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Execution version      Dated  ___________ 2021        EURONAV NV  as Borrower  and  THE BANKS AND FINANCIAL INSTITUTIONS  listed in Schedule 1  as Lenders  and  THE BANKS AND FINANCIAL INSTITUTIONS  listed in Schedule 2  as Swap Banks  and  DNB (UK) LIMITED   as Mandated Lead Arranger    DNB BANK ASA, LONDON BRANCH  as Sustainability Agent  and  DNB BANK ASA, LONDON BRANCH  as Agent and Security Trustee                      LOAN AGREEMENT  relating to   a term loan facility of up to $73,450,000     2 December 





 






  EUROPE/69638643v8  Index  Clause Page    1 Interpretation .............................................................................................................................. 1  2 Facility .......................................................................................................................................31  3 Position of the Lenders and Swap Banks ..................................................................................31  4 Drawdown .................................................................................................................................33  5 Rate Switch ................................................................................................................................34  6 Interest ......................................................................................................................................35  7 Interest Periods .........................................................................................................................43  8 Default Interest .........................................................................................................................44  9 Repayment, Prepayment and Cancellation ...............................................................................44  10 Conditions Precedent ................................................................................................................48  11 Representations and Warranties ..............................................................................................49  12 General Undertakings ...............................................................................................................53  13 Corporate Undertakings ............................................................................................................59  14 Insurance ...................................................................................................................................62  15 Ship Covenants ..........................................................................................................................67  16 Security Cover ...........................................................................................................................71  17 Payments and Calculations .......................................................................................................74  18 Application of Receipts ..............................................................................................................76  19 Application of Earnings..............................................................................................................77  20 Events of Default .......................................................................................................................78  21 Fees and Expenses .....................................................................................................................82  22 Indemnities ................................................................................................................................84  23 No Set-Off or Tax Deduction .....................................................................................................86  24 Illegality, etc. .............................................................................................................................90  25 The Agent, the Mandated Lead Arranger and the Reference Banks ........................................91  26 The Security Trustee ................................................................................................................101  27 Conduct of Business by the Creditor Parties ...........................................................................116  28 Sharing among the Creditor Parties ........................................................................................117  29 Increased Costs .......................................................................................................................118  30 Set- Off ....................................................................................................................................121  31 Transfers and Changes in Lending Offices...............................................................................121  32 Confidential Information .........................................................................................................127  33 Confidentiality of Funding Rates and Reference Bank Quotations .........................................131  34 Variations and Waivers ...........................................................................................................132  35 Bail-In .......................................................................................................................................135  36 Notices .....................................................................................................................................136  37 Supplemental ..........................................................................................................................139  38 Law and Jurisdiction ................................................................................................................139    Schedules    Schedule 1 Lenders and Commitments ................................................................................................141  Schedule 2 Swap Banks ........................................................................................................................142  Schedule 3 Drawdown Notice ..............................................................................................................143  Schedule 4 Condition Precedent Documents .......................................................................................145  Part A ...................................................................................................................................... 145  Part B ...................................................................................................................................... 146  Schedule 5 Transfer Certificate ............................................................................................................148  





 






  EUROPE/69638643v8  Schedule 6 Details of Ships ...................................................................................................................152  Schedule 7 Designation Notice .............................................................................................................153  Schedule 8 Form of Certificate of Compliance .....................................................................................154  Schedule 9 Timetables..........................................................................................................................156  Schedule 10 Compounded Rate Terms ................................................................................................157  Schedule 11 Daily Non-Cumulative Compounded RFR Rate ................................................................161  Schedule 12 Cumulative Compounded RFR Rate .................................................................................163  Schedule 13 Pre-Approved Transferees ...............................................................................................164    Execution    Execution Pages ....................................................................................................................................166          





 






Execution version  1  EUROPE/69638643v8  THIS AGREEMENT is made on __________________ 2021  PARTIES  (1) EURONAV NV, as Borrower  (2) THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (Lenders and Commitments),  as Lenders  (3) THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (Swap Banks), as Swap Banks  (4)  DNB (UK) LIMITED as Mandated Lead Arranger  (5) DNB BANK ASA, LONDON BRANCH, as Sustainability Agent  (6) DNB BANK ASA, LONDON BRANCH as Agent  (7) DNB BANK ASA, LONDON BRANCH as Security Trustee  BACKGROUND  (A) The Lenders have agreed to make available to the Borrower  a term loan facility of up to  $73,450,000 for the purposes of  financing the Ships and for general corporate and working  capital purposes.  (B) The Swap Banks may have the first right of refusal to enter into interest rate swap transactions  with the Borrower from time to time to hedge the Borrower's exposure under this Agreement  to interest rate fluctuations.  (C) The Lenders and the Swap Banks have agreed to share in the security to be granted to the  Security Trustee pursuant to this Agreement on the terms described herein.  OPERATIVE PROVISIONS  IT IS AGREED as follows:  1 INTERPRETATION  1.1 Definitions  Subject to Clause 1.5 (General Interpretation), in this Agreement:  "Account Pledge" means a deed or pledge creating security in respect of the Earnings Account  to be executed by the Borrower in favour of the Security Trustee in the Agreed Form.  "Additional Business Day" means any day specified as such in the Compounded Rate Terms.  "Advance" means the principal amount of each borrowing by the Borrower under this  Agreement.  "AER Reference Vessels" means any vessels owned by any member of the Group other than  vessels that are undergoing extended storage or ship-to-ship operations.  2 December 





 






   2 EUROPE/69638643v8  "AER Trajectory Value" means the value set out in the table below in respect of a given class  of the AER Reference Vessels in any given year.   AER  Reference  Vessels    2022 2023 2024 2025 2026 2027 Suezmax   3.33 3.25 3.17 3.08 3.00 2.92 VLCC  200000-+    2.20 2.14 2.09 2.04 1.98 1.93    "Affected Lender" has the meaning given in Clause 6.10 (Market disruption).  "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.  "Agent" means  DNB Bank ASA, London Branch, acting in such capacity through its office at 8th  Floor, the Walbrook Building, 25 Walbrook, London, EC4N 8AF, or any successor of it.  "Agreed Form" means in relation to any document, that document in a form agreed in writing  by the Agent (acting on the instructions of the Lenders or, if agreed in the Finance Documents,  the Majority Lenders) and the Borrower, or if otherwise approved in accordance with any other  procedure specified in the relevant provision of any Finance Document.  "Annex VI" means Annex VI of the Protocol of 1997 (as subsequently amended from time to  time) to amend the International Convention for the Prevention of Pollution from Ships 1973  (Marpol), as modified by the Protocol of 1978 relating thereto.  "Annual Efficiency Ratio" has the meaning given to the term "AER" in the Poseidon Principles.  "Anti-Corruption Laws" means the England and Wales Bribery Act 2010, the United States  Foreign Corrupt Practices Act 1977 or other applicable anti-corruption legislation in any other  jurisdictions.  "Approved Classification Society" means any of DNV GL, Bureau Veritas, Lloyds Register of  Shipping, American Bureau of Shipping, Nippon Kaiji Kyokai or such other classification society   which the Agent has approved or selected (with the authorisation of the Majority Lenders).   "Approved Flag" means Belgian, French, Greek, Malta, Hong Kong, Liberian and Marshall  Islands flags and any other flag approved by the Agent (acting on the instructions of the  Majority Lenders).  "Approved Manager" means:  (a) in relation to the technical management of each Ship:  (i) Euronav Ship Management SAS of 15 Quai Ernest Renaud, Immeuble Les  Salorges 1, 44000 Nantes, France (with a Belgian branch office at De  Gerlachekaai 20, B 2000 Antwerp 1, Belgium); or  





 






   3 EUROPE/69638643v8  (ii) Anglo Eastern Ship Management Ltd of 23/F, 248 Queen's Road, East Wanchai,  Hong Kong or any Affiliate of it; or   (iii) Wallem Shipmanagement of 9/F Dorset House, Taikou Place, 979 King's Road,  Quarry Bay, Hong Kong or any affiliate of it; or  (iv) V. Ships of 63 Queen Victoria Street, EC4N 4UA, London, England or any  Affiliate of it; or  (v) Euronav Ship Management (Hellas) Ltd. (Greek Branch) of Athinon Avenue 31- 33, 10447 Athens, Greece; or  (vi) Northern Marine Limited, of Alba House, 2 Central Avenue, Clydebank,  Glasgow, G81 2QR, Scotland or any Affiliate of it; and  (b) in relation to the commercial management of each Ship:  (i) the Borrower; or  (ii) any wholly owned subsidiary of the Borrower,  or, in each case, any other company which the Agent may, with the authorisation of the  Majority Lenders, approve from time to time as the technical or commercial manager of that  Ship (such approval not to be unreasonably withheld).  "Approved Shipbroker" means Clarksons Platou Securities AS, Arrow Sale & Purchase (UK)  Limited, Braemar ACM, Fearnleys, Simpson Spence Young, Arctic Shipping AS, Maersk Broker  (or any Affiliate of such person through which valuations are commonly issued) or such other  independent sale and purchase shipbrokers which the Agent has approved or selected (with  the authorisation of the Majority Lenders) and the Borrower may agree.  "Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the  recovery and resolution of credit institutions and investment firms.  "Authorisation" means an authorisation, consent, approval, resolution, licence, permit, ruling,  exemption, filing, notarisation, legalisation or registration.  "Available Commitment" means, in relation to a Lender and at any time, its Commitment less  its Contribution at that time (and "Total Available Commitments" means the aggregate of the  Available Commitments of all the Lenders).  "Availability Period" means the period commencing on the date of this Agreement and  ending:  (a) in respect of Tranche A, on the earliest of:  (i) five Business Days after the Delivery Date of Ship 1;  (ii) the Cut-Off Date in respect of Ship 1;   (iii) the date on which the Shipbuilding Contract in respect of Ship 1 is cancelled  or terminated; and  





 






   4 EUROPE/69638643v8  (iv) the date on which the Tranche A Commitment is fully cancelled or terminated;  and  (b) in respect of Tranche B, on the earliest of:  (i) five Business Days after the Delivery Date of Ship 2;  (ii) the Cut-Off Date in respect of Ship 2;   (iii) the date on which the Shipbuilding Contract in respect of Ship 2 is cancelled  or terminated; and  (iv) the date on which the Tranche B Commitment is fully cancelled or terminated,   or, in each case, if earlier, the date on which the Total Commitments are fully cancelled or  terminated.  "Backstop Rate Switch Date" means 30 June 2023 or any other date agreed as such between  the Agent, the Majority Lenders and the Borrower.  "Bail-In Action" means the exercise of any Write-down and Conversion Powers.  "Bail-In Legislation" means:  (a) in relation to an EEA Member Country which has implemented, or which at any time  implements, Article 55 BRRD, the relevant implementing law or regulation as  described in the EU Bail-In Legislation Schedule from time to time; and  (b) in relation to any state other than such an EEA Member Country or (to the extent that  the United Kingdom is not such an EEA Member Country) the United Kingdom, any  analogous law or regulation from time to time which requires contractual recognition  of any Write-down and Conversion Powers contained in that law or regulation.  "Borrower" means Euronav NV, a company incorporated in Belgium whose registered office is  at De Gerlachekaai 20, B-2000 Antwerp, Belgium.  "Break Costs" means, in respect of any Term Rate Loan, the amount (if any) by which:  (a) the interest (excluding the Margin) 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 Unpaid Sum  to the last day of the current Interest Period in relation to the Loan or 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.  





