21	Delegation
                                         by the Security Agent



 


		(a)	Each
                                         of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power
                                         of attorney or otherwise to any person for any period, all or any right, power, authority
                                         or discretion vested in it in its capacity as such.



 


		(b)	That
                                         delegation may be made upon any terms and conditions (including the power to sub delegate)
                                         and subject to any restrictions that the Security Agent, that Receiver or that Delegate
                                         (as the case may be) may, in its discretion, think fit in the interests of the Secured
                                         Parties.



 


		(c)	No
                                         Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible
                                         for any damages, costs or losses incurred by reason of any misconduct, omission or default
                                         on the part of any such delegate or sub delegate.



 


		31.22	Additional
                                         Security Agents



 


		(a)	The
                                         Security Agent may at any time appoint (and subsequently remove) any person to act as
                                         a separate trustee or as a co-trustee jointly with it:



 


		(i)	if
                                         it considers that appointment to be in the interests of the Secured Parties; or



 


		(ii)	for
                                         the purposes of conforming to any legal requirement, restriction or condition which the
                                         Security Agent deems to be relevant; or



 


		(iii)	for
                                         obtaining or enforcing any judgment in any jurisdiction,



 


and
the Security Agent shall give prior notice to the Borrowers and the Finance Parties of that appointment.


 


		(b)	Any
                                         person so appointed shall have the rights, powers, authorities and discretions (not exceeding
                                         those given to the Security Agent under or in connection with the Finance Documents)
                                         and the duties, obligations and responsibilities that are given or imposed by the instrument
                                         of appointment.



 


		(c)	The
                                         remuneration that the Security Agent may pay to that person, and any costs and expenses
                                         (together with any applicable VAT) incurred by that person in performing its functions
                                         pursuant to that appointment shall, for the purposes of this Agreement, be treated as
                                         costs and expenses incurred by the Security Agent.



 


		31.23	Acceptance
                                         of title



 


The
Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that
any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction
Obligor to remedy any defect in its right or title.


 


		31.24	Releases



 


Upon
a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or
the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction,
authority or further confirmation from any other Secured Party) to release, without recourse or warranty, that property from the
Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates
of non-crystallisation of floating charges that may be required or desirable.


 




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		31.25	Winding
                                         up of trust



 


If
the Security Agent, with the approval of the Facility Agent determines that:


 


		(a)	all
                                         of the Secured Liabilities and all other obligations secured by the Security Documents
                                         have been fully and finally discharged; and



 


		(b)	no
                                         Secured Party is under any commitment, obligation or liability (actual or contingent)
                                         to make advances or provide other financial accommodation to any Transaction Obligor
                                         pursuant to the Finance Documents,



 


then


 


		(i)	the
                                         trusts set out in this Agreement shall be wound up and the Security Agent shall release,
                                         without recourse or warranty, all of the Transaction Security and the rights of the Security
                                         Agent under each of the Security Documents; and



 


		(ii)	any
                                         Security Agent which has resigned pursuant to Clause 31.13 (Resignation of the Security
                                         Agent) shall release, without recourse or warranty, all of its rights under each
                                         Security Document.



 


		31.26	Powers
                                         supplemental to Trustee Acts



 


The
rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall
be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent
by law or regulation or otherwise.


 


		31.27	Disapplication
                                         of Trustee Acts



 


Section
1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement
and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions
of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the
extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions
of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act
2000.


  




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		31.28	Application
                                         of receipts



 


All
amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause
31.2 (Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement of all or
any part of the Security Property (for the purposes of this Clause 31 (The Security Agent), the “Recoveries”)
shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to
the extent permitted by applicable law (and subject to the remaining provisions of this Clause 31 (The Security Agent)),
in the following order of priority:



 


		(a)	in
                                         discharging any sums owing to the Security Agent (in its capacity as such) (other than
                                         pursuant to Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) or
                                         any Receiver or Delegate;



 


		(b)	in
                                         payment or distribution to the Facility Agent, on its behalf and on behalf of the other
                                         Secured Parties, for application towards the discharge of all sums due and payable by
                                         any Transaction Obligor under any of the Finance Documents in accordance with Clause
                                         34.5 (Application of receipts; partial payments);



 


		(c)	if
                                         none of the Transaction Obligors is under any further actual or contingent liability
                                         under any Finance Document, in payment or distribution to any person to whom the Security
                                         Agent is obliged to pay or distribute in priority to any Transaction Obligor; and



 


		(d)	the
                                         balance, if any, in payment or distribution to the relevant Transaction Obligor.



 


		31.29	Permitted
                                         Deductions



 


The
Security Agent may, in its discretion:


 


		(a)	set
                                         aside by way of reserve amounts required to meet, and to make and pay, any deductions
                                         and withholdings (on account of Taxes or otherwise) which it is or may be required by
                                         any applicable law to make from any distribution or payment made by it under this Agreement;
                                         and



 


		(b)	pay
                                         all Taxes which may be assessed against it in respect of any of the Security Property,
                                         or as a consequence of performing its duties, or by virtue of its capacity as Security
                                         Agent under any of the Finance Documents or otherwise (other than in connection with
                                         its remuneration for performing its duties under this Agreement).



 


		31.30	Prospective
                                         liabilities



 


Following
enforcement of any of the Transaction Security, the Security Agent may, in its discretion, or at the request of the Facility Agent,
hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial
institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant
account) for later payment to the Facility Agent for application in accordance with Clause 31.28 (Application of receipts)
in respect of:


 


		(a)	any
                                         sum to the Security Agent, any Receiver or any Delegate; and



 


		(b)	any
                                         part of the Secured Liabilities,



 


that
the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become
due or owing at any time in the future.


 


		31.31	Investment
                                         of proceeds



 


Prior
to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 31.28 (Application
of receipts) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense
or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long
as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time
of those moneys in the Security Agent’s discretion in accordance with the provisions of Clause 31.28 (Application of
receipts).


 




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		31.32	Currency
                                         conversion



 


		(a)	For
                                         the purpose of, or pending the discharge of, any of the Secured Liabilities the Security
                                         Agent may convert any moneys received or recovered by the Security Agent from one currency
                                         to another, at a market rate of exchange.



 


		(b)	The
                                         obligations of any Transaction Obligor to pay in the due currency shall only be satisfied
                                         to the extent of the amount of the due currency purchased after deducting the costs of
                                         conversion.



 


		31.33	Good
                                         discharge



 


		(a)	Any
                                         payment to be made in respect of the Secured Liabilities by the Security Agent may be
                                         made to the Facility Agent on behalf of the Secured Parties and any payment made in that
                                         way shall be a good discharge, to the extent of that payment, by the Security Agent.



 


		(b)	The
                                         Security Agent is under no obligation to make the payments to the Facility Agent under
                                         paragraph (a) above in the same currency as that in which the obligations and liabilities
                                         owing to the relevant Finance Party are denominated.



 


		31.34	Amounts
                                         received by Obligors



 


If
any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid
to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay
that amount to the Security Agent for application in accordance with the terms of this Agreement.


 


		31.35	Application
                                         and consideration



 


In
consideration for the covenants given to the Security Agent by each Obligor in relation to Clause 31.2 (Parallel Debt (Covenant
to pay the Security Agent)), the Security Agent agrees with each Obligor to apply all moneys from time to time paid by such
Obligor to the Security Agent in accordance with the foregoing provisions of this Clause 31 (The Security Agent).


 


		31.36	Full
                                         freedom to enter into transactions



 


Without
prejudice to Clause 31.7 (Business with a Transaction Obligor) or any other provision of a Finance Document and notwithstanding
any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:


 


		(a)	to
                                         enter into and arrange banking, derivative, investment and/or other transactions of every
                                         kind with or affecting any Transaction Obligor or any person who is party to, or referred
                                         to in, a Finance Document (including, but not limited to, any interest or currency swap
                                         or other transaction, whether related to this Agreement or not, and acting as syndicate
                                         agent and/or security agent for, and/or participating in, other facilities to such Transaction
                                         Obligor or any person who is party to, or referred to in, a Finance Document);



 




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		(b)	to
                                         deal in and enter into and arrange transactions relating to:



 


		(i)	any
                                         securities issued or to be issued by any Transaction Obligor or any other person; or



 


		(ii)	any
                                         options or other derivatives in connection with such securities; and



 


		(c)	to
                                         provide advice or other services to the Borrowers or any person who is a party to, or
                                         referred to in, a Finance Document,



 


and,
in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging
all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only
to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively,
to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and
to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.


 


		32	Conduct
                                         of Business by the Finance Parties



 


No
provision of this Agreement will:


 


		(a)	interfere
                                         with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever
                                         manner it thinks fit;



 


		(b)	oblige
                                         any Finance Party to investigate or claim any credit, relief, remission or repayment
                                         available to it or the extent, order and manner of any claim; or



 


		(c)	oblige
                                         any Finance Party to disclose any information relating to its affairs (tax or otherwise)
                                         or any computations in respect of Tax.



 


		33	Sharing
                                         among the Finance Parties



 


		33.1	Payments
                                         to Finance Parties



 


If
a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from a Transaction Obligor other
than in accordance with Clause 34 (Payment Mechanics) (a “Recovered Amount”) and applies that amount
to a payment due to it under the Finance Documents then:


 


		(a)	the
                                         Recovering Finance Party shall, within three Business Days, notify details of the receipt
                                         or recovery, to the Facility Agent;



 


		(b)	the
                                         Facility Agent shall determine whether the receipt or recovery is in excess of the amount
                                         the Recovering Finance Party would have been paid had the receipt or recovery been received
                                         or made by the Facility Agent and distributed in accordance with Clause 34 (Payment
                                         Mechanics), without taking account of any Tax which would be imposed on the Facility
                                         Agent in relation to the receipt, recovery or distribution; and



 


		(c)	the
                                         Recovering Finance Party shall, within three Business Days of demand by the Facility
                                         Agent, pay to the Facility Agent an amount (the “Sharing Payment”)
                                         equal to such receipt or recovery less any amount which the Facility Agent determines
                                         may be retained by the Recovering Finance Party as its share of any payment to be made,
                                         in accordance with Clause 34.5 (Application of receipts; partial payments).