 






   5 EUROPE/69638643v8  "Builder" means Daehan Shipbuilding Co., Ltd., a company incorporated and existing under  the laws of the Republic of Korea with its principal office at 498, Joseonso-gil, Hwawon-myeon,  Haenam-gun, Jeollanam-do, 59000, the Republic of Korea.  "Business Day" means a day on which banks are open in London, Oslo, Antwerp, Brussels and,  in respect of a day on which a payment is required to be made under a Finance Document,  also in New York and, on or after the Rate Switch Date, in relation to:  (a) any date for payment or purchase of an amount relating to the Loan, part of the Loan,  a Tranche or Unpaid Sum; or  (b) the determination of the first day or the last day of an Interest Period for a  Compounded Rate Loan or otherwise in relation to the determination of the length of  such an Interest Period,  an Additional Business Day.  "Central Bank Rate" has the meaning given to that term in the Compounded Rate Terms.  "Central Bank Rate Adjustment" has the meaning given to that term in the Compounded Rate  Terms.  "Central Bank Rate Spread" has the meaning given to that term in the Compounded Rate  Terms.  "Change of Control" means, in relation to the Borrower, if 2 or more persons acting in concert  or any individual person in each case other than the Permitted Holders:  (a) acquires legally and/or beneficially, and either directly or indirectly, in excess of 30 per  cent. of the issued share capital or voting rights of the Borrower; or  (b) has the right or the ability to control, either directly or indirectly, the affairs or  composition of the majority of the board of directors (or equivalent) of the Borrower.  "Code" means the United States Internal Revenue Code of 1986, as amended.  "Commitment" means a Tranche A Commitment or Tranche B Commitment.  "Compounded Rate Interest Payment" means the aggregate amount of interest that:  (a) is, or is scheduled to become, payable under any Finance Document; and  (b) relates to a Compounded Rate Loan.  "Compounded Rate Loan" means the Loan, part of the Loan, a Tranche or, if applicable, Unpaid  Sum which is, or becomes, a "Compounded Rate Loan" pursuant to Clause 5 (Rate Switch).  "Compounded Rate Supplement" means a document which:  (a) is agreed in writing by the Borrower and the Agent (in its own capacity) and the Agent  (acting on the instructions of the Majority Lenders);  (b) specifies the relevant terms which are expressed in this Agreement to be determined  by reference to Compounded Rate Terms; and  





 






   6 EUROPE/69638643v8  (c) has been made available to the Borrower and each Creditor Party.  "Compounded Rate Terms" means the terms set out in Schedule 10 (Compounded Rate  Terms).  "Compounded Reference Rate" means, in relation to any RFR Banking Day during the Interest  Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:  (a) the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and  (b) the applicable Credit Adjustment Spread.  "Compounding Methodology Supplement" means, in relation to the Daily Non-Cumulative  Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:  (a) is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent  (acting on the instructions of Majority Lenders);  (b) specifies a calculation methodology for that rate; and  (c) has been made available to the Borrower and each Creditor Party.  "Confidential Information" means all information relating to the Borrower, the Group, the  Finance Documents or the Loan of which a Creditor Party becomes aware in its capacity as, or  for the purpose of becoming, a Creditor Party or which is received by a Creditor Party in  relation to, or for the purpose of becoming a Creditor Party under, the Finance Documents or  the Loan from either:  (a) any member of the Group or any of its advisers; or  (b) another Creditor Party, if the information was obtained by that Creditor Party directly  or indirectly from any member of the Group 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 Creditor Party of Clause 32.2 (Disclosure  of Confidential Information); or  (B) is identified in writing at the time of delivery as non-confidential by  any member of the Group or any of its advisers; or  (C) is known by that Creditor Party before the date the information is  disclosed to it in accordance with paragraphs (a)or (b)above or is  lawfully obtained by that Creditor Party after that date, from a source  which is, as far as that Creditor Party is aware, unconnected with the  Group and which, in either case, as far as that Creditor Party is aware,  has not been obtained in breach of, and is not otherwise subject to,  any obligation of confidentiality; and  





 






   7 EUROPE/69638643v8  (ii) any Funding Rate or Reference Bank Quotation.  "Confidentiality Undertaking" means a confidentiality undertaking in substantially the  appropriate form recommended by the Loan Market Association from time to time (as logically  amended to reflect the terms of this Agreement) or in any other form agreed between the  Borrower and the Agent.  "Confirmation", in relation to any continuing Designated Transaction, has the meaning given  in the relevant Master Agreement.  "Contractual Currency" has the meaning given in Clause 22.4 (Currency indemnity).  "Contribution" means, in relation to a Lender, the part of the Loan which is owing to that  Lender.  "Corresponding Debt" means any amount, other than any Parallel Debt, which the Borrower  owes to a Creditor Party under or in connection with the Finance Documents.  "Credit Adjustment Spread" has the meaning given to that term in the Compounded Rate  Terms.  "Creditor Party" means the Agent, the Security Trustee, the Mandated Lead Arranger, the  Sustainability Agent, any Lender or any Swap Bank, whether as at the date of this Agreement  or at any later time.  "Cumulative Compounded RFR Rate" means, in relation to an Interest Period for a  Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any  other Creditor Party which agrees to determine that rate in place of the Agent) in accordance  with the methodology set out in Schedule 12 (Cumulative Compounded RFR Rate) or in any  relevant Compounding Methodology Supplement.  "Cut-off Date" means:  (a) in relation to Ship 1, 14 October 2022 or any other date agreed between the Builder,  and the Borrower, subject to the prior written approval of the Agent (acting  reasonably); and  (b) in relation to Ship 2, 31 October 2022 or any other date agreed between the Builder,  and the Borrower, subject to the prior written approval of the Agent (acting  reasonably).  "Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day  during an Interest Period for a Compounded Rate Loan, the percentage rate per annum  determined by the Agent (or by any other Creditor Party which agrees to determine that rate  in place of the Agent) in accordance with the methodology set out in Schedule 11 (Daily Non- Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology  Supplement.  "Daily Rate" means the rate specified as such in the Compounded Rate Terms.  "Deed of Covenant" means, in relation to each Ship and where (in the opinion of the Agent) it  is appropriate in the context of the relevant Approved Flag, a deed of covenant collateral to  





 






   8 EUROPE/69638643v8  the Mortgage on that Ship to be executed by the Borrower in favour of the Security Trustee in  the Agreed Form.  "Defaulting Lender" means any Lender:  (a) which has failed to make available the relevant proportion of its Commitment in  respect of any Advance or has given notice to the Agent that it will not make such  amount available by the relevant Drawdown Date pursuant to Clause 4.3 (Notification  to Lenders of receipt of a Drawdown Notice); or  (b) which has otherwise rescinded or repudiated a Finance Document; or  (c) with respect to which an Insolvency Event has occurred and is continuing,  unless, in the case of paragraph (a)above:  (i) its failure to pay is caused by:  (A) administrative or technical error; or  (B) a Disruption Event; and  payment is made within 5 Business Days of its due date; or  (ii) the Lender is disputing in good faith whether it is contractually obliged to  make the relevant payment.  "Delivery" means, in relation to a Ship, the delivery and transfer of ownership of that Ship  from the Builder to the Borrower as purchaser under the relevant Shipbuilding Contract, on  the date and at the time indicated in the relevant protocol of delivery and acceptance.  "Delivery Date" means:  (a) in relation to Ship 1, 15 January 2022 or such other date on which the Delivery actually  occurs and as may result from any adjustment pursuant to the terms and conditions  of the Shipbuilding Contract in respect of Ship 1, such Delivery not to take place after  the relevant Cut-Off Date; and  (b) in relation to Ship 2, 31 January 2022 or such other date on which the Delivery actually  occurs and as may result from any adjustment pursuant to the terms and conditions  of the Shipbuilding Contract in respect of Ship 2, such Delivery not to take place after  the relevant Cut-Off Date.  "Designated Transaction" means a Transaction which fulfils the following requirements:  (a) it is entered into by the Borrower pursuant to a Master Agreement with a Swap Bank;  (b) its purpose is the hedging of the exposure of the Borrower under this Agreement to  fluctuations in LIBOR arising from the funding of the Loan (or any part thereof) for a  period expiring no later than the Maturity Date;   (c) it is designated by the Borrower and/or by the relevant Swap Bank, by delivery by the  Borrower and/or that Swap Bank to the Agent of a notice of designation in the form  





 






   9 EUROPE/69638643v8  set out in Schedule 7 (Designation Notice), as a Designated Transaction for the  purposes of the Finance Documents.  "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 Loan (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, a party to this Agreement (a "Party"); 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 preventing  that, or any other, Party:  (i) from performing its payment obligations under the Finance Documents; or  (ii) from communicating with other parties in accordance with the terms of the  Finance Documents,  and which (in each case) is not caused by, and is beyond the control of, the Party whose  operations are disrupted.  "Dollars" and "$" means the lawful currency for the time being of the United States of America.  "Drawdown Date" means, in relation to an Advance, the date requested by the Borrower for  the Advance to be made, or (as the context requires) the date on which the Advance is actually  made.  "Drawdown Notice" means a notice in the form set out in Schedule 3 (Drawdown Notice) (or  in any other form which the Agent approves or reasonably requires).  "Earnings" means, in relation to a Ship, all moneys whatsoever which are now, or later  become, payable (actually or contingently) to the Borrower and which arise out of the use or  operation of that Ship, including (but not limited to):  (a) all freight, hire and passage moneys, compensation payable to the Borrower in the  event of requisition of that Ship for hire, remuneration for salvage and towage  services, demurrage and detention moneys and damages for breach (or payments for  variation or termination) of any charter party or other contract for the employment of  that Ship;  (b) all moneys which are at any time payable under Insurances in respect of loss of  earnings; and  (c) if and whenever that Ship is employed on terms whereby any moneys falling within  paragraphs (a)or (b)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.  "Earnings Account" means an account in the name of the Borrower with the Agent in London  designated "Euronav NV - Earnings Account", or any other account (with that or another office  





 






   10 EUROPE/69638643v8  of the Agent or with a bank or financial institution other than the Agent) which is agreed by  the Agent and the Borrower as the Earnings Account for the purposes of this Agreement.  "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:  (a) any claim by any governmental, judicial or regulatory authority which arises out of an  Environmental Incident or an alleged Environmental Incident or which relates to any  Environmental Law; or  (b) any claim by any other person which relates to an Environmental Incident or to an  alleged Environmental Incident,  and "claim" means a claim for damages, compensation, fines, penalties or any other payment  of any kind 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 of Environmentally Sensitive Material from a Ship; or  (b) any incident in which Environmentally Sensitive Material is released from a vessel  other than a Ship and which involves a collision between a 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 is reasonably likely to be arrested, attached, detained or  injuncted and/or a Ship and/or the Borrower and/or any operator or manager of a Ship  is at fault or allegedly at fault or is reasonably likely to be subject to any legal or  administrative action; or  (c) any other incident in which Environmentally Sensitive Material is released otherwise  than from a Ship and in connection with which a Ship is actually or reasonably likely to  be arrested and/or where the Borrower and/or any operator or manager of a Ship is  at fault or allegedly at fault or is reasonably likely to be subject to any legal or  administrative action.  "Environmental Law" means any law relating to pollution or protection of the environment,  to the carriage of Environmentally Sensitive Material or to actual or threatened releases of  Environmentally Sensitive Material.  "Environmentally Sensitive Material" means oil, oil products 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.  





 






   11 EUROPE/69638643v8  "EU Ship Recycling Regulation" means Regulation (EU) No 1257/2013 of the European  Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation  (EC) No 1013/2006 and Directive 2009/16/EC.   "Event of Default" means any of the events or circumstances described in Clause 20.1 (Events  of Default).  "Facility" means the term loan facility made available under this Agreement as described in  Clause 2.1 (Amount of Facility).  "Facility Office" means the office or offices notified by a Lender to the Agent in writing on or  before the date it becomes a Lender (or, following that date, by not less than 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 or other official  guidance;  (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction,  or relating to an intergovernmental agreement between the US and any other  jurisdiction, which (in either case) facilitates the implementation of paragraph  (a)above; or  (c) any agreement pursuant to the implementation of 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 Application Date" means:  (a) in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code  (which relates to payments of interest and certain other payments from sources within  the US), 1 July 2014; or  (b) in relation to a "passthru payment" described in section 1471(d)(7) of the Code not  falling within paragraph (a) above, the first date from which such payment may  become subject to a deduction or withholding required by FATCA.  "FATCA Deduction" means a deduction or withholding from a payment under a Finance  Document required by or under FATCA.  "FATCA Exempt Party" means a party to a Finance Document that is entitled to receive  payments free from any FATCA Deduction.  "Fair Market Value" means, in relation to a Ship, a valuation of its market price as determined  in accordance with Clause 16.3 (Valuation of Ships).  "Fee Letter" means any letter or letters dated on or about the date of this Agreement between  any of the Mandated Lead Arranger, the Agent and the Security Trustee and the Borrower  setting out any of the fees referred to in Clause 21.1 (Fees).  





 






   12 EUROPE/69638643v8  "Finance Documents" means:  (a) this Agreement;  (b) any Fee Letter;  (c) each Drawdown Notice;  (d) any Compounded Rate Supplement;  (e) any Compounding Methodology Supplement;  (f) the Mortgages;  (g) the Deeds of Covenant;  (h) the General Assignments;  (i) the Account Pledges;  (j) the Master Agreement Assignments;  (k) any other document (whether creating a Security Interest or not, other than a  Manager's Undertaking) which is executed at any time by the Borrower or any other  person as security for, or to establish any form of subordination or priorities  arrangement in relation to, any amount payable to the Lenders and/or the Swap Banks  under this Agreement or any of the other documents referred to in this definition; or  (l) any other document designated as such by the Agent and the Borrower.  "Financial Indebtedness" means, in relation to a person (the "debtor"), a liability of the debtor:  (a) for principal, interest or any other sum payable in respect of any moneys borrowed or  raised by the debtor;  (b) under any loan stock, bond, note or other security issued by the debtor;  (c) under any acceptance credit, guarantee or letter of credit facility made available to  the debtor;  (d) any amount raised under any other transaction (including any forward sale or  purchase, sale and sale back or sale and leaseback agreement) having the commercial  effect of a borrowing or otherwise classified as borrowings under IFRS;  (e) for or in relation to receivables sold or discounted (other than any receivables to the  extent they are sold on a non-recourse basis);  (f) under a financial lease, a deferred purchase consideration arrangement or any other  agreement having the commercial effect of a borrowing or raising of money by the  debtor;  (g) under any foreign exchange transaction, any interest or currency swap or any other  kind of derivative transaction entered into by the debtor or, if the agreement under  





 






   13 EUROPE/69638643v8  which any such transaction is entered into requires netting of mutual liabilities, the  liability of the debtor for the net amount; or  (h) under a guarantee, indemnity or similar obligation entered into by the debtor in  respect of a liability of another person which would fall within paragraphs (a) to (e)if  the references to the debtor referred to the other person.  "Fund” means a fund which is regularly engaged in, or established for the purpose of, making,  purchasing or investing in loans, securities or other financial assets.  "Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to sub- paragraph (ii) of paragraph (a) of Clause 6.16 (Cost of funds).  "General Assignment" means, in relation to each Ship, a deed to be executed by the Borrower  in favour of the Security Trustee creating security in respect of:  (a) the Earnings, the Insurances, and any Requisition Compensation relating to that Ship;  (b) any Long Term Charter in relation to that Ship and any guarantee of such charter in  the Agreed Form;  (c) any pool agreement; and   (d) the benefit of any warranties of quality in favour of the Borrower under the  Shipbuilding Contract relating to that Ship.  "Green Passport" means, in relation to a Ship, a green passport statement of compliance  issued by that Ship's classification society which includes a list of any and all materials known  to be potentially hazardous and listed in the construction or on board that Ship.  "Group" means the Borrower and each of its subsidiaries.  "Holding Company" means, in relation to a person, any other person in relation to which it is  a subsidiary.  "Hong Kong Convention" means the International Maritime Organization's convention for the  Safe and Environmentally Sound Recycling of Ships, 2009 together with the guidelines to be  issued by the International Maritime Organization in connection with such convention.  "IFRS" means international accounting standards within the meaning of the IAS Regulation  1606/2002, as the same may be updated from time to time, to the extent applicable to the  relevant financial statements.  "Impaired Agent" means the Agent at any time when:   (a) it has failed to make (or has notified a party to a Finance Document that it will not  make) a payment required to be made by it under the Finance Documents by the due  date for payment;  (b) the Agent otherwise rescinds or repudiates a Finance Document;  (c) (if the Agent is also a Lender), it is a Defaulting Lender under paragraph (a)or (b)of the  definition of "Defaulting Lender"; or  





 






   14 EUROPE/69638643v8  (d) an Insolvency Event has occurred and is continuing with respect to the Agent;  unless, in the case of paragraph (a) above:  (i) its failure to pay is caused by:  (A) administrative or technical error; or  (B) a Disruption Event; and   (ii) payment is made within 10 Business Days of its due date; or   (iii) the Agent is disputing in good faith whether it is contractually obliged to make  the payment in question.  "Insolvency Event" in relation to a Lender means that Lender:   (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);   (b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability  generally to pay its debts as they become due;  (c) makes a general assignment, arrangement, or composition with or for the benefit of  its creditors;  (d) institutes or has instituted against it, by a regulator, supervisor or any similar official  with primary insolvency, rehabilitative or regulatory jurisdiction over it in the  jurisdiction of its incorporation or organisation or the jurisdiction of its head or home  office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief  under any bankruptcy or insolvency law or other similar law affecting creditors' rights,  or a petition is presented for its winding-up or liquidation by it or such regulator,  supervisor or similar official;  (e) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy  or any other relief under any bankruptcy or insolvency law or other similar law  affecting creditors' rights, or a petition is presented for its winding-up or liquidation,  and, in the case of any such proceeding or petition instituted or presented against it,  such proceeding or petition is instituted or presented by a person or entity not  described in paragraph (d)above and:  (i) results in a judgment of insolvency or bankruptcy or the entry of an order for  relief or the making of an order for its winding-up or liquidation; or  (ii) is not dismissed, discharged, stayed or restrained in each case within 30 days  of the institution or presentation thereof;  (f) has a resolution passed for its winding-up, official management or liquidation (other  than pursuant to a consolidation, amalgamation or merger);  (g) seeks or becomes subject to the appointment of an administrator, provisional  liquidator, conservator, receiver, trustee, custodian or other similar official for it or for  all or substantially all its assets (other than, for so long as it is required by law or  





 






   15 EUROPE/69638643v8  regulation not to be publicly disclosed, any such appointment which is to be made, or  is made, by a person or entity described in paragraph (d)above);  (h) has a secured party take possession of all or substantially all its assets or has a distress,  execution, attachment, sequestration or other legal process levied, enforced or sued  on or against all or substantially all its assets and such secured party maintains  possession, or any such process is not dismissed, discharged, stayed or restrained, in  each case within 30 days thereafter;   (i) causes or is subject to any event with respect to it which, under the applicable laws of  any jurisdiction, has an analogous effect to any of the events specified in paragraphs  (a)to (h)above; or  (j) takes any action in furtherance of, or indicating its consent to, approval of, or  acquiescence in, any of the foregoing acts.  "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, which are effected in respect of that Ship, its  Earnings or otherwise in relation to it; and  (b) all rights and other assets relating to, or derived from, any of the foregoing, including  any rights to a return of a premium.  "Interest Period" means a period determined in accordance with Clause 7 (Interest Periods).  "Interpolated Screen Rate" means, in relation to LIBOR for a Term Rate 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 for that Term Rate Loan; and  (b) the applicable Screen Rate for the shortest period (for which that Screen Rate is  available) which exceeds the Interest Period for that Term Rate 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 (and the terms "safety management system", "Safety Management Certificate"  and "Document of Compliance" have the same meanings as are given to them in the ISM  Code).  "ISPS Code" means the International Ship and Port Facility Security (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.  