 




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		33.2	Redistribution
                                         of payments



 


The
Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among
the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance
with Clause 34.5 (Application of receipts; partial payments) towards the obligations of that Transaction Obligor to the
Sharing Finance Parties.


 


		33.3	Recovering
                                         Finance Party’s rights



 


On
a distribution by the Facility Agent under Clause 33.2 (Redistribution of payments) of a payment received by a Recovering
Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount
of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.


 


		33.4	Reversal
                                         of redistribution



 


If
any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then:


 


		(a)	each
                                         Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility
                                         Agent for the account of that Recovering Finance Party an amount equal to the appropriate
                                         part of its share of the Sharing Payment (together with an amount as is necessary to
                                         reimburse that Recovering Finance Party for its proportion of any interest on the Sharing
                                         Payment which that Recovering Finance Party is required to pay) (the “Redistributed
                                         Amount”); and



 


		(b)	as
                                         between the relevant Transaction Obligor and each relevant Sharing Finance Party, an
                                         amount equal to the relevant Redistributed Amount will be treated as not having been
                                         paid by that Transaction Obligor.



 


		33.5	Exceptions



 


		(a)	This
                                         Clause 33 (Sharing among the Finance Parties) shall not apply to the extent that
                                         the Recovering Finance Party would not, after making any payment pursuant to this Clause,
                                         have a valid and enforceable claim against the relevant Transaction Obligor.



 


		(b)	A
                                         Recovering Finance Party is not obliged to share with any other Finance Party any amount
                                         which the Recovering Finance Party has received or recovered as a result of taking legal
                                         or arbitration proceedings, if:



 


		(i)	it
                                         notified that other Finance Party of the legal or arbitration proceedings; and



 


		(ii)	that
                                         other Finance Party had an opportunity to participate in those legal or arbitration proceedings
                                         but did not do so as soon as reasonably practicable having received notice and did not
                                         take separate legal or arbitration proceedings.



 




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Section
11



Administration


 


		34	Payment
                                         Mechanics



 


		34.1	Payments
                                         to the Facility Agent



 


		(a)	On
                                         each date on which a Transaction Obligor or a Lender is required to make a payment under
                                         a Finance Document, that Transaction Obligor or Lender shall make an amount equal to
                                         such payment available to the Facility Agent (unless a contrary indication appears in
                                         a Finance Document) for value on the due date at the time and in such funds specified
                                         by the Facility Agent as being customary at the time for settlement of transactions in
                                         the relevant currency in the place of payment.



 


		(b)	Payment
                                         shall be made to such account in the principal financial centre of the country of that
                                         currency (or, in relation to euro, in a principal financial centre in such Participating
                                         Member State or London, as specified by the Facility Agent) and with such bank as the
                                         Facility Agent, in each case, specifies.



 


		34.2	Distributions
                                         by the Facility Agent



 


Each
payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 34.3 (Distributions
to a Transaction Obligor) and Clause 34.4 (Clawback and pre-funding) be made available by the Facility Agent as soon
as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender,
for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five
Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency
(or, in relation to euro, in the principal financial centre of a Participating Member State or London), as specified by that Party
or, in the case of an Advance, to such account of such person as may be specified by the Borrowers in the Utilisation Request.


 


		34.3	Distributions
                                         to a Transaction Obligor



 


The
Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 35 (Set-Off)) apply any amount
received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any
amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any currency to
be so applied.


 


		34.4	Clawback
                                         and pre-funding



 


		(a)	Where
                                         a sum is to be paid to the Facility Agent under the Finance Documents for another Party,
                                         the Facility Agent is not obliged to pay that sum to that other Party (or to enter into
                                         or perform any related exchange contract) until it has been able to establish to its
                                         satisfaction that it has actually received that sum.



 


		(b)	Unless
                                         paragraph (c) below applies, if the Facility Agent pays an amount to another Party and
                                         it proves to be the case that the Facility Agent had not actually received that amount,
                                         then the Party to whom that amount (or the proceeds of any related exchange contract)
                                         was paid by the Facility Agent shall on demand refund the same to the Facility Agent
                                         together with interest on that amount from the date of payment to the date of receipt
                                         by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.



 




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		(c)	If
                                         the Facility Agent has notified the Lenders that it is willing to make available amounts
                                         for the account of the Borrowers before receiving funds from the Lenders then if and
                                         to the extent that the Facility Agent does so but it proves to be the case that it does
                                         not then receive funds from a Lender in respect of a sum which it paid to the Borrowers:



 


		(i)	the
                                         Facility Agent shall notify the Borrowers of that Lender’s identity and the Borrowers
                                         shall on demand refund it to the Facility Agent; and



 


		(ii)	the
                                         Lender by whom those funds should have been made available or, if the Lender fails to
                                         do so, the Borrowers shall on demand pay to the Facility Agent the amount (as certified
                                         by the Facility Agent) which will indemnify the Facility Agent against any funding cost
                                         incurred by it as a result of paying out that sum before receiving those funds from that
                                         Lender.



 


		34.5	Application
                                         of receipts; partial payments



 


		(a)	If
                                         the Facility Agent or the Security Agent (as applicable) receives a payment that is insufficient
                                         to discharge all the amounts then due and payable by a Transaction Obligor under the
                                         Finance Documents, the Facility Agent or the Security Agent (as applicable) shall apply
                                         that payment towards the obligations of that Transaction Obligor under the Finance Documents
                                         in the following order:



 


		(i)	first,
                                         in or towards payment pro rata of any unpaid fees, costs and expenses of, and
                                         any other amounts owing to, the Facility Agent, the Security Agent, any Receiver or any
                                         Delegate under the Finance Documents;



 


		(ii)	secondly,
                                         in or towards payment pro rata of any accrued interest and fees due but unpaid
                                         to the Lenders under this Agreement;



 


		(iii)	thirdly,
                                         in or towards payment pro rata of any principal due but unpaid to the Lenders
                                         under this Agreement; and



 


		(iv)	fourthly,
                                         in or towards payment pro rata of any other sum due to any Finance Party but unpaid
                                         under the Finance Documents.



 


		(b)	The
                                         Facility Agent shall, if so directed by the Majority Lenders, vary, or instruct the Security
                                         Agent to vary (as applicable), the order set out in sub-paragraphs (ii) to (iv) of paragraph
                                         (a) above.



 


		(c)	Paragraphs
                                         (a) and (b) above will override any appropriation made by a Transaction Obligor.



 


		34.6	No
                                         set-off by Transaction Obligors



 


All
payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and
clear of any deduction for) set-off or counterclaim.


 




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		34.7	Business
                                         Days



 


		(a)	Any
                                         payment under the Finance Documents which is due to be made on a day that is not a Business
                                         Day shall be made on the next Business Day in the same calendar month (if there is one)
                                         or the preceding Business Day (if there is not).



 


		(b)	During
                                         any extension of the due date for payment of any principal or an Unpaid Sum under this
                                         Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the
                                         original due date.



 


		34.8	Currency
                                         of account



 


		(a)	Subject
                                         to paragraphs (b) and (c) below, dollars is the currency of account and payment for any
                                         sum due from a Transaction Obligor under any Finance Document.



 


		(b)	Each
                                         payment in respect of costs, expenses or Taxes shall be made in the currency in which
                                         the costs, expenses or Taxes are incurred.



 


		(c)	Any
                                         amount expressed to be payable in a currency other than dollars shall be paid in that
                                         other currency.



 


		34.9	Change
                                         of currency



 


		(a)	Unless
                                         otherwise prohibited by law, if more than one currency or currency unit are at the same
                                         time recognised by the central bank of any country as the lawful currency of that country,
                                         then:



 


		(i)	any
                                         reference in the Finance Documents to, and any obligations arising under the Finance
                                         Documents in, the currency of that country shall be translated into, or paid in, the
                                         currency or currency unit of that country designated by the Facility Agent (after consultation
                                         with the Borrowers); and



 


		(ii)	any
                                         translation from one currency or currency unit to another shall be at the official rate
                                         of exchange recognised by the central bank for the conversion of that currency or currency
                                         unit into the other, rounded up or down by the Facility Agent (acting reasonably).



 


		(b)	If
                                         a change in any currency of a country occurs, this Agreement will, to the extent the
                                         Facility Agent (acting reasonably and after consultation with the Borrowers) specifies
                                         to be necessary, be amended to comply with any generally accepted conventions and market
                                         practice in the London interbank market and otherwise to reflect the change in currency.



 


		34.10	Currency
                                         Conversion



 


		(a)	For
                                         the purpose of, or pending any payment to be made by any Servicing Party under any Finance
                                         Document, such Servicing Party may convert any moneys received or recovered by it from
                                         one currency to another, at a market rate of exchange.



 


		(b)	The
                                         obligations of any Transaction Obligor to pay in the due currency shall only be satisfied
                                         to the extent of the amount of the due currency purchased after deducting the costs of
                                         conversion.



 




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		34.11	Disruption
                                         to Payment Systems etc.