 






   16 EUROPE/69638643v8  "Lender" means a bank or financial institution listed in Schedule 1 (Lenders and Commitments)  and acting through its branch indicated in Schedule 1 (Lenders and Commitments) (or through  another branch notified to the Borrower under Clause 31.13 (Change of lending office) or its  transferee, successor or assign.  "LIBOR" means, in relation to any Term Rate Loan:  (a) the applicable Screen Rate as of the Specified Time for dollars and for a period equal  in length to the Interest Period for that Term Rate Loan; or  (b) as otherwise determined pursuant to Clause 6.8 (Unavailability of Screen Rate),  and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.  "Loan" means the principal amount of the Total Commitments borrowed by Borrower under  this Agreement which is for the time being outstanding under this Agreement.  "Long Term Charter" means any charter or other contract of employment for a Ship which is  entered into by the Borrower with a person other than a wholly-owned subsidiary of the  Borrower and for a term which exceeds 36 months' duration.  "Lookback Period" means the number of days specified as such in the Compounded Rate  Terms.  "Manager's Undertaking" means, in relation to a Ship, the undertaking to be given by the  Approved Manager in favour of the Security Trustee in the Agreed Form.  "Mandated Lead Arranger" means  DNB (UK) Limited.  "Major Casualty" means, in relation to a Ship, any casualty to that Ship in respect of which the  claim or the aggregate of the claims against all insurers, before adjustment for any relevant  franchise or deductible, exceeds $5,000,000 or the equivalent in any other currency.  "Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than  662/3 per cent. of the Total Commitments.  "Margin" means 1.80 percent per annum as adjusted pursuant to Clause 6.18 (Calculation of  Margin).  "Market Disruption Rate" means the rate specified as such in the Compounded Rate Terms.  "Master Agreement" means each master agreement (on the 1992 or 2002 (as the case may  be) ISDA (Multicurrency-Crossborder) form) in an agreed form made or to be made between  the Borrower and a Swap Bank and includes all Designated Transactions from time to time.  "Master Agreement Assignment" means, in relation to each Master Agreement, the  assignment of the Master Agreement in the Agreed Form.  "Maturity Date" means  31 January 2028.  "Mortgage" means, in relation to each Ship, a first priority or preferred (as the case may be)  mortgage on that Ship in the form appropriate to the relevant Approved Flag in each case  executed by the Borrower owning that Ship in favour of the Security Trustee (and/or such  





 






   17 EUROPE/69638643v8  other Creditor Parties as may be appropriate in the opinion of the Agent and in the context of  the relevant Approved Flag), each such mortgage to be in the Agreed Form and, where the  relevant Approved Flag is Belgian flag, the amount secured by such mortgage shall be limited  to 125 per cent. of the Fair Market Value of the relevant Ship as at the date of the relevant  mortgage.  "Non-Consenting Lender" means any Lender which does not and continues not to consent or  agree to a request of the Borrower or the Agent (at the request of the Borrower) to give a  consent in relation to, or to agree to a waiver or amendment of, any provision of the Finance  Documents and:  (a) the consent, waiver or amendment in question requires the approval of all of the  Lenders; and  (b) Lenders whose commitments aggregate more than 662/3 per cent. of the Total  Commitments have consented or agreed to such waiver or amendment.  "Non-Cooperative Jurisdiction" means a tax haven country, a low-tax jurisdiction or a non- cooperative jurisdiction, within the meaning of Article 307, §1/2 of the Belgian Income Tax  Code 1992 or any successor provision.  "Notifying Creditor Party" has the meaning given in Clause 24 (Illegality, etc.) or Clause 28  (Increased costs) as the context requires.  "Original Financial Statements" means the audited consolidated financial statements of the  Borrower for its financial year ended 31 December 2020.   "Payment Currency" has the meaning given in Clause 22.4 (Currency indemnity).  "Parallel Debt" means any amount which the Borrower owes to the Security Trustee under  Clause 26.2 (Parallel Debt (Covenant to pay the Security Trustee)) or under that clause as  incorporated by reference or in full in any other Finance Document.  "Party" means a party to this Agreement.  "Permitted Holders" means each of Saverco and Victrix (and (in each case) any parallel vehicle  thereof and their respective alternative investment vehicles) and their affiliates.  "Permitted Security Interests" means:  (a) Security Interests created by the Finance Documents;  (b) liens for unpaid master's and crew's wages in accordance with usual maritime practice,  provided such liens do not secure amounts more than 30 days overdue (unless the  overdue amount is being contested by the Borrower in good faith by appropriate  steps);  (c) liens for salvage;  (d) liens arising by operation of law for not more than 2 months' prepaid hire under any  charter in relation to a Ship not prohibited by this Agreement;  





 






   18 EUROPE/69638643v8  (e) liens for master's disbursements incurred in the ordinary course of trading and any  other lien arising by operation of law or otherwise in the ordinary course of the  operation, repair or maintenance of a Ship, provided such liens do not secure amounts  more than 30 days overdue (unless the overdue amount is being contested by the  Borrower in good faith by appropriate steps);   (f) any Security Interest created in favour of a plaintiff or defendant in any action of the  court or tribunal before whom such action is brought as security for costs and  expenses where the Borrower is prosecuting or defending such proceedings or  arbitration in good faith by appropriate steps provided such Security Interest does not  (and is not likely to) result in any sale, forfeiture or loss of a Ship; and  (g) Security Interests arising by operation of law in respect of taxes which are not overdue  for payment or in respect of taxes being contested in good faith by appropriate steps  and in respect of which appropriate reserves have been made.  "Pertinent Document" means:  (a) any Finance Document;  (b) any Shipbuilding Contract;  (c) any Master Agreement;  (d) any policy or contract of insurance contemplated by or referred to in Clause 14  (Insurance) or any other provision of this Agreement or another Finance Document or  Master Agreement;  (e) any other document contemplated by or referred to in any Finance Document; and  (f) any document which has been or is at any time sent by or to a Servicing Bank in  contemplation of or in connection with any Finance Document or Master Agreement  or any policy, contract or document falling within paragraphs (c)or (d).  "Pertinent Jurisdiction" in relation to a company, means:  (a) England and Wales;  (b) the country under the laws of which the company is incorporated or formed;  (c) a country in which the company has the centre of its main interests or in which the  company's central management and control is or has recently been exercised;  (d) a country in which the overall net income of the company is subject to corporation tax,  income tax or any similar tax;  (e) a country in which assets of the company (other than securities issued by, or loans to,  related companies) having a substantial value are situated, in which the company  maintains a branch or a permanent place of business, or in which a Security Interest  created by the company must or should be registered in order to ensure its validity or  priority; and  





 






   19 EUROPE/69638643v8  (f) a country the courts of which have jurisdiction to make a winding up, administration  or similar order in relation to the company, whether as main or territorial or ancillary  proceedings or which would have such jurisdiction if their assistance were requested  by the courts of a country referred to in paragraphs (b)or (c).  "Pertinent Matter" means:  (a) any transaction or matter contemplated by, arising out of, or in connection with a  Pertinent Document; or  (b) any statement relating to a Pertinent Document or to a transaction or matter falling  within paragraph (a);  and covers any such transaction, matter or statement, whether entered into, arising or made  at any time before the signing of this Agreement or on or at any time after that signing.  "Pre-Approved Transferees" means the lenders listed in Schedule 13 (Pre-Approved  Transferees) and their branches and affiliates.  "Poseidon Principles" means the financial industry framework for assessing and disclosing the  climate alignment of ship finance portfolios published in June 2019 including the Technical  Evidence related thereto published in June 2021 as the same may be amended or replaced to  reflect changes in applicable law or regulation or the introduction of or changes to mandatory  requirements of the International Maritime Organisation from time to time.  "Potential Event of Default" means an event or circumstance which, with the giving of any  notice, the lapse of time, a reasonable determination of the Majority Lenders and/or the  satisfaction of any other condition, would constitute an Event of Default.  "Quotation Date" means, in relation to any Interest Period (or any other period for which an  interest rate is to be determined under any provision of a Finance Document), 2 Business days  before the first day of that period or the day on which quotations would ordinarily be given by  leading banks in the London Interbank Market for deposits in the currency in relation to which  such rate is to be determined for delivery on the first day of that Interest Period or other  period.  "Quoted Tenor" means any period in relation to a Screen Rate for three or six Months.  "Rate Switch Date" means the earlier of:  (a) the Backstop Rate Switch Date; and  (b) the Rate Switch Trigger Event Date.  "Rate Switch Trigger Event" means:  (a)   (i)   (A) the administrator of the Screen Rate or its supervisor publicly  announces that such administrator is insolvent; or  





 






   20 EUROPE/69638643v8  (B) information is published in any order, decree, notice, petition or filing,  however described, of or filed with a court, tribunal, exchange,  regulatory authority or similar administrative, regulatory or judicial  body which reasonably confirms that the administrator of the Screen  Rate is insolvent,  provided that, in each case, at that time, there is no successor administrator  to continue to provide the Screen Rate;  (ii) the administrator of the Screen Rate publicly announces that it has ceased or  will cease, to provide the Screen Rate for any Quoted Tenor permanently or  indefinitely and, at that time, there is no successor administrator to continue  to provide the Screen rate for that Quoted Tenor;  (iii) the supervisor of the administrator of the Screen Rate publicly announces that  the Screen Rate has been or will be permanently or indefinitely discontinued  for any Quoted Tenor; or  (iv) the administrator of the Screen Rate or its supervisor publicly announces that  the Screen Rate for any Quoted Tenor may no longer be used; or  (b) the supervisor of the administrator of the Screen Rate publicly announces or publishes  information:  (i) stating that the Screen Rate for any Quoted Tenor is no longer, or as of a  specified future date will no longer be, representative of the underlying  market and the economic reality that it is intended to measure and that such  representativeness will not be restored (as determined by such supervisor);  and  (ii) with awareness that any such announcement or publication will engage  certain triggers for fallback provisions in contracts which may be activated by  any such pre-cessation announcement or publication; or  (c) the date agreed in writing between the Borrower, the Agent and the Lenders.   "Rate Switch Trigger Event Date" means:  (a) in the case of an occurrence of a Rate Switch Trigger Event described in sub-paragraph  (i) of paragraph (a) of the definition of Rate Switch Trigger Event, the date on which  the Screen Rate ceases to be published or otherwise becomes unavailable;  (b) in the case of an occurrence of a Rate Switch Trigger Event described in sub-paragraph  (ii), (iii) or (iv) of paragraph (a) of the definition of Rate Switch Trigger Event, the date  on which the Screen Rate for the relevant Quoted Tenor ceases to be published or  otherwise becomes unavailable;  (c) in the case of an occurrence of a Rate Switch Trigger Event described in paragraph (b)  of the definition of Rate Switch Trigger Event, the date on which the Screen Rate for  the relevant Quoted Tenor ceases to be representative of the underlying market and  the economic reality that it is intended to measure (as determined by the supervisor  of the administrator of such Screen Rate); and  