 


If
either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified
by a Borrower that a Disruption Event has occurred:


 


		(a)	the
                                         Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers
                                         with a view to agreeing with the Borrowers such changes to the operation or administration
                                         of the Facility as the Facility Agent may deem necessary in the circumstances;



 


		(b)	the
                                         Facility Agent shall not be obliged to consult with the Borrowers in relation to any
                                         changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to
                                         do so in the circumstances and, in any event, shall have no obligation to agree to such
                                         changes;



 


		(c)	the
                                         Facility Agent may consult with the Finance Parties in relation to any changes mentioned
                                         in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not
                                         practicable to do so in the circumstances;



 


		(d)	any
                                         such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not
                                         it is finally determined that a Disruption Event has occurred) be binding upon the Parties
                                         and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the
                                         terms of the Finance Documents notwithstanding the provisions of Clause 43 (Amendments
                                         and Waivers);



 


		(e)	the
                                         Facility Agent shall not be liable for any damages, costs or losses to any person, any
                                         diminution in value or any liability whatsoever (including, without limitation for negligence,
                                         gross negligence or any other category of liability whatsoever but not including any
                                         claim based on the fraud of the Facility Agent) arising as a result of its taking, or
                                         failing to take, any actions pursuant to or in connection with this Clause 34.11 (Disruption
                                         to Payment Systems etc.); and



 


		(f)	the
                                         Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph
                                         (d) above.



 


		35	Set-Off



 


After
the occurrence of an Event of Default which is continuing, a Finance Party may set off any matured obligation (meaning an obligation
which has fallen due and payable) due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned
by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the
place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance
Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.


 




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		36	Bail-In



 


Notwithstanding
any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document,
each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance
Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the
effect of:



 


		(a)	any
                                         Bail-In Action in relation to any such liability, including (without limitation):



 


		(i)	a
                                         reduction, in full or in part, in the principal amount, or outstanding amount due (including
                                         any accrued but unpaid interest) in respect of any such liability;



 


		(ii)	a
                                         conversion of all, or part of, any such liability into shares or other instruments of
                                         ownership that may be issued to, or conferred on, it; and



 


		(iii)	a
                                         cancellation of any such liability; and



 


		(b)	a
                                         variation of any term of any Finance Document to the extent necessary to give effect
                                         to any Bail-In Action in relation to any such liability.



 


		37	Notices



 


		37.1	Communications
                                         in writing



 


Any
communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated,
may be made by email or letter.


 


		37.2	Addresses



 


The
address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication
or document to be made or delivered under or in connection with the Finance Documents are:


 


		(a)	in
                                         the case of the Borrowers and the Guarantor, that specified in Schedule 1 (The Parties);



 


		(b)	in
                                         the case of each Lender, that specified in Schedule 1 (The Parties) or, if it
                                         becomes a Party after the date of this Agreement, that notified in writing to the Facility
                                         Agent on or before the date on which it becomes a Party;



 


		(c)	in
                                         the case of the Facility Agent, that specified in Schedule 1 (The Parties); and



 


		(d)	in
                                         the case of the Security Agent, that specified in Schedule 1 (The Parties),



 


or
any substitute address or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify
to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days’ notice.


 


		37.3	Delivery



 


		(a)	Any
                                         communication or document made or delivered by one person to another under or in connection
                                         with the Finance Documents will only be effective if by way of letter, when it has been
                                         left at the relevant address or five Business Days after being deposited in the post
                                         postage prepaid in an envelope addressed to it at that address, and, if a particular
                                         department or officer is specified as part of its address details provided under Clause
                                         37.2 (Addresses), if addressed to that department or officer.



 


		(b)	Any
                                         communication or document to be made or delivered to a Servicing Party will be effective
                                         only when actually received by that Servicing Party and then only if it is expressly
                                         marked for the attention of the department or officer of that Servicing Party specified
                                         in Schedule 1 (The Parties) (or any substitute department or officer as that Servicing
                                         Party shall specify for this purpose).



 




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		(c)	All
                                         notices from or to a Transaction Obligor shall be sent through the Facility Agent unless
                                         otherwise specified in any Finance Document.



 


		(d)	Any
                                         communication or document made or delivered to the Borrowers in accordance with this
                                         Clause will be deemed to have been made or delivered to each of the Transaction Obligors.



 


		(e)	Any
                                         communication or document which becomes effective, in accordance with paragraphs (a)
                                         to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become
                                         effective on the following day.



 


		37.4	Notification
                                         of address



 


Promptly
upon receipt of notification of an address or change of address pursuant to Clause 37.2 (Addresses) or changing its own
address, the Facility Agent shall notify the other Parties.


 


		37.5	Electronic
                                         communication



 


		(a)	Any
                                         communication to be made between any two Parties under or in connection with the Finance
                                         Documents may be made by electronic mail or other electronic means (including, without
                                         limitation, by way of posting to a secure website) if those two Parties:



 


		(i)	notify
                                         each other in writing of their electronic mail address and/or any other information required
                                         to enable the transmission of information by that means; and



 


		(ii)	notify
                                         each other of any change to their address or any other such information supplied by them
                                         by not less than five Business Days’ notice.



 


		(b)	Any
                                         such electronic communication as specified in paragraph (a) above to be made between
                                         an Obligor and a Finance Party may only be made in that way to the extent that those
                                         two Parties agree that, unless and until notified to the contrary, this is to be an accepted
                                         form of communication.



 


		(c)	Any
                                         such electronic communication as specified in paragraph (a) above made between any two
                                         Parties will be effective only when actually received (or made available) in readable
                                         form and in the case of any electronic communication made by a Party to the Facility
                                         Agent or the Security Agent only if it is addressed in such a manner as the Facility
                                         Agent or the Security Agent shall specify for this purpose.



 


		(d)	Any
                                         electronic communication which becomes effective, in accordance with paragraph (c) above,
                                         after 5.00 p.m. in the place in which the Party to whom the relevant communication is
                                         sent or made available has its address for the purpose of this Agreement shall be deemed
                                         only to become effective on the following day.



 


		(e)	Any
                                         reference in a Finance Document to a communication being sent or received shall be construed
                                         to include that communication being made available in accordance with this Clause 37.5
                                         (Electronic communication).



 


		37.6	English
                                         language



 


		(a)	Any
                                         notice given under or in connection with any Finance Document must be in English.



 




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		(b)	All
                                         other documents provided under or in connection with any Finance Document must be:


 


		(i)	in
                                         English; or



 


		(ii)	if
                                         not in English, and if so required by the Facility Agent, accompanied by a certified
                                         English translation prepared by a translator approved by the Facility Agent and, in this
                                         case, the English translation will prevail unless the document is a constitutional, statutory
                                         or other official document.



 


		38	Calculations
                                         and Certificates



 


		38.1	Accounts



 


In
any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts
maintained by a Finance Party are prima facie evidence of the matters to which they relate.


 


		38.2	Certificates
                                         and determinations



 


Any
certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest
error, conclusive evidence of the matters to which it relates.


 


		38.3	Day
                                         count convention



 


Any
interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the
actual number of days elapsed and a year of 360 days or, in any case where the practice in the London interbank market differs,
in accordance with that market practice.


 


		39	Partial
                                         Invalidity



 


If,
at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law
of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction
nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected
or impaired.


 


		40	Remedies
                                         and Waivers



 


No
failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under a Finance Document
shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to
affirm any Finance Document on the part of a Secured Party shall be effective unless it is in writing. No single or partial exercise
of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and
remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.


 


		41	Settlement
                                         or Discharge Conditional



 


Any
settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional
upon no security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered
to be repaid, whether under any insolvency law or otherwise.


 




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		42	Irrevocable
                                         Payment



 


If
the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person
in purported payment or discharge of an obligation of that Transaction Obligor to a Finance Party under the Finance Documents
is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise,
then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the
Finance Documents.


 


		43	Amendments
                                         and Waivers



 


		43.1	Required
                                         consents



 


		(a)	Subject
                                         to Clause 43.2 (All Lender matters) and Clause 43.3 (Other exceptions)
                                         any term of the Finance Documents may be amended or waived only with the consent of the
                                         Majority Lenders and, in the case of an amendment, the Obligors and any such amendment
                                         or waiver will be binding on all Parties.



 


		(b)	The
                                         Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted
                                         by this Clause 43 (Amendments and Waivers).



 


		(c)	Without
                                         prejudice to the generality of Clause 30.8 (Rights and discretions), the Facility
                                         Agent may engage, pay for and rely on the services of lawyers in determining the consent
                                         level required for and effecting any amendment, waiver or consent under this Agreement.



 


		43.2	All
                                         Lender matters



 


Subject
to Clause 43.4 (Replacement of Screen Rate), an amendment of or waiver or consent in relation to any term of any Finance
Document that has the effect of changing or which relates to:


 


		(a)	the
                                         definition of “Majority Lenders” in Clause 1.1 (Definitions);



 


		(b)	a
                                         postponement to or extension of the date of payment of any amount under the Finance Documents;



 


		(c)	a
                                         reduction in the Margin or the amount of any payment of principal, interest, fees or
                                         commission payable;



 


		(d)	a
                                         change in currency of payment of any amount under the Finance Documents;



 


		(e)	an
                                         increase in any Commitment or the Total Commitments, an extension of any Availability
                                         Period or any requirement that a cancellation of Commitments reduces the Commitments
                                         rateably under the Facility;



 


		(f)	a
                                         change to any Transaction Obligor other than in accordance with Clause 29 (Changes
                                         to the Transaction Obligors);



 


		(g)	any
                                         provision which expressly requires the consent of all the Lenders;



 


		(h)	this
                                         Clause 43 (Amendments and Waivers);



 




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		(i)	any
                                         change to the preamble (Background), Clause 2 (The Facility), Clause 3 (Purpose),
                                         Clause 5 (Utilisation), Clause 6.2 (Effect of cancellation and prepayment on
                                         scheduled repayments), Clause 7.4 (Mandatory prepayment on sale or Total Loss),
                                         Clause 8 (Interest), Clause 26 (Accounts and application of Earnings),
                                         Clause 28 (Changes to the Lenders), Clause 33 (Sharing among the Finance Parties),
                                         Clause 47 (Governing Law) or Clause 48 (Enforcement);



 


		(j)	any
                                         release of, or material variation to, any Transaction Security, guarantee, indemnity
                                         or subordination arrangement set out in a Finance Document (except in the case of a release
                                         of Transaction Security as it relates to the disposal of an asset which is the subject
                                         of the Transaction Security and where such disposal is expressly permitted by the Majority
                                         Lenders or otherwise under a Finance Document);



 


		(k)	(other
                                         than as expressly permitted by the provisions of any Finance Document), the nature or
                                         scope of:



 


		(i)	the
                                         Security Assets; or



 


		(ii)	the
                                         manner in which the proceeds of enforcement of the Transaction Security are distributed,



 


(except
in the case of sub-paragraphs (i) and (ii) above, insofar as it relates to a sale or disposal of an asset which is the subject
of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);


 


		(l)	the
                                         release of any Transaction Security unless permitted under this Agreement or any other
                                         Finance Document or relating to a sale or disposal of an asset which is the subject of
                                         the Transaction Security where such sale or disposal is expressly permitted under this
                                         Agreement or any other Finance Document; or



 


shall
not be made, or given, without the prior consent of all the Lenders.


 


		43.3	Other
                                         exceptions



 


		(a)	An
                                         amendment or waiver which relates to the rights or obligations of a Servicing Party,
                                         the Arranger or a Reference Bank (each in their capacity as such) may not be effected
                                         without the consent of that Servicing Party, the Arranger or that Reference Bank, as
                                         the case may be.



 


		(b)	The
                                         Borrowers and the Facility Agent, the Arranger or the Security Agent, as applicable,
                                         may amend or waive a term of a Fee Letter to which they are party.



 


		43.4	Replacement
                                         of Screen Rate



 


		(a)	Subject
                                         to Clause 43.3 (Other exceptions), if the Screen Rate is not available for dollars,
                                         any amendment or waiver which relates to providing for another benchmark rate to apply
                                         in relation to dollars, in place of that Screen Rate (or which relates to aligning any
                                         provision of a Finance Document to the use of that benchmark rate) may be made with the
                                         consent of the Majority Lenders and the Transaction Obligors.



 




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		(b)	If
                                         any Lender fails to respond to a request for an amendment or waiver described in paragraph
                                         (a) above within 10 Business Days (unless the Borrower and the Facility Agent agree to
                                         a longer time period in relation to any request) of that request being made:


 


		(i)	its
                                         Commitment shall not be included for the purpose of calculating the Total Commitments
                                         when ascertaining whether any relevant percentage of Total Commitments has been obtained
                                         to approve that request; and



 


		(ii)	its
                                         status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement
                                         of any specified group of Lenders has been obtained to approve that request.



 


		43.5	Obligor
                                         Intent



 


Without
prejudice to the generality of Clauses 1.2 (Construction) and 17.4 (Waiver of defences) each Obligor expressly confirms
that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance
Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of
the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in
connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions
to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities
available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made
available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.


 


		44	Confidential
                                         Information



 


		44.1	Confidentiality



 


Each
Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted
by Clause 44.2 (Disclosure of Confidential Information) and Clause 44.3 (Disclosure to numbering service providers)
and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its
own confidential information.


 


		44.2	Disclosure
                                         of Confidential Information



 


Any
Finance Party may disclose:


 


		(a)	to
                                         any of its Affiliates and Related Funds and any of its or their officers, directors,
                                         employees, professional advisers, auditors, partners and Representatives such Confidential
                                         Information as that Finance Party shall consider appropriate if any person to whom the
                                         Confidential Information is to be given pursuant to this paragraph (a) is informed in
                                         writing of its confidential nature and that some or all of such Confidential Information
                                         may be price-sensitive information except that there shall be no such requirement to
                                         so inform if the recipient is subject to professional obligations to maintain the confidentiality
                                         of the information or is otherwise bound by requirements of confidentiality in relation
                                         to the Confidential Information;



 


		(b)	to
                                         any person:



 


		(i)	to
                                         (or through) whom it assigns or transfers all or any of its rights and/or obligations
                                         under one or more Finance Documents or which succeeds (or which may potentially succeed)
                                         it as Facility Agent or Security Agent and, in each case, to any of that person’s
                                         Affiliates, Related Funds, Representatives and professional advisers;



 




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		(ii)	with
                                         (or through) whom it enters into (or may potentially enter into), whether directly or
                                         indirectly, any sub-participation in relation to, or any other transaction including
                                         a securitisation under which payments are to be made or may be made by reference to,
                                         one or more Finance Documents and/or one or more Transaction Obligors and to any of that
                                         person’s Affiliates, Related Funds, Representatives and professional advisers;



 


		(iii)	appointed
                                         by any Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b)
                                         above applies to receive communications, notices, information or documents delivered
                                         pursuant to the Finance Documents on its behalf (including, without limitation, any person
                                         appointed under paragraph (c) of Clause 30.15 (Relationship with the other Finance
                                         Parties));



 


		(iv)	who
                                         invests in or otherwise finances (or may potentially invest in or otherwise finance),
                                         directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph
                                         (b) above;



 


		(v)	to
                                         whom information is required or requested to be disclosed by any court of competent jurisdiction
                                         or any governmental, banking, taxation or other regulatory authority or similar body,
                                         the rules of any relevant stock exchange or pursuant to any applicable law or regulation;



 


		(vi)	to
                                         whom information is required to be disclosed in connection with, and for the purposes
                                         of, any litigation, arbitrations, administrative or other investigations, proceedings
                                         or disputes;



 


		(vii)	to
                                         whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security
                                         (or may do so) pursuant to Clause 28.8 (Security over Lenders’ rights);



 


		(viii)	who
                                         is a Party, a Transaction Obligor or any related entity of a Transaction Obligor;



 


		(ix)	as
                                         a result of the registration of any Finance Document as contemplated by any Finance Document
                                         or any legal opinion obtained in connection with any Finance Document; or



 


		(x)	with
                                         the consent of the Borrowers;



 


in
each case, such Confidential Information as that Finance Party shall consider appropriate if:


 


		(A)	in
                                         relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to
                                         whom the Confidential Information is to be given has entered into a Confidentiality Undertaking
                                         except that there shall be no requirement for a Confidentiality Undertaking if the recipient
                                         is a professional adviser and is subject to professional obligations to maintain the
                                         confidentiality of the Confidential Information;



 


		(B)	in
                                         relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential
                                         Information is to be given has entered into a Confidentiality Undertaking or is otherwise
                                         bound by requirements of confidentiality in relation to the Confidential Information
                                         they receive and is informed that some or all of such Confidential Information may be
                                         price-sensitive information;



 




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		(C)	in
                                         relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to
                                         whom the Confidential Information is to be given is informed of its confidential nature
                                         and that some or all of such Confidential Information may be price-sensitive information
                                         except that there shall be no requirement to so inform if, in the opinion of that Finance
                                         Party, it is not practicable so to do in the circumstances;



 


		(c)	to
                                         any person appointed by that Finance Party or by a person to whom sub-paragraph (i) or
                                         (ii) of paragraph (b) above applies to provide administration or settlement services
                                         in respect of one or more of the Finance Documents including without limitation, in relation
                                         to the trading of participations in respect of the Finance Documents, such Confidential
                                         Information as may be required to be disclosed to enable such service provider to provide
                                         any of the services referred to in this paragraph (c) if the service provider to whom
                                         the Confidential Information is to be given has entered in to a confidentiality agreement
                                         substantially in the form of the LMA Master Confidentiality Undertaking for Use With
                                         Administration/ Settlement Service Providers or such other form of confidentiality undertaking
                                         agreed between the Borrowers and the relevant Finance Party;



 


		(d)	to
                                         any rating agency (including its professional advisers) such Confidential Information
                                         as may be required to be disclosed to enable such rating agency to carry out its normal
                                         rating activities in relation to the Finance Documents and/or the Transaction Obligors
                                         if the rating agency to whom the Confidential Information is to be given is informed
                                         of its confidential nature and that some or all of such Confidential Information may
                                         be price-sensitive information.



 


		44.3	Disclosure
                                         to numbering service providers



 


		(a)	Any
                                         Finance Party may disclose to any national or international numbering service provider
                                         appointed by that Finance Party to provide identification numbering services in respect
                                         of this Agreement, the Facility and/or one or more Transaction Obligors the following
                                         information:



 


		(i)	names
                                         of Transaction Obligors;



 


		(ii)	country
                                         of domicile of Transaction Obligors;



 


		(iii)	place
                                         of incorporation of Transaction Obligors;



 


		(iv)	date
                                         of this Agreement;



 


		(v)	Clause
                                         47 (Governing Law);



 


		(vi)	the
                                         names of the Facility Agent and the Arranger;



 


		(vii)	date
                                         of each amendment and restatement of this Agreement;



 


		(viii)	amount
                                         of Total Commitments;



 


		(ix)	currency
                                         of the Facility;



 




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		(x)	type
                                         of Facility;



 


		(xi)	ranking
                                         of Facility;



 


		(xii)	Termination
                                         Date for Facility;



 


		(xiii)	changes
                                         to any of the information previously supplied pursuant to sub-paragraphs (i) to (xii)
                                         above; and



 


		(xiv)	such
                                         other information agreed between such Finance Party and the Borrowers,



 


to
enable such numbering service provider to provide its usual syndicated loan numbering identification services.


 


		(b)	The
                                         Parties acknowledge and agree that each identification number assigned to this Agreement,
                                         the Facility and/or one or more Transaction Obligors by a numbering service provider
                                         and the information associated with each such number may be disclosed to users of its
                                         services in accordance with the standard terms and conditions of that numbering service
                                         provider.



 


		(c)	Each
                                         Obligor represents, on behalf of itself and the other Transaction Obligors, that none
                                         of the information set out in sub-paragraphs (i) to (xiv) of paragraph (a) above is,
                                         nor will at any time be, unpublished price-sensitive information.