 






   21 EUROPE/69638643v8  (d) in the case of an occurrence of a Rate Switch Trigger Event described in paragraph (c)  of the definition of Rate Switch Trigger Event, the date so agreed.  "Receiver" means a receiver or receiver and manager or administrative receiver of the whole  or any part of the Security Assets.  "Recognised Organisation" means, in respect of a Ship, an organisation representing that  Ship's flag state and, for the purposes of Clause 15.17 (Poseidon Principles), duly authorised to  determine whether the Borrower has complied with regulation 22A of Annex VI.  "Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four  decimal places) as supplied to the Agent at its request by the Reference Banks:  (a) if:  (i) the Reference Bank is a contributor to the Screen Rate; and  (ii) it consists of a single figure,  as the rate (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; or  (b) in any other case, as the rate at which the relevant Reference Bank could fund itself in  dollars for the relevant period with reference to the unsecured wholesale funding  market.   "Reference Banks" means the principal London office of each of the Lenders or such other  entities as may be appointed by the Agent in consultation with the Borrower.  "Reference Bank Quotation" means any quotation supplied to the Agent by a Reference Bank.  "Related Fund" means, in relation to a Fund or Lender, any other Fund that either has the  same fund manager or asset manager or has common ownership with an existing Lender or is  owned or managed by an existing Lender.  "Relevant Market" means:  (a) subject to paragraph (b) below, the London interbank market; and  (b) on or after the Rate Switch Date, the market specified as such in the Compounded  Rate Terms.  "Repayment Date" means a date on which a repayment is required to be made under Clause  9 (Repayment, Prepayment and Cancellation).  "Repayment Instalment" has the meaning given to it in Clause 9.1 (Repayment of Term Loan).  "Reporting Day" means the day specified as such in the Compounded Rate Terms.  "Reporting Time" means the relevant time (if any) specified as such in the Compounded Rate  Terms.  





 






   22 EUROPE/69638643v8  "Requisition Compensation" includes all compensation or other moneys payable by reason of  any act or event such as is referred to in paragraph (b)of the definition of "Total Loss".  "Resolution Authority" means any body which has authority to exercise any Write-down and  Conversion Powers.  "Restricted Party" means a person:  (a) that is listed on any Sanctions List (whether designated by name or by reason of being  included in a class of person);  (b) that is domiciled, registered as located or having its main place of business in, or is  incorporated under the laws of, a country or territory which is, or whose government  is, subject to Sanctions Laws which attach legal effect to being domiciled, registered  as located or having its main place of business in such country or broadly prohibiting  dealings with such government, country, or territory; or  (c) that is directly or indirectly owned or controlled by a person referred to in paragraph  (a) and/or (b)above; or  (d) with which any member of the Group is prohibited from dealing or otherwise engaging  in a transaction with by any Sanctions Laws.  "RFR" means the rate specified as such in the Compounded Rate Terms.  "RFR Banking Day" means any day specified as such in the Compounded Rate Terms.  "Sanctions Authority" means the Norwegian State, the United Nations, the United Kingdom,  the European Union, any present or future member states of the European Union and the  United States of America and any agency or authority acting on behalf of any of them in  connection with Sanctions Laws.  "Sanctions Laws" means any economic or financial sanctions laws and/or regulations, trade  embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from  regulators or similar measures implemented, adapted, imposed, administered, enacted and/or  enforced by any Sanctions Authority.  "Sanctions List" means any list of persons or entities published in connection with Sanctions  Laws by or on behalf of any Sanctions Authority as amended, revised, supplemented or  substituted from time to time.  "Sanctions Relevant Person" means:  (a) the Borrower;  (b) each Affiliate and subsidiary of the Borrower; and  (c) all respective directors, officers, employees, agents and representatives of each of the  persons mentioned in paragraphs (a)to (b)above;  "Saverco" means Saverco NV, a company incorporated in Belgium whose registered office is  at de Gerlachekaai 20, B-2000 Antwerp, Belgium.  





 






   23 EUROPE/69638643v8  "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).  "Secured Liabilities" means all liabilities which the Borrower, the Security Parties or any of  them have, at the date of this Agreement or at any later time or times, under or in connection  with any Finance Document or the Master Agreements or any judgment relating to any Finance  Document or the Master Agreements; and for this purpose, there shall be disregarded any  total or partial discharge of these liabilities, or variation of their terms, which is effected by, or  in connection with, any bankruptcy, liquidation, arrangement or other procedure under the  insolvency laws of any country.  "Security Assets" means all of the assets of the Borrower or any Security Party which from  time to time are, or are expressed to be, the subject of the Transaction Security.  "Security Interest" means:   (a) a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien  or any other security interest of any kind;  (b) the security rights of a plaintiff under an action in rem; and  (c) any arrangement entered into by a person (A) the effect of which is to place another  person (B) in a position which is similar, in economic terms, to the position in which B  would have been had he held a security interest over an asset of A; but this paragraph  (c)does not apply to a right of set off or combination of accounts conferred by the  standard terms of business of a bank or financial institution.  "Security Party" means any person other than the Borrower (except a Creditor Party) who, as  a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any  similar capacity, executes a document falling within paragraph (k) of the definition of "Finance  Documents".  "Security Period" means the period commencing on the date of this Agreement and ending  on the date on which the Agent notifies the Borrower, the Security Parties and the other  Creditor Parties that:   (a) all amounts which have become due for payment by the Borrower or any Security  Party under the Finance Documents and the Master Agreements have been paid;  (b) no amount is owing or has accrued (without yet having become due for payment)  under any Finance Document or the Master Agreements and all Commitments have  terminated;  (c) neither the Borrower nor any Security Party has any future or contingent liability under  Clause 21 (Fees and Expenses), Clause 22 (Indemnities) or Clause 23 (No Set-Off or Tax  Deduction) or any other provision of this Agreement or another Finance Document or  a Master Agreement; and  (d) the Agent, the Security Trustee and the Majority Lenders, acting reasonably, consider  that there is no significant risk that any payment or transaction under a Finance  





 






   24 EUROPE/69638643v8  Document or a Master Agreement would be set aside, or would have to be reversed  or adjusted, in any present or possible future bankruptcy of the Borrower or a Security  Party or in any present or possible future proceeding relating to a Finance Document  or a Master Agreement or any asset covered (or previously covered) by a Security  Interest created by a Finance Document.  "Security Property" means:  (a) the Transaction Security expressed to be granted in favour of the Security Trustee as  trustee for the Creditor Parties and all proceeds of that Transaction Security;  (b) all obligations expressed to be undertaken by the Borrower or any Security Party to  pay amounts in relation to the Secured Liabilities to the Security Trustee as trustee for  the Creditor Parties and secured by the Transaction Security together with all  representations and warranties expressed to be given by the Borrower or any other  person in favour of the Security Trustee as trustee for the Creditor Parties;  (c) the Security Trustee'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 Trustee is required by the terms of  the Finance Documents to hold as trustee on trust for the Creditor Parties,  except:  (i) rights intended for the sole benefit of the Security Trustee; and  (ii) any moneys or other assets which the Security Trustee has transferred to the  Agent or (being entitled to do so) has retained in accordance with the  provisions of this Agreement.  "Security Trustee" means DNB Bank ASA, London Branch, acting in such capacity through its  office at  8th Floor, the Walbrook Building, 25 Walbrook, London, EC4N 8AF, or any successor  of it.  "Servicing Bank" means the Agent or the Security Trustee.  "Ship" means Ship 1 or Ship 2.  "Ship 1" means the vessel having Builder's Hull No. 5057, details of which are set out opposite  its name in Schedule 6 (Details of the Ships), which is to be constructed by the Builder for, and  purchased by, the Borrower under the applicable Shipbuilding Contract and upon delivery  registered in the name of the Borrower under an Approved Flag.  "Ship 2" means the vessel having Builder's Hull No. 5058, details of which are set out opposite  its name in  Schedule 6 (Details of the Ships), which is to be constructed by the Builder for, and  purchased by, the Borrower under the applicable Shipbuilding Contract and upon delivery  registered in the name of the Borrower under an Approved Flag.  "Shipbuilding Contract" means:  





 






   25 EUROPE/69638643v8  (a) in respect of Ship 1, the shipbuilding contract dated 10 February 2021 and made  between the Builder and the Borrower for the construction by the Builder of the Ship  1 and its purchase by the Borrower as supplemented and amended from time to time;  or  (b) in respect of Ship 2, the shipbuilding contract dated 10 February 2021 and made  between the Builder and the Borrower for the construction by the Builder of the Ship  2 and its purchase by the Borrower as supplemented and amended from time to time.  "Specified Time" means a day or time determined in accordance with Schedule 9 (Timetables).  "Statement of Compliance" means a Statement of Compliance related to fuel oil consumption  pursuant to regulations 6.6 and 6.7 of Annex VI.  "Sustainability Agent" means  DNB Bank ASA, London Branch, acting in such capacity through  its office at 8th Floor, the Walbrook Building, 25 Walbrook, London, EC4N 8AF, or any successor  of it.  "Swap Bank" means a bank or financial institution listed in Schedule 2 (Swap Banks) and acting  through its branch indicated in that Schedule.  "Swap Counterparty" means, at any relevant time and in relation to a continuing Designated  Transaction, the Swap Bank which enters into that Designated Transaction.  "Tankers International Pool" means the Tankers International tanker pool governed by  Tankers International Limited with its registered office at 81 Kings Road, London SW3 4NX,  United Kingdom.  "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 Deduction" has the meaning given in Clause 23.5 (Tax Deduction).  "Term Rate Loan" means the Loan, any part of the Loan or, if applicable, Unpaid Sum which is  not a Compounded Rate Loan.  "Third Parties Act" has the meaning given in Clause 37.4 (Third Party rights).  "Total Commitments" means the aggregate of the Tranche A Commitment and the Tranche B  Commitment, being $73,450,000 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;  (b) any expropriation, confiscation, requisition 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 by any government or official authority  or by any person or persons claiming to be or to represent a government or official  authority (excluding a requisition for hire for a fixed period not exceeding 1 year  without any right to an extension) unless it is within 90 days redelivered to the  Borrower's full control;  





 






   26 EUROPE/69638643v8  (c) any condemnation of that Ship by any tribunal or by any person claiming to be a  tribunal; or  (d) any arrest, capture, seizure or detention of that Ship (including piracy or theft) unless  it is within 90 days redelivered to the Borrower's (as the case may be) full control.  "Total Loss Date" means, in relation to 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;  (b) in the case of a constructive, compromised, agreed or arranged total loss of that Ship,  the earliest of:  (i) the date on which a notice of abandonment is given to the insurers; and  (ii) the date of any compromise, arrangement or agreement made by or on behalf  of the Borrower 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, on the date (or the most likely date) on which  it appears to the Agent that the event constituting the total loss occurred.  "Tranche" means any of Tranche A or Tranche B.  "Tranche A" means that part of the Loan to be made available to the Borrower to finance the  acquisition costs of Ship 1, in a principal amount not exceeding the Tranche A Commitment.  "Tranche B" means that part of the Loan to be made available to the Borrower to finance the  acquisition costs of Ship 2, in a principal amount not exceeding the Tranche B Commitment.  "Tranche A Commitment" means, in relation to a Lender and to the extent not cancelled,  reduced or transferred by it under this Agreement, the amount set opposite its name under  the heading "Tranche A" in Schedule 1 (Lenders and Commitments) together with the amount  of any other Tranche A Commitment transferred to it under this Agreement.  "Tranche B Commitment" means, in relation to a Lender and to the extent not cancelled,  reduced or transferred by it under this Agreement, the amount set opposite its name under  the heading "Tranche B" in Schedule 1 (Lenders and Commitments) together with the amount  of any other Tranche B Commitment transferred to it under this Agreement.  "Tranche Reduction Date" means 15 August 2022 in respect of Tranche A and 31 August 2022  in respect of Tranche B.   "Transaction" has the meaning given in each Master Agreement.  "Transaction Security" means the Security Interests created or evidenced or expressed to be  created or evidenced under the Finance Documents.  "Transfer Certificate" has the meaning given in Clause 31.2 (Transfer by a Lender).  "UK Bail-In Legislation" means (to the extent that the United Kingdom is not an EEA Member  Country which has implemented, or implements, Article 55 BRRD) Part 1 of the United  





 






   27 EUROPE/69638643v8  Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom  relating to the resolution of unsound or failing banks, investment firms or other financial  institutes or their affiliates (otherwise than through liquidation, administration or other  insolvency proceedings).  "Unpaid Sum" means any sum due and payable but unpaid by the Borrower under the Finance  Documents.  "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.  "Victrix" means Victrix NV, a company incorporated in Belgium whose registered office is at Le  Grellelei 20, 2600 Berchem, Belgium.  "Warranty" means Article IX (Warranty of Quality) of each Shipbuilding Contract and any  renewal of such warranty after the making good of any warranty claim.  "Write-down and Conversion Powers" means:  (a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule  from time to time, the powers described as such in relation to that Bail-In Legislation  in the EU Bail-In Legislation Schedule;  (b) in relation to 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; and   (c) in relation to any UK Bail-In Legislation:  (i) any powers under that UK 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  





 






   28 EUROPE/69638643v8  as if a right had been exercised under it or to suspend any obligation in respect  of that liability or any of the powers under that UK Bail-In Legislation that are  related to or ancillary to any of those powers; and   (ii) any similar or analogous powers under that UK Bail-In Legislation.  1.2 Construction of certain terms  In this Agreement:  "administration notice" means a notice appointing an administrator, a notice of intended  appointment and any other notice which is required by law (generally or in the case concerned)  to be filed with the court or given to a person prior to, or in connection with, the appointment  of an administrator.  "approved" means, for the purposes of Clause 14 (Insurance) and unless the context requires  otherwise, approved in writing by the Agent acting with the authorisation of the Majority  Lenders (which authorisation shall not be unreasonably withheld).  "asset" includes every kind of property, asset, interest or right, including any present, future  or contingent right to any revenues or other payment.  "company" includes any partnership, joint venture and unincorporated association.  "consent" includes an authorisation, consent, approval, resolution, licence, exemption, filing,  registration, notarisation and legalisation.  "contingent liability" means a liability which is not certain to arise and/or the amount of which  remains unascertained.  "document" includes a deed; also a letter or fax.  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.  "expense" means any kind of cost, charge or expense (including all legal costs, charges and  expenses) and any applicable value added or other tax.  "law" includes any order or decree, any form of delegated legislation, any treaty or  international convention and any regulation or resolution of the Council of the European  Union, the European Commission, the United Nations or its Security Council.  "legal or administrative action" means any legal proceeding or arbitration and any  administrative or regulatory action or investigation.  "liability" includes every kind of debt or liability (present or future, certain or contingent),  whether incurred as principal or surety or otherwise.  "months" shall be construed in accordance with Clause 1.3 (Meaning of "month").  





 






   29 EUROPE/69638643v8  "obligatory insurances" means, in relation to a Ship, all insurances effected, or which the  Borrower in relation to that Ship is obliged to effect or procure are effected, under Clause 14  (Insurance) or any other provision of this Agreement or another Finance Document.  "parent company" has the meaning given in Clause 1.4 (Meaning of "subsidiary").  "person" includes any individual; any firm, company or corporation; any state, political sub- division of a state and local or municipal authority; any association, trust, joint venture,  consortium, partnership; any international organisation; and any other entity (whether or not  having separate legal personality).  "policy", in relation to any insurance, 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 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 (01/11/02 or 01/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/1995 or  1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent  provision.  "regulation" includes any regulation, rule, official directive, request or guideline (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.  "subsidiary" has the meaning given in Clause 1.4 (Meaning of "subsidiary").  "tax" includes any present or future tax, duty, impost, levy or charge of any kind which is  imposed by any state, any political sub-division of a state or any local or municipal authority  (including any such imposed in connection with exchange controls), and any connected  penalty, interest or fine.   "war risks" includes the risk 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).  1.3 Meaning of "month"  A period of 1 or more "months" ends on the day in the relevant calendar month numerically  corresponding to the day of the calendar month on which the period started ("the numerically  corresponding day"), but:  (a) on the Business Day following the numerically corresponding day if the numerically  corresponding day is not a Business Day or, if there is no later Business Day in the same  calendar month, on the Business Day preceding the numerically corresponding day; or  (b) on the last Business Day in the relevant calendar month, if the period started on the last  Business Day in a calendar month or if the last calendar month of the period has no numerically  corresponding day;  and "month" and "monthly" shall be construed accordingly.  





 






   30 EUROPE/69638643v8  1.4 Meaning of "subsidiary"  A company (S) is a subsidiary of another company (P) if:  (a) a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited  rights to capital and income distributions) are directly owned by P or are indirectly attributable  to P; or  (b) P has direct or indirect control over a majority of the voting rights attaching to the issued  shares of S; or  (c) P has the direct or indirect power to appoint or remove a majority of the directors of S; or  (d) P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in  accordance with the wishes of P;  and any company of which S is a subsidiary is a parent company of S.  1.5 General Interpretation  In this Agreement:  (a) references in Clause 1.1 (Definitions) to a Finance Document or any other document being in  an "agreed form" are to the form agreed between the Agent (acting with the authorisation of  each of the other Creditor Parties) and the Borrower;  (b) references to, or to a provision of, a Finance Document or any other document are references  to it as amended or supplemented, whether before the date of this Agreement or otherwise;  (c) references to, or to a provision of, any law include any amendment, extension, re-enactment  or replacement, whether made before the date of this Agreement or otherwise;  (d) words denoting the singular number shall include the plural and vice versa;   (e) Clauses 1.1 (Definitions) to 1.5 (General Interpretation) apply unless the contrary intention  appears;   (f) an Event of Default or Potential Event of Default is "continuing" if it has not been remedied or  waived in writing; and  (g) a reference in this Agreement to a page or screen of an information service displaying a rate  shall include:  (i) any replacement page of that information service which displays that rate; and  (ii) the appropriate page of such other information service which displays that rate from  time to time in place of that information service,  and, if such page or service ceases to be available, shall include any other page or service  displaying that rate specified by the Agent after consultation with the Borrower;  (h) a reference in this Agreement to a Central Bank Rate shall include any successor rate to, or  replacement rate for, that rate;  





 






   31 EUROPE/69638643v8  (i) any Compounded Rate Supplement overrides anything in:  (i) Schedule 10 (Compounded Rate Terms); or  (ii) Any earlier Compounded Rate Supplement;  (j) a Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded  RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:  (i) Schedule 11 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 12  (Cumulative Compounded RFR Rate), as the case may be; or  (ii) any earlier Compounding Methodology Supplement.  1.6 Headings  In interpreting a Finance Document or any provision of a Finance Document, all clause,  sub-clause and other headings in that and any other Finance Document shall be entirely  disregarded.  2 FACILITY  2.1 Amount of facility  (a) Subject to the other provisions of this Agreement, the Lenders shall make available to the  Borrower a term loan facility in an aggregate amount not exceeding the Total Commitments.  2.2 Lenders' participations  Subject to the other provisions of this Agreement, each Lender shall participate in each  Advance in the proportion which, as at the relevant Drawdown Date, its Commitment bears to  the Total Commitments.  2.3 Purpose of Advances  The Borrower undertakes with each Creditor Party to use each Advance only for the purpose  of:   (a) in respect of Tranche A, financing the acquisition cost of Ship 1 and for the Borrower's general  corporate and working capital purposes; and  (b) in respect of Tranche B, financing the acquisition cost of Ship 2 and for the Borrower's general  corporate and working capital purposes.  2.4 Monitoring  No Creditor Party is bound to monitor or verify the application of any amount borrowed  pursuant to this Agreement.  3 POSITION OF THE LENDERS AND SWAP BANKS  3.1 Interests several  The rights of the Lenders and the Swap Banks under this Agreement are several.  