 


		(d)	The
                                         Facility Agent shall notify the Corporate Guarantor and the other Finance Parties of:



 


		(i)	the
                                         name of any numbering service provider appointed by the Facility Agent in respect of
                                         this Agreement, the Facility and/or one or more Transaction Obligors; and



 


		(ii)	the
                                         number or, as the case may be, numbers assigned to this Agreement, the Facility and/or
                                         one or more Transaction Obligors by such numbering service provider.



 


		44.4	Entire
                                         agreement



 


This
Clause 44 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations
of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether
express or implied, regarding Confidential Information.


 


		44.5	Inside
                                         information



 


Each
of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information
and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating
to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any
unlawful purpose.


 




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		44.6	Notification
                                         of disclosure



 


Each
of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:



 


		(a)	of
                                         the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph
                                         (v) of paragraph (b) of Clause 44.2 (Disclosure of Confidential Information) except
                                         where such disclosure is made to any of the persons referred to in that paragraph during
                                         the ordinary course of its supervisory or regulatory function; and



 


		(b)	upon
                                         becoming aware that Confidential Information has been disclosed in breach of this Clause
                                         44 (Confidential Information).



 


		44.7	Continuing
                                         obligations



 


The
obligations in this Clause 44 (Confidential Information) are continuing and, in particular, shall survive and remain binding
on each Finance Party for a period of 12 months from the earlier of:


 


		(a)	the
                                         date on which all amounts payable by the Obligors under or in connection with this Agreement
                                         have been paid in full and all Commitments have been cancelled or otherwise cease to
                                         be available; and



 


		(b)	the
                                         date on which such Finance Party otherwise ceases to be a Finance Party.



 


		45	Confidentiality
                                         of Funding Rates and Reference Bank Quotations



 


		45.1	Confidentiality
                                         and disclosure



 


		(a)	The
                                         Facility Agent and each Obligor agree to keep each Funding Rate (and, in the case of
                                         the Facility Agent, each Reference Bank Quotation) confidential and not to disclose it
                                         to anyone, save to the extent permitted by paragraphs (b), (c) and (d) below.



 


		(b)	The
                                         Facility Agent may disclose:



 


		(i)	any
                                         Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation) to the
                                         Borrower pursuant to Clause 8.4 (Notification of rates of interest); and



 


		(ii)	any
                                         Funding Rate or any Reference Bank Quotation to any person appointed by it to provide
                                         administration services in respect of one or more of the Finance Documents to the extent
                                         necessary to enable such service provider to provide those services if the service provider
                                         to whom that information is to be given has entered into a confidentiality agreement
                                         substantially in the form of the LMA Master Confidentiality Undertaking for Use With
                                         Administration/Settlement Service Providers or such other form of confidentiality undertaking
                                         agreed between the Facility Agent and the relevant Lender or Reference Bank, as the case
                                         may be.



 


		(c)	The
                                         Facility Agent may disclose any Funding Rate or any Reference Bank Quotation, and each
                                         Obligor may disclose any Funding Rate, to:



 


		(i)	any
                                         of its Affiliates and any of its or their officers, directors, employees, professional
                                         advisers, auditors, partners and Representatives, if any person to whom that Funding
                                         Rate or Reference Bank Quotation is to be given pursuant to this sub-paragraph (i) is
                                         informed in writing of its confidential nature and that it may be price sensitive information
                                         except that there shall be no such requirement to so inform if the recipient is subject
                                         to professional obligations to maintain the confidentiality of that Funding Rate or Reference
                                         Bank Quotation or is otherwise bound by requirements of confidentiality in relation to
                                         it;



 




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		(ii)	any
                                         person to whom information is required or requested to be disclosed by any court of competent
                                         jurisdiction or any governmental, banking, taxation or other regulatory authority or
                                         similar body, the rules of any relevant stock exchange or pursuant to any applicable
                                         law or regulation if the person to whom that Funding Rate or Reference Bank Quotation
                                         is to be given is informed in writing of its confidential nature and that it may be price
                                         sensitive information except that there shall be no requirement to so inform if, in the
                                         opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not
                                         practicable to do so in the circumstances;



 


		(iii)	any
                                         person to whom information is required to be disclosed in connection with, and for the
                                         purposes of, any litigation, arbitration, administrative or other investigations, proceedings
                                         or disputes if the person to whom that Funding Rate or Reference Bank Quotation is to
                                         be given is informed in writing of its confidential nature and that it may be price sensitive
                                         information except that there shall be no requirement to so inform if, in the opinion
                                         of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable
                                         to do so in the circumstances; and



 


		(iv)	any
                                         person with the consent of the relevant Lender or Reference Bank, as the case may be.



 


		(d)	The
                                         Facility Agent’s obligations in this Clause 45 (Confidentiality of Funding Rates
                                         and Reference Bank Quotations) relating to Reference Bank Quotations are without
                                         prejudice to its obligations to make notifications under Clause 8.4 (Notification
                                         of rates of interest) provided that (other than pursuant to sub-paragraph
                                         (i) of paragraph (b) above) the Facility Agent shall not include the details of any individual
                                         Reference Bank Quotation as part of any such notification.



 


		45.2	Related
                                         obligations



 


		(a)	The
                                         Facility Agent and each Obligor acknowledge that each Funding Rate (and, in the case
                                         of the Facility Agent, each Reference Bank Quotation) is or may be price sensitive information
                                         and that its use may be regulated or prohibited by applicable legislation including securities
                                         law relating to insider dealing and market abuse and the Facility Agent and each Obligor
                                         undertake not to use any Funding Rate or, in the case of the Facility Agent, any Reference
                                         Bank Quotation for any unlawful purpose.



 


		(b)	The
                                         Facility Agent and each Obligor agree (to the extent permitted by law and regulation)
                                         to inform the relevant Lender or Reference Bank, as the case may be:



 


		(i)	of
                                         the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph
                                         (c) of Clause 45.1 (Confidentiality and disclosure) except where such disclosure
                                         is made to any of the persons referred to in that paragraph during the ordinary course
                                         of its supervisory or regulatory function; and



 


		(ii)	upon
                                         becoming aware that any information has been disclosed in breach of this Clause 45 (Confidentiality
                                         of Funding Rates and Reference Bank Quotations).



 




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		45.3	No
                                         Event of Default



 


No
Event of Default will occur under Clause 27.4 (Other obligations) by reason only of an Obligor’s failure to comply
with this Clause 45 (Confidentiality of Funding Rates and Reference Bank Quotations).


 


		46	Counterparts



 


Each
Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts
were on a single copy of the Finance Document.


 



 




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Section
12



Governing Law and Enforcement


 


		47	Governing
                                         Law



 


This
Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.


 


		48	Enforcement



 


		48.1	Jurisdiction



 


		(a)	Unless
                                         specifically provided in another Finance Document in relation to that Finance Document,
                                         the courts of England have exclusive jurisdiction to settle any dispute arising out of
                                         or in connection with any Finance Document (including a dispute regarding the existence,
                                         validity or termination of any Finance Document or any non-contractual obligation arising
                                         out of or in connection with any Finance Document) (a “Dispute”).



 


		(b)	The
                                         Obligors accept that the courts of England are the most appropriate and convenient courts
                                         to settle Disputes and accordingly no Obligor will argue to the contrary.



 


		(c)	This
                                         Clause 48.1 (Jurisdiction) is for the benefit of the Secured Parties only. As
                                         a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute
                                         in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties
                                         may take concurrent proceedings in any number of jurisdictions.



 


		48.2	Service
                                         of process



 


		(a)	Without
                                         prejudice to any other mode of service allowed under any relevant law, each Obligor:



 


		(i)	irrevocably
                                         appoints Atlas Maritime Services Limited at its registered office for the time being,
                                         presently at Enterprise House, 113-115 George Lane, E18 1AB London, England, as its agent
                                         for service of process in relation to any proceedings before the English courts in connection
                                         with any Finance Document; and



 


		(ii)	agrees
                                         that failure by a process agent to notify the relevant Obligor of the process will not
                                         invalidate the proceedings concerned.



 


		(b)	If
                                         any person appointed as an agent for service of process is unable for any reason to act
                                         as agent for service of process, the Borrowers (on behalf of all the Obligors) must immediately
                                         (and in any event within 5 days of such event taking place) appoint another agent on
                                         terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint
                                         another agent for this purpose.



 


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


 




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Schedule
1



The Parties


 


Part
A



The Obligors


 


	Name
    of Borrowers	 	Place
    of Incorporation	 	Registration
    number (or equivalent, if any)	 	Address
    for Communication
	 	 	 	 	 	 	 
	FOURTHONE
    CORP.	 	Marshall
    Islands or, on the Re-domiciliation Date, Malta	 	24041
    	 	c/o
        Corporate Guarantor

        K.
        Karamanli 59

        Maroussi
        151 25

        Greece

	 	 	 	 	 	 	 
	SECONDONE
    CORP.	 	Marshall
    Islands or, on the Re-domiciliation Date, Malta	 	23942
    	 	c/o
        Corporate Guarantor

        K.
        Karamanli 59

        Maroussi
        151 25

        Greece

	 	 	 	 	 	 	 
	THIRDONE
    CORP.	 	Marshall
    Islands or, on the Re-domiciliation Date, Malta	 	23943
    	 	c/o
        Corporate Guarantor

        K.
        Karamanli 59

        Maroussi
        151 25

        Greece



 


	Name
    of Corporate Guarantor	 	Place
    of Incorporation	 	Registration
    number

    (or equivalent, if any)	 	Address
    for Communication
	 	 	 	 	 	 	 
	PYXIS
    TANKERS INC.	 	Marshall
    Islands	 	75383	 	c/o
        Corporate Guarantor

        K.
        Karamanli 59

        Maroussi
        151 25

        Greece



 




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Part
B



The Original Lenders


 


	Name
    of Original Lender Commitment	 	Address
    for Communication	 	Commitment
	 	 	 	 	 
	Amsterdam
    Trade Bank N.V.	 	World
        Trade Center

        Tower
        I, Level 6

        Strawinskylaan
        1939, 1077

        XX
        Amsterdam

        The
        Netherlands

        Email:

        shipping.finance@atbank.nl

         

        Attn:
        Vassilis Kolovos

        Shipping
        Finance

        Email:
        Kolovos,

        Vassilis
        V.Kolovos@atbank.nl

         

        Attn:
        Rik van der Kolk

        Shipping
        Finance

        Email:

        R.vanderKolk@atbank.nl

        
	 	$20,500,000


 




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Part
C



The Servicing Parties


 


	Name
    of Facility Agent	 	Address
    for Communication
	 	 	 
	Amsterdam
    Trade Bank N.V.	 	World
        Trade Center

        Tower
        I, Level 6 Strawinskylaan 1939, 1077 XX Amsterdam

        The
        Netherlands

        Email:
        shipping.finance@atbank.nl

         

        Attn:
        Vassilis Kolovos

        Shipping
        Finance

        Email:
        Kolovos,

        Vassilis
        V.Kolovos@atbank.nl

         

        Attn:
        Rik van der Kolk

        Shipping
        Finance

        Email:
        R.vanderKolk@atbank.nl

         



 


	Name
    of Security Agent	 	Address
    for Communication
	 	 	 
	Amsterdam
    Trade Bank N.V.	 	World
        Trade Center

        Tower
        I, Level 6 Strawinskylaan 1939, 1077 XX Amsterdam

        The
        Netherlands

        Email:
        shipping.finance@atbank.nl

         

        Attn:
        Vassilis Kolovos

        Shipping
        Finance

        Email:
        Kolovos,

        Vassilis
        V.Kolovos@atbank.nl

         

        Attn:
        Rik van der Kolk

        Shipping
        Finance

        Email:
R.vanderKolk@atbank.nl 






 



    	147



    	 



    

 


Schedule
2



Conditions Precedent and Conditions Subsequent


Part
A



Conditions Precedent to Utilisation Request


 


		1	Obligors



 


		1.1	A
                                         copy of the constitutional documents of each Obligor and, in the case of each Approved
                                         Manager, a certificate of incumbency.



 


		1.2	A
                                         copy of a resolution of the board of directors of each Obligor and of the shareholders
                                         of the Borrowers:



 


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



 


		(b)	authorising
                                         a specified person or persons to execute the Finance 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 despatch all documents and
                                         notices (including, if relevant, the Utilisation Request and each Selection Notice) to
                                         be signed and/or despatched by it under, or in connection with, the Finance Documents
                                         to which it is a party.



 


		1.3	An
                                         original of the power of attorney of any Obligor authorising a specified person or persons
                                         to execute the Finance Documents to which it is a party.



 


		1.4	A
                                         specimen of the signature of each person authorised by the resolution referred to in
                                         paragraph 1.2 above.



 


		1.5	A
                                         certificate of each Obligor (signed by an officer) confirming that borrowing or guaranteeing,
                                         as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or
                                         similar limit binding on that Obligor to be exceeded.



 


		1.6	A
                                         certificate of each Obligor that is incorporated outside the UK (signed by an officer)
                                         certifying either that (i) it has not delivered particulars of any UK Establishment to
                                         the Registrar of Companies as required under the Overseas Regulations or (ii) it has
                                         a UK Establishment and specifying the name and registered number under which it is registered
                                         with the Registrar of Companies.



 


		1.7	A
                                         certificate of an authorised signatory of the relevant Obligor certifying that each copy
                                         document relating to it specified in this Part A of Schedule 2 (Conditions Precedent)
                                         is correct, complete and in full force and effect as at a date no earlier than the date
                                         of this Agreement.



 


		2	Finance
                                         Documents and other Documents



 


		2.1	A
                                         duly executed original of any Finance Document not otherwise referred to in this Schedule
                                         2 (Conditions Precedent).



 




    	148



    	 



    

 


		2.2	A
                                         duly executed original of any other document required to be delivered by each Finance
                                         Document if not otherwise referred to this Schedule 2 (Conditions Precedent).



 


		3	Security



 


		3.1	A
                                         duly executed original of the Account Security in relation to each Account and of the
                                         Marshall Islands Shares Security in respect of each Borrower (and of each document to
                                         be delivered under each of them).



 


		4	Legal
                                         opinions



 


		4.1	A
                                         legal opinion of Watson, Farley & Williams LLP legal advisers to the Arranger, the
                                         Facility Agent and the Security Agent in England, substantially in the form distributed
                                         to the Original Lenders before signing this Agreement.



 


		4.2	A
                                         legal opinion from Nauta Dutilh, legal advisers to the Facility Agent and the Security
                                         Agent in The Netherlands, substantially in the form distributed to the Original Lenders
                                         before signing this Agreement.



 


		4.3	If
                                         an Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion
                                         of the legal advisers to the Arranger, the Facility Agent and the Security Agent in the
                                         relevant jurisdiction, substantially in the form distributed to the Original Lenders
                                         before signing this Agreement.



 


		5	Other
                                         documents and evidence



 


		5.1	Evidence
                                         that any process agent referred to in Clause 48.2 (Service of process) has accepted
                                         its appointment.



 


		5.2	A
                                         copy of any other Authorisation or other document, opinion or assurance which the Facility
                                         Agent considers to be necessary or desirable (if it has notified the Borrowers accordingly)
                                         in connection with the entry into and performance of the transactions contemplated by
                                         any Transaction Document or for the validity and enforceability of any Transaction Document.



 


		5.3	The
                                         original of any mandates or other documents required in connection with the opening or
                                         operation of the Accounts.



 


		5.4	Evidence
                                         that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11 (Fees)
                                         and Clause 16 (Costs and Expenses) have been paid or will be paid by the Utilisation
                                         Date.



 


		5.5	Such
                                         evidence as the Facility Agent may require for the Finance Parties to be able to satisfy
                                         each of their “know your customer” including, but not limited to, the Obligors
                                         and the ultimate beneficial owners of the Obligors or similar identification procedures
                                         in relation to the transactions contemplated by the Finance Documents.



 




    	149



    	 



    

 


Part
B



Conditions Precedent to the Utilisation of Tranches


 


		1	Borrowers



 


A
certificate of an authorised signatory of each Borrower certifying that each copy document which it is required to provide under
this Part B of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Utilisation
Date.


 


		2	Existing
                                         Indebtedness



 


		2.1	Evidence
                                         satisfactory to the Facility Agent that the Borrowers’ equity amount (not being
                                         financed by any Tranche) has been paid in or towards the payment of the Existing Indebtedness
                                         and that, on Utilisation, the Existing Indebtedness will have been paid in full.



 


		2.2	A
                                         duly executed original of each Deed of Release and any other document required to be
                                         provided thereunder.



 


		3	Ship
                                         and other security



 


		3.1	A
                                         duly executed original of the Mortgage, the General Assignment and, if applicable, the
                                         Charter Assignment in respect of each Ship and of each document to be delivered under
                                         or pursuant to each of them together with documentary evidence that the Mortgage in respect
                                         of each Ship has been duly recorded as a valid first preferred ship mortgage in accordance
                                         with the laws of the jurisdiction of its Approved Flag.



 


		3.2	Documentary
                                         evidence that each Ship:



 


		(a)	is
                                         definitively and permanently registered in the name of each Borrower under the Approved
                                         Flag applicable to each Ship;



 


		(b)	is
                                         in the absolute and unencumbered ownership of each Borrower save as contemplated by the
                                         Finance Documents relating to each Borrower and/or each Ship;



 


		(c)	maintains
                                         the Approved Classification with the Approved Classification Society free of all overdue
                                         recommendations and conditions of the Approved Classification Society; and



 


		(d)	is
                                         insured in accordance with the provisions of this Agreement and all requirements in this
                                         Agreement in respect of insurances have been complied with.



 


		3.3	Documents
                                         establishing that each Ship will, as from the Utilisation Date, be managed commercially
                                         and with regard to the crew by its Approved Commercial Manager and managed technically
                                         by its Approved Technical Manager on terms acceptable to the Facility Agent acting with
                                         the authorisation of all of the Lenders, together with:



 


		(a)	a
                                         Manager’s Undertaking for each of the Approved Technical Manager and the Approved
                                         Commercial Manager of each Ship; and



 


		(b)	copies
                                         of the Approved Technical Manager’s Document of Compliance and of the Safety Management
                                         Certificate in relation to each Ship (together with any other details of the applicable
                                         Safety Management System which the Facility Agent requires) and of any other documents
                                         required under the ISM Code and the ISPS Code in relation to each Ship including without
                                         limitation an ISSC.



 




    	150



    	 



    

 


		3.4	An
                                         opinion from an Approved Insurance Broker on such matters relating to the Insurances
                                         as the Facility Agent may require.



 


		3.5	Two
                                         (or, if required, three) valuations of each Mortgaged Ship, addressed to the Facility
                                         Agent on behalf of the Finance Parties, stated to be for the purposes of this Agreement
                                         and dated not earlier than 14 days before the Utilisation Date from two Approved Brokers
                                         (one of them, and if three valuations are required, two of them, to be appointed by the
                                         Facility Agent and the other by the Borrowers) which show a Market Value for each Mortgaged
                                         Ship which when aggregated would result in the satisfaction of Clause 25 (Security
                                         Cover) after the Advance under each Tranche has been utilised.



 


		4	Legal
                                         opinions



 


Legal
opinions of the legal advisers to the Arranger, the Facility Agent and the Security Agent in the jurisdiction of the Approved
Flag of each Ship, England and Wales, the Marshall Islands and such other relevant jurisdictions as the Facility Agent may require.