 






   32 EUROPE/69638643v8  3.2 Individual right of action  Each Lender and each Swap Bank shall be entitled to sue for any amount which has become  due and payable by the Borrower to it under a Finance Document or by the Borrower under a  Master Agreement without joining the Agent, the Security Trustee,  the Mandated Lead  Arranger, any other Lender or any other Swap Bank as additional parties in the proceedings.  3.3 Proceedings requiring Majority Lender consent  Except as provided in Clause 3.2 (Individual right of action), no Lender and no Swap Bank may  commence proceedings against the Borrower or any Security Party in connection with a  Finance Document or a Master Agreement without the prior consent of the Majority Lenders.  3.4 Obligations several  The obligations of the Lenders under this Agreement and of each Swap Bank under the Master  Agreement to which it is a party are several; and a failure of a Lender to perform its obligations  under this Agreement or a failure by a Swap Bank to perform its obligations under the Master  Agreement to which it is a party shall not result in:  (a) the obligations of the other Lenders or other Swap Banks being increased; nor   (b) the Borrower, any Security Party, any other Lender or any other Swap Bank being discharged  (in whole or in part) from its obligations under any Finance Document or under any Master  Agreement;  and in no circumstances shall a Lender or a Swap Bank have any responsibility for a failure of  another Lender or another Swap Bank to perform its obligations under this Agreement or the  Master Agreement to which it is a party.  3.5 Security Trustee as joint and several creditor  (a) The Borrower and each of the Creditor Parties agrees that the Security Trustee shall be the  joint creditor ("hoofdelijke schuldeiser") together with each other Creditor Party of each  liability and obligation of the Borrower towards any Creditor Party under any Finance  Document, and that accordingly the Security Trustee will have its own independent right to  demand performance by the Borrower of those liabilities and obligations.  However, any  discharge of any liability or obligation of the Borrower to one of the Security Trustee or another  Creditor Party shall, to the same extent, discharge the corresponding liability or obligation  owing to the others.  (b) Without limiting or affecting the Security Trustee's rights against the Borrower (whether under  this paragraph or under any other provision of the Finance Documents), the Security Trustee  agrees with each other Creditor Party (on a several and separate basis) that, subject as set out  in the next sentence, it will not exercise its rights as a joint creditor with a Creditor Party except  with the consent of the relevant Creditor Party.  However, for the avoidance of doubt, nothing  in the previous sentence shall in any way limit the Security Trustee's right to act in the  protection or preservation of rights under or to enforce any Finance Document (or to do any  act reasonably incidental to any of the foregoing).  (c) Subject to the provisions of this Clause 3.5 (Security Trustee as joint and several creditor), the  Security Trustee holds any security created by a Finance Document in its name and the Security  





 






   33 EUROPE/69638643v8  Trustee shall have full and unrestricted title to and authority in respect of that security, subject  always to the terms of the Finance Documents.  4 DRAWDOWN  4.1 Request for Advance  Subject to the following conditions, the Borrower may request that an Advance be made by  ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m.  (London time) 3 Business Days prior to the intended Drawdown Date.  4.2 Availability  The conditions referred to in Clause 4.1 (Request for Advance) are that:  (a) a Drawdown Date has to be a Business Day during the Availability Period    (b) there shall only be one Advance in respect of each Tranche;  (c) the amount of any Advance in respect of a Tranche shall not exceed the lesser of (i) 65 per  cent. of the Fair Market Value for the relevant Ship, and (ii) $36,725,000 provided that if a  Tranche is drawn down after the Tranche Reduction Date relating to it the amount of that  Tranche shall not exceed the lesser of (i) 65 per cent. of the Fair Market Value for the relevant  Ship and (ii) $35,577,344; and  (d) the aggregate amount of the Advances in respect of the Loan outstanding at any time shall not  exceed the Total Commitments.  4.3 Notification to Lenders of receipt of a Drawdown Notice  The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall  inform each Lender of:  (a) the amount of the Advance, the applicable Tranche thereof and the Drawdown Date;  (b) the amount of that Lender's participation in that Advance; and  (c) the duration of the Interest Period for that Advance.  4.4 Drawdown Notice irrevocable  A Drawdown Notice must be signed by a duly authorised person on behalf of the Borrower;  and once served, a Drawdown Notice cannot be revoked without the prior consent of the  Agent, acting with the authorisation of the Majority Lenders.  4.5 Lenders to make available Contributions  Subject to the provisions of this Agreement, each Lender shall, on and with value on each  Drawdown Date, make available to the Agent for the account of the Borrower the amount due  from that Lender on that Drawdown Date under Clause 2.2 (Lenders' participations).  





 






   34 EUROPE/69638643v8  4.6 Disbursement of Advances  Subject to the provisions of this Agreement, the Agent shall on each Drawdown Date pay to  the Borrower the amounts which the Agent receives from the Lenders under Clause 4.5  (Lenders to make available Contributions); and that payment to the Borrower shall be made to  the account which the Borrower specifies in the Drawdown Notice. If requested by the  Borrower an Advance may be split and be the subject of separate payment instructions in the  Drawdown Notice (including in respect of the pre-positioning of funds with the Builder’s bank  on terms acceptable to the Agent).   4.7 Disbursement of Advances to third party  A payment by the Agent under Clause 4.6 (Disbursement of Advances) shall constitute the  making of the relevant Advance and the Borrower shall thereupon become indebted, as  principal and direct obligor, to each Lender in an amount equal to that Lender's Contribution.  4.8 Cancellation of Commitments  The Commitments which are unutilised at the end of the Availability Period shall then be  cancelled.  5 RATE SWITCH  5.1 Switch to Compounded Reference Rate  Subject to Clause 5.2 (Delayed switch for existing Term Rate Loans), on and from the Rate  Switch Date:  (a) use of the Compounded Reference Rate will replace the use of LIBOR for the calculation of  interest for each Tranche; and  (b) the Loan, a Tranche, any part of the Loan or Unpaid Sum shall be a "Compounded Rate Loan"  and Clause 6.3 (Calculation of interest – Compounded Rate Loans) shall apply to the Loan, each  such Tranche, any such part of the Loan or Unpaid Sum.  5.2 Delayed switch for existing Term Rate Loans  If the Rate Switch Date falls before the last day of an Interest Period for a Term Rate Loan:  (a) the Loan, that Tranche, relevant part of the Loan or Unpaid Sum (as applicable) shall continue  to be a Term Rate Loan for that Interest Period and Clause 6.2 (Calculation of interest – Term  Rate Loans) shall continue to apply to the Loan, that Tranche, relevant part of the Loan or  Unpaid Sum (as applicable) for that Interest Period;  (b) any provision of this Agreement which is expressed to relate solely to a Compounded Rate  Loan shall not apply in relation to the Loan, that Tranche, relevant part of the Loan or Unpaid  Sum (as applicable) for that Interest Period; and  (c) on and from the first day of the next Interest Period (if any) for the Loan, that Tranche,  relevant  part of the Loan or Unpaid Sum (as applicable):  (i) the Loan, that Tranche, relevant part of the Loan or Unpaid Sum (as applicable) shall  be a "Compounded Rate Loan"; and  





 






   35 EUROPE/69638643v8  (ii) Clause 6.3 (Calculation of interest – Compounded Rate Loans) shall apply to it.  5.3 Early termination of Interest Periods for existing Term Rate Loans  If:  (a) an Interest Period for a Term Rate Loan would otherwise end on a day which falls after the  Rate Switch Date; and  (b) before the date of selection of that Interest Period:  (i) the Backstop Rate Switch Date was scheduled to occur during that Interest Period; or  (ii) notice of a Rate Switch Trigger Event Date falling during that Interest Period had been  given pursuant to sub-paragraph (ii) of paragraph (a) of Clause 5.4 (Notification by the  Agent),  that Interest Period will instead end on the Rate Switch Date.  5.4 Notification by the Agent  (a) Subject to paragraph (c) below, following the occurrence of a Rate Switch Trigger Event, the  Agent shall:  (i) promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event,  notify the Borrower and the Lenders of that occurrence; and  (ii) promptly upon becoming aware of the date of the Rate Switch Trigger Event Date,  notify the Borrower and the Lenders of that date.  (b) The Agent shall, promptly upon becoming aware of the occurrence of the Rate Switch Date,  notify the Borrower and the Lenders of that occurrence.  (c) The parties agree that the FCA Cessation Announcement constitutes a Rate Switch Trigger  Event, that the Rate Switch Trigger Event Date applicable to such Rate Switch Trigger Event will  be 1 July 2023 and that the Agent is not under any obligation under paragraph (a) above to  notify any party of such Rate Switch Trigger Event or Rate Switch Trigger Event Date resulting  from the FCA Cessation Announcement.   (d) For the purposes of paragraph (c) above, the "FCA Cessation Announcement" means the  announcement on 5 March 2021 by the UK's Financial Conduct Authority that all LIBOR settings  will, as of certain specified future dates, either cease to be provided by any administrator or  no longer be representative of the market and economic reality that they are intended to  measure and that such representativeness will not be restored.  6 INTEREST  6.1 Payment of normal interest  Subject to the provisions of this Agreement, interest on a Tranche in respect of an Interest  Period shall be paid by the Borrower on the last date of that Interest Period.  





 






   36 EUROPE/69638643v8  6.2 Calculation of interest – Term Rate Loans  Subject to the provisions of this Agreement, the rate of interest on each Term Rate Loan in  respect of an Interest Period shall be the aggregate of the Margin and LIBOR for that Interest  Period.  6.3 Calculation of interest – Compounded Rate Loans  (a) The rate of interest on each Compounded Rate Loan for any day during an Interest Period is  the percentage rate per annum which is the aggregate of the Margin and the Compounded  Reference Rate for that day.  (b) If any day during an Interest Period for a Compounded Rate Loan is not a RFR Banking Day, the  rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the  immediately preceding RFR Banking Day.  6.4 Payment of accrued interest  In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3  months during that Interest Period and on the last day of that Interest Period.  6.5 Notification of rates of interest  (a) The Agent shall notify the Borrower and each Lender of each rate of interest relating to a Term  Rate Loan as soon as practicable after each is determined.  (b) The Agent shall promptly upon a Compounded Rate Interest Payment being determinable,  notify:  (i) the Borrower of that Compounded Rate Interest Payment;   (ii) (each Lender of the proportion of that Compounded Rate Interest Payment which  relates to that Lender's participation in the relevant Compounded Rate Loan; and  (iii) the Lenders and the Borrower of:  (A) each applicable rate of interest relating to the determination of that  Compounded Rate Interest Payment; and  (B) to the extent it is then determinable, the Market Disruption Rate (if any)  relating to the relevant Compounded Rate Loan.    This paragraph (b) shall not apply to any Compounded Rate Interest Payment determined  pursuant to Clause 6.16 (Cost of funds).  (c) The Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan, any  part of the Loan or any Unpaid Sum.  (d) The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate  of interest relating to a Compounded Rate Loan to which Clause 6.16 (Cost of funds) applies.   (e) This Clause 6.5 (Notification of Interest Periods and rates of normal interest) shall not require  the Agent to make any notification to any party on a day which is not a Business Day.  