 


		5	Other
                                         documents and evidence



 


Evidence
that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11 (Fees) and Clause 16 (Costs and
Expenses) have been paid or will be paid by the Utilisation Date.


 




    	151



    	 



    

 


Part
C



Conditions Subsequent


 


		1	Documents
                                         for Re-domiciliation



 


		(a)	Evidence
                                         that any required documents as requested by the Registry of Companies in Malta in respect
                                         of the Re-domiciliation of each Borrower has been provided to the Registry of Companies
                                         in Malta.



 


		(b)	The
                                         new constitutional documents and certificate of goodstanding evidencing the Re-domiciliation
                                         of each Borrower (including, without limitation, its provisional certificate of continuation
                                         in Malta).



 


		2	Maltese
                                         Shares Security



 


A
duly executed original of the Maltese Shares Security in respect of each Borrower (and of each document to be delivered under
each of it, including, without limitation, original new shares certificates of each re-domiciled Borrower).


 


		3	Other
                                         documents and evidence



 


		(a)	A
                                         duly executed original of a written acknowledgement executed by each Borrower (and counter-signed
                                         by the Corporate Guarantor) immediately after the Re-domiciliation confirming that all
                                         its respective obligations and Security granted by it remain in full force and effect,
                                         in agreed form.



 


		(b)	Evidence
                                         of service that a notice of pledge in respect of each Maltese Shares Security has been
                                         delivered (either by the Facility Agent or the relevant Borrower) to the Registry of
                                         Malta for registration under articles 7A (1c) and 7A (3) of the Continuation of Companies
                                         Regulations and to any other party under the relevant Maltese Shares Security, each within
                                         14 days from the date of issuance of the provisional certificate of registration in Malta
                                         in respect of each Borrower.



 


		(c)	A
                                         power of attorney issued by the Security Agent authorising Maltese counsel to serve the
                                         notice set out in paragraph (b) above to the other parties in each Maltese Shares Security
                                         and to submit such notice to the Maltese Registry.



 


		4	Legal
                                         opinions



 


Legal
opinions of the legal advisers to the Arranger, the Facility Agent and the Security Agent in the jurisdiction of Malta and the
Marshall Islands in respect of the Maltese Shares Securities after the Re-domiciliation.


 


		5	Evidence
                                         of permanent registration



 


		(a)	Evidence
                                         that each Borrower has ceased to be a corporation incorporated in the Republic of The
                                         Marshall Islands.



 


		(b)	A
                                         permanent certificate of continuation in respect of each Borrower confirming that it
                                         has been permanently registered as continuing in the Republic of Malta.



 




    	152



    	 



    

 


Schedule
3



Requests


 


Part
A



Utilisation Request


 


From:    FOURTHONE
CORP.


               SECONDONE CORP. and


THIRDONE
CORP.


 


To:         Amsterdam
Trade Bank N.V.


 


Dated:
[●] 2018


 


Dear
Sirs


 


Fourthone
Corp., Secondone Corp. and Thirdone Corp. - $20,500,000 Facility Agreement dated [●]
2018 (the “Agreement”)


 


		1	We
                                         refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement
                                         have the same meaning in this Utilisation Request unless given a different meaning in
                                         this Utilisation Request.



 


		2	We
                                         wish to borrow the Advance under Tranche [A] [B] [C] on the following terms:



 


Utilisation
Date:[●] (or, if that is not a Business Day, the next Business Day)


 


Amount:             [●]
or, if less, the Available Tranche


 


Interest
Period for the first Advance:[●]


 


		3	We
                                         confirm that each condition specified in Clause 4.1 (Initial conditions precedent)
                                         and Clause 4.2 (Further conditions precedent) of the Agreement as they relate
                                         to the Advance to which this Utilisation Request refers is satisfied on the date of this
                                         Utilisation Request.



 


		4	The
                                         proceeds of this Advance should be credited to [account].



 


		5	This
                                         Utilisation Request is irrevocable.



 


Yours
faithfully


 


	 	 






FOURTHONE
CORP.


authorised
signatory for


[●]


 




    	153



    	 



    

 


	 	 


SECONDONE
CORP.

authorised signatory for


[●]


 


	 	 





THIRDONE
CORP.

authorised signatory for


[●]


 




    	154



    	 



    

 


Part
B



Selection Notice


 


From:    FOURTHONE
CORP.


               SECONDONE
CORP. and 


               THIRDONE CORP.


 


To:         Amsterdam
Trade Bank N.V.


 


Dated:
[●]


 


Dear
Sirs


 


Fourthone
Corp., Secondone Corp. and Thirdone Corp. - $20,500,000 Facility Agreement dated [●] 2018 (the “Agreement”)


 


		1	We
                                         refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have
                                         the same meaning in this Selection Notice unless given a different meaning in this Selection
                                         Notice.



 


		2	We
                                         request that the next Interest Period for the Loan be [●]



 


		3	This
                                         Selection Notice is irrevocable.



 


Yours
faithfully


 





	 	 


FOURTHONE
CORP.


authorised
signatory for


[●]


 


	 	 


SECONDONE
CORP.


authorised
signatory for


[●]


 





	 	 


THIRDONE
CORP.


authorised
signatory for


[●]


 




    	155



    	 



    

 


Schedule
4



Form of Transfer Certificate


 


To:        Amsterdam
Trade Bank N.V. as Facility Agent


 


From:    [The
Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)


 


Dated:
[●]


 


Dear
Sirs


 


Fourthone
Corp., Secondone Corp. and Thirdone Corp. - $20,500,000 Facility Agreement dated [●]
2018 (the “Agreement”)


 


		1	We
                                         refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement
                                         have the same meaning in this Transfer Certificate unless given a different meaning in
                                         this Transfer Certificate.



 


		2	We
                                         refer to Clause 28.5 (Procedure for transfer) of the Agreement:



 


		(a)	The
                                         Existing Lender and the New Lender agree to the Existing Lender transferring to the New
                                         Lender by novation all of the Existing Lender’s rights and obligations under the
                                         Agreement and the other Finance Documents which relate to that portion of the Existing
                                         Lender’s Commitment and participation in the Loan under the Agreement as specified
                                         in the Schedule in accordance with Clause 28.5 (Procedure for transfer) of the
                                         Agreement.



 


		(b)	The
                                         proposed Transfer Date is [●].



 


		(c)	The
                                         Facility Office and address and attention details for notices of the New Lender for the
                                         purposes of Clause 37.2 (Addresses) of the Agreement are set out in the Schedule.



 


		3	The
                                         New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
                                         set out in paragraph (c) of Clause 28.4 (Limitation of responsibility of Existing
                                         Lenders) of the Agreement.






 


		4	This
                                         Transfer Certificate may be executed in any number of counterparts and this has the same
                                         effect as if the signatures on the counterparts were on a single copy of this Transfer
                                         Certificate.



 


		5	This
                                         Transfer Certificate and any non-contractual obligations arising out of or in connection
                                         with it are governed by English law.



 


		6	This
                                         Transfer Certificate has been entered into on the date stated at the beginning of this
                                         Transfer Certificate.



 


Note:
The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the
Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents
or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in
any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.


 




    	156



    	 



    

 


THE
SCHEDULE


 


Commitment/rights
and obligations to be transferred


 


[insert
relevant details]


 


[Facility
Office address and attention details


 


for
notices and account details for payments.]


  


	[Existing Lender]	[New Lender]
	 	 
	By: [●]	By: [●]



 


This
Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [●].


 


[Facility
Agent]


 


By:
[●]


 




    	157



    	 



    

 


Schedule
5



Form of Assignment Agreement


 


To:        Amsterdam
Trade Bank N.V. as Facility Agent and [●] and [●]
as Borrowers, for and on behalf of each [Transaction] Obligor


 


From:     [the
Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)


 


Dated:
[●]


 


Dear
Sirs


 


Fourthone
Corp., Secondone Corp. and Thirdone Corp. - $20,500,000 Facility Agreement dated [●]
2018 (the “Agreement”)


 


		1	We
                                         refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement
                                         have the same meaning in this Assignment Agreement unless given a different meaning in
                                         this Assignment Agreement.



 


		2	We
                                         refer to Clause 28.6 (Procedure for assignment):



 


		(a)	The
                                         Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender
                                         under the Agreement, the other Finance Documents and in respect of the Transaction Security
                                         which correspond to that portion of the Existing Lender’s Commitment and participations
                                         in the Loan under the Agreement as specified in the Schedule.



 


		(b)	The
                                         Existing Lender is released from all the obligations of the Existing Lender which correspond
                                         to that portion of the Existing Lender’s Commitments and participations in the
                                         Loan under the Agreement specified in the Schedule.



 


		(c)	The
                                         New Lender becomes a Party as a Lender and is bound by obligations equivalent to those
                                         from which the Existing Lender is released under paragraph (b) above.



 


		(d)	All
                                         rights and interests (present, future or contingent) which the Existing Lender has under
                                         or by virtue of the Finance Documents are assigned to the New Lender absolutely, free
                                         of any defects in the Existing Lender’s title and of any rights or equities which
                                         the Borrower or any other Transaction Obligor had against the Existing Lender.



 


		3	The
                                         proposed Transfer Date is [●].



 


		4	On
                                         the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.



 


		5	The
                                         Facility Office and address and attention details for notices of the New Lender for the
                                         purposes of Clause 37.2 (Addresses) are set out in the Schedule.



 


		6	The
                                         New Lender expressly acknowledges the limitations on the Existing Lender’s obligations
                                         set out in paragraph (c) of Clause 28.4 (Limitation of responsibility of Existing
                                         Lenders).



 


		7	This
                                         Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance
                                         Party) and, upon delivery in accordance with Clause 28.7 (Copy of Transfer Certificate
                                         or Assignment Agreement to Borrowers), to the Borrowers (on behalf of each Transaction
                                         Obligor) of the assignment referred to in this Assignment Agreement.



 




    	158



    	 



    

 


		8	This
                                         Assignment Agreement may be executed in any number of counterparts and this has the same
                                         effect as if the signatures on the counterparts were on a single copy of this Assignment
                                         Agreement.



 


		9	This
                                         Assignment Agreement and any non-contractual obligations arising out of or in connection
                                         with it are governed by English law.



 


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



 


Note:
The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the
Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents
or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in
any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.


 




    	159



    	 



    

 


THE
SCHEDULE


 


Commitment
rights and obligations to be transferred by assignment, release and accession


 


[insert
relevant details]


 


[Facility
office address and attention details for notices

and account details for payments]


 


	[Existing Lender]	[New Lender]
	 	 
	By: [●]	By: [●]






 


This
Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [●].


 


Signature
of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the
assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.


 


[Facility
Agent]


 


By:


 




    	160



    	 



    

 


Schedule
6



Form of Compliance Certificate


 


To:        Amsterdam
Trade Bank N.V. as Facility Agent


 


From:     FOURTHONE
CORP.


               SECONDONE
CORP. and


               THIRDONE CORP.


 


Dated:
[●]


 


Dear
Sirs


 


Fourthone
Corp., Secondone Corp. and Thirdone Corp. - $20,500,000 Facility Agreement dated [●] 2018 (the “Agreement”)


 


		1	We
                                         refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement
                                         have the same meaning when used in this Compliance Certificate unless given a different
                                         meaning in this Compliance Certificate.



 


		2	We
                                         confirm that:



 


		(a)	the
                                         balance on the Operating Accounts at all times during the six month period ending on
                                         [●] was more than [●]; and



 


		(b)	the
                                         aggregate Market Value of the Ships plus the net realisable value of additional Security
                                         provided under Clause 25.2 (Provision of additional security; prepayment) is [●]
                                         per cent. of the Loan.



 


		3	We
                                         confirm that no Default is continuing.



 


Signed:________________________


[Officer]


of


FOURTHONE
CORP.


 


Signed:________________________


[Officer]


of


SECONDONE
CORP.


 


Signed:________________________


[Officer]


of


THIRDONE
CORP.


 





    	161



    	 



    

 


Schedule
7



Timetable


 


	Delivery
    of a duly completed Utilisation Request (Clause 5.1 (Delivery of Utilisation Request)) or a Selection Notice (Clause
    9.1 (Selection of Interest Periods))	 	Three
    Business Days before the intended Utilisation Date (Clause 5.1 (Delivery of Utilisation Request)) or the expiry of
    the preceding Interest Period (Clause 9.1 (Selection of Interest Periods))
	 	 	 
	Facility
    Agent notifies the Lenders of the Advance in accordance with Clause 5.4 (Lenders’ participation)	 	Three
    Business Days before the intended Utilisation Date.
	 	 	 
	LIBOR
    is fixed	 	Quotation
    Day as of 11:00 am London time
	 	 	 
	Reference
    Bank Rate calculated by reference to available quotations in accordance with Clause 10.2 (Calculation of Reference Bank
    Rate)	 	Noon
    on the Quotation Day


 




    	162



    	 



    

 


Schedule
8



Vessel Report


 


From:     FOURTHONE
CORP.


SECONDONE
CORP. and


THIRDONE
CORP.


 


To:Amsterdam
Trade Bank N.V.


 


[at
the address set out in Schedule 1]


 


[Day,
Month, Year]


 


Semi-Annual
Vessel Performance Report


[Vessel
Name, IMO Number]


[6-Month
Period Covered]


 


	Item	 	Unit	 	Actual	 	Comment
	1.Average
    daily gross TCE hire earned	 	USD	 	 	 	 
	2.Total
    brokerage commission charged	 	USD	 	 	 	 
	3.Average
    daily net TCE hire earned	 	USD	 	 	 	 
	4.Total
    on-hire days	 	No.	 	 	 	 
	5.Total
    off-hire days	 	No.	 	 	 	 
	6.Average
    daily operating expenses	 	USD	 	 	 	 
	7.Average
    daily management expenses	 	USD	 	 	 	 
	8.Average
    daily SG&A expenses	 	USD	 	 	 	 
	9.Total
    maintenance expenses*	 	USD	 	 	 	 
	10.  Other
    expenses	 	USD	 	 	 	 


 


*
Only expenditures incurred by the owner of the vessel for non-routine maintenance and repairs that are not reported under operating
expenses or other profit & loss account, rather are eligible for capitalisation in accordance with GAAP, including but not
limited to, fixed assets, major improvement and upgrades and shall also include, without limitation, any and all survey and dry-docking
expenditures typically capitalised under GAAP.


 





 



For
and on behalf of


FOURTHONE
CORP.


SECONDONE
CORP.


THIRDONE
CORP.


 




    	163



    	 



    

 


Execution
Pages


 


	BORROWERS	 	 
	SIGNED
    by	 	)
	Henry
    P. Williams	 	)
    /s/ Henry P. Williams
	duly
    authorised 	 	)
	for
    and on behalf of	 	)
	FOURTHONE
    CORP.	 	)
	in
    the presence of:	 	)
	Witness’
    signature:	 	)/s/
    Konstantinos Lytras
	Witness’
    name:	 	)
    Konstantinos Lytras
	Witness’
    address:	 	)
	 	 	 
	SIGNED
    by	 	)
	Henry
    P. Williams	 	)
    /s/ Henry P. Williams
	duly
    authorised 	 	)
	for
    and on behalf of	 	)
	SECONDONE
    CORP.	 	)
	in
    the presence of:	 	)
	Witness’
    signature:	 	)
    /s/ Konstantinos Lytras
	Witness’
    name:	 	)
    Konstantinos Lytras
	Witness’
    address:	 	)


 


	SIGNED
    by	 	)
	Henry
    P. Williams	 	)
    /s/ Henry P. Williams
	duly
    authorised 	 	)
	for
    and on behalf of	 	)
	THIRDONE
    CORP.	 	)
	in
    the presence of:	 	)
	Witness’
    signature:	 	)
    /s/ Konstantinos Lytras
	Witness’
    name:	 	)
    Konstantinos Lytras
	Witness’
    address:	 	)
	 	 	 




    	164



    	 



    

 


	CORPORATE
    GUARANTOR	 	 
	 	 	 
	SIGNED
    by	 	 
	Valentios
    Valentis	 	)
    /s/ Valentios Valentis
	duly
    authorised	 	)
	for
    and on behalf of	 	)
	PYXIS
    TANKERS INC.	 	)
	in
    the presence of:	 	)
	Witness’
    signature:	 	)
    /s/ Konstantinos Lytras
	Witness’
    name:	 	)
    Konstantinos Lytras
	Witness’
    address:	 	)
	 	 	 
	ORIGINAL
    LENDERS	 	 
	 	 	 
	SIGNED
    by	 	)
	Andreas
    Giakoumelos	 	)
    /s/ Andreas Giakoumelos
	duly
    authorised 	 	)
	for
    and on behalf of	 	)
	AMSTERDAM
    TRADE BANK N.V.	 	)
	in
    the presence of:	 	)
	Witness’
    signature:	 	)
    /s/ Emmanouil Pontikis
	Witness’
    name:	 	)
    Emmanouil Pontikis
	Witness’
    address:	 	)
    Attorney-At-Law
	 	 	  Watson
    Farley & Williams
	 	 	  348
    Syngrou Avenue
	 	 	  176
    74 Kallithea, Athens - Greece
	 	 	 
	ARRANGER	 	 
	 	 	 
	SIGNED
    by	 	)
	Andreas
    Giakoumelos	 	)
    /s/ Andreas Giakoumelos
	duly
    authorised 	 	)
	for
    and on behalf of	 	)
	AMSTERDAM
    TRADE BANK N.V.	 	)
	in
    the presence of:	 	)
	Witness’
    signature:	 	)
    /s/ Emmanouil Pontikis
	Witness’
    name:	 	)
    Emmanouil Pontikis
	Witness’
    address:	 	)
    Attorney-At-Law
	 	 	  Watson
    Farley & Williams
	 	 	  348
    Syngrou Avenue
	 	 	  176
    74 Kallithea, Athens - Greece



 



    	165



    	 



    

 


	FACILITY
    AGENT	 	 
	SIGNED
    by	 	)
	Andreas
    Giakoumelos	 	)
    /s/ Andreas Giakoumelos
	duly
    authorised	 	)
	for
    and on behalf of	 	)
	AMSTERDAM
    TRADE BANK N.V.	 	)
	in
    the presence of:	 	)
	Witness’
    signature:	 	)
    /s/ Emmanouil Pontikis
	Witness’
    name:	 	)
    Emmanouil Pontikis
	Witness’
    address:	 	)
    Attorney-At-Law
	 	 	  Watson
    Farley & Williams
	 	 	  348
    Syngrou Avenue
	 	 	  176
    74 Kallithea, Athens - Greece
	 	 	 
	SECURITY
    AGENT	 	 
	SIGNED
    by	 	)
	Andreas
    Giakoumelos	 	)
    /s/ Andreas Giakoumelos
	duly
    authorised 	 	)
	for
    and on behalf of	 	)
	AMSTERDAM
    TRADE BANK N.V.	 	)
	in
    the presence of:	 	)
	Witness’
    signature:	 	)
    /s/ Emmanouil Pontikis
	Witness’
    name:	 	)
    Emmanouil Pontikis
	Witness’
    address:	 	)
    Attorney-At-Law
	 	 	  Watson
    Farley & Williams
	 	 	  348
    Syngrou Avenue
	 	 	  176
    74 Kallithea, Athens - Greece


 








    	166