 






   37 EUROPE/69638643v8  6.6 Role of Reference Banks  (a) No Reference Bank is under any obligation to provide a quotation or any other information to  the 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 6.6 (Role of  Reference Banks) subject to Clause 37.4 (Third Party rights) and the provisions of the Third  Parties Act.  6.7 Third Party Reference Banks  A Reference Bank which is not a Party may rely on Clause 6.6 (Role of Reference Banks), Clause  34.3 (Replacement of Screen Rate) and Clause 33 (Confidentiality of Funding Rates and  Reference Bank Quotations) subject to Clause 37.4 (Third Party rights) and the provisions of  the Third Parties Act.  6.8 Unavailability of Screen Rate before Rate Switch Date  (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 6.16 (Cost of funds) shall apply to the Loan or that part of the Loan for  that Interest Period.  6.9 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 Date none or only one of the Reference Banks supplies a  quotation, there shall be no Reference Bank Rate for the relevant Interest Period.  





 






   38 EUROPE/69638643v8  6.10 Market disruption – Term Rate Loans  (a) In the case of a Term Rate Loan, if before close of business in London on the Quotation Date  for the relevant Interest Period the Agent receives notification from a Lender or Lenders  (whose participations in the Loan or the relevant part of the Loan exceed 50 per cent. of the  Loan or the relevant part of the Loan as appropriate) (the "Affected Lender") that:  (i) 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;  (ii) the cost to the Affected Lender of obtaining matching deposits in the Relevant  Interbank Market would be in excess of LIBOR;  (iii) the methodology, formula or other means of determining LIBOR has in the opinion of  the Affected Lender materially changed; or  (iv) in the opinion of the Affected Lender, LIBOR is otherwise no longer appropriate for the  purposes of calculating interest under this Agreement,  then Clause 6.16 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable)  for the relevant Interest Period.  (b) The Agent shall notify the Borrower and each of the Lenders stating the circumstances falling  within Clause 6.10 (Market disruption- Term Rate Loans) which have caused its notice to be  given.  (c) If the Agent's notice under paragraph (b) above is served before an Advance is to be made the  Lenders' obligations to make or participate in that Advance (as the case may be) shall be  suspended while the circumstances referred to in the Agent's notice continue.   (d) The Borrower, the Agent and the Lenders or (as the case may be) the Affected Lender shall use  reasonable endeavours to agree, within the 15 days after the date on which the Agent serves  its notice under paragraph (b) above (the "Negotiation Period"), an alternative interest rate  or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected  Lender to fund or continue to fund their or its Contribution during the relevant Interest Period  concerned.  (e) Any alternative interest rate or an alternative basis which is agreed during the Negotiation  Period shall take effect in accordance with the terms agreed and shall, with the prior consent  of all the Lenders and the Borrower, be binding on all Parties.  6.11 Alternative rate of interest in absence of agreement  If an alternative interest rate or alternative basis is not agreed in relation to a Term Rate Loan  within the Negotiation Period, and the relevant circumstances are continuing at the end of the  Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case  may be) the Affected Lender, set an interest period and interest rate representing the cost of  funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available  currency of their or its Contribution plus the Margin; and the procedure provided for by this  Clause 6.11 (Alternative rate of interest in absence of agreement) shall be repeated if the  relevant circumstances are continuing at the end of the interest period so set by the Agent.  6.12 Notice of prepayment  





 






   39 EUROPE/69638643v8  If the Borrower does not agree with an interest rate set by the Agent under Clause 6.11  (Alternative rate of interest in absence of agreement), the Borrower may give the Agent not  less than 10 Business Days' notice of its intention to prepay the relevant Advance at the end  of the interest period set by the Agent.  6.13 Prepayment  A notice under Clause 6.12 (Notice of prepayment) shall be irrevocable; the Agent shall  promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower's  notice of intended prepayment; and on the last Business Day of the interest period set by the  Agent, the Borrower shall prepay (without premium or penalty) the relevant Advance,  together with accrued interest thereon at the applicable rate plus the Margin.  6.14 Application of prepayment  The provisions of Clause 9 (Repayment, Prepayment and Cancellation) shall apply in relation to  the prepayment.  6.15 Market disruption – Compounded Rate Loans  In the case of a Compounded Rate Loan, if:  (a) a Market Disruption Rate is specified in the Compounded Rate Terms for that Loan; and  (b) before the Reporting Time for the Loan or any part of the Loan, the Agent receives notifications  from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan  exceed 33.3 per cent. of the Loan or the relevant part of the Loan as appropriate) that its cost  of funds relating to its participation in the Loan or that part of the Loan would be in excess of  that Market Disruption Rate,  then Clause 6.16 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable)  for the relevant Interest Period.  6.16 Cost of funds  (a) If this Clause 6.16 (Cost of funds) applies neither Clause 6.2 (Calculation of interest – Term Rate  Loans) nor 6.3 (Calculation of interest – Compounded Rate Loans) shall apply and the rate of  interest on each Lender's share of 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 rate notified to the Agent by that Lender as soon as practicable and in any event  (A) in relation to a Term Rate Loan, before interest is due to be paid in respect of  that Interest Period; or  (B) in relation to a Compounded Rate Loan, the Reporting Time for that  Compounded Rate Loan,  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.  





 






   40 EUROPE/69638643v8  (b) If paragraph (c) below does not apply and any rate notified to the Agent under sub-paragraph  (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.  (c) If this Clause 6.16 (Cost of funds) applies pursuant to Clause 6.10 (Market disruption) and:  (i) in relation to a Term Rate Loan:  (A) a Lender's Funding Rate is less than LIBOR; or  (B) 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.  (ii) in relation to a Compounded Rate Loan:  (A) a Lender's Funding Rate is less than the relevant Market Disruption Rate; or   (B) a Lender does not supply a quotation by the time specified in sub-paragraph  (ii) of paragraph (a) above,  that Lender's cost of funds relating to its participation in the Loan or the relevant part  of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (a)  above, to be the Market Disruption Rate for that Compounded Rate Loan.  6.17 Break Costs  (a) The Borrower shall, within three Business Days of demand by a Creditor Party, pay to that  Creditor Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being  paid by the 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.  (b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a  certificate confirming the amount of its Break Costs for any Interest Period in which they  accrue.  6.18 Calculation of Margin  The "Margin" for purposes of this Agreement shall be calculated as follows:   (a) from the date of this Agreement until any adjustment is made pursuant to paragraph (b) below  of this Clause 6.18 (Calculation of Margin), the Margin shall be 1.8 per cent. per annum;   (b) from and including 1 January 2023, the Margin shall be adjusted on the date of delivery by the  Borrower of each annual compliance certificate in accordance with paragraph (e) of Clause  12.5 (Provision of financial statements) provided with the financial statements referred to in  paragraph (a) of Clause 12.5 (Provision of financial statements) such that:   (i) in the event that the information provided by the Borrower in such compliance  certificate confirms that the Borrower has met or exceeded its target AER Trajectory  Values in respect of the weighted average of the Annual Efficiency Ratio for the  





 






   41 EUROPE/69638643v8  preceding year in respect of the AER Reference Vessels, the Margin shall be 1.75 per  cent. per annum until the earlier of (A) the date of delivery of the next such annual  compliance certificate; and (B) the date falling 121 days after the end of the financial  year of the Borrower then current; and  (ii) in the event that the information provided by the Borrower included in such  compliance certificate confirms to the satisfaction of the Agent that the Borrower has  not met its target AER Trajectory Values in respect of the weighted average of the  Annual Efficiency Ratio for the preceding year in respect of the AER Reference Vessels  or if the Borrower has failed to provide the relevant compliance certificate in  accordance with paragraph (e) of Clause 12.5 (Provision of financial statements), the  Margin shall be 1.85 per cent. per annum.   6.19 Changes to reference rates  (a) Any amendment or waiver which relates to:  (i) providing for the use of a Replacement Reference Rate in place of that Published Rate;  and  (ii)   (A) aligning any provision of any Finance Document to the use of that Replacement  Reference Rate;  (B) enabling that Replacement Reference Rate to be used for the calculation of  interest under this Agreement (including, without limitation, any  consequential changes required to enable that Replacement Reference Rate  to be used for the purposes of this Agreement);  (C) implementing market conventions applicable to that Replacement Reference  Rate;  (D) providing for appropriate fallback (and market disruption) provisions for that  Replacement Reference Rate; or  (E) adjusting the pricing to reduce or eliminate, to the extent reasonably  practicable, any transfer of economic value from one Party to another as a  result of the application of that Replacement Reference Rate (and if any  adjustment or method for calculating any adjustment has been formally  designated, nominated or recommended by the Relevant Nominating Body,  the adjustment shall be determined on the basis of that designation,  nomination or recommendation),  may be made with the consent of the Agent (acting on the instructions of the Lenders) and the  Borrower.  (b) An amendment or waiver that relates to, or has the effect of, aligning the means of calculation  of interest on a Compounded Rate Loan under this Agreement to any recommendation of a  Relevant Nominating Body which:  (i) relates to the use of the RFR on a compounded basis in the international or any  relevant domestic syndicated loan markets; and  





 






   42 EUROPE/69638643v8  (ii) is issued on or after the date of this Agreement,  may be made with the consent of the Agent (acting on the instructions of the Lenders)  and  the Borrower.  (c) If any Lender fails to respond to a request for an amendment or waiver described in, or for any  other vote of Lenders in relation to, paragraphs (a) or (b) above, within 10 Business Days (or  such longer time period in relation to any request which the Borrower and the Agent may  agree) 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.  (d) In this Clause 6.19 (Changes to reference rates):  "Published Rate" means:  (a) the RFR; or  (b) the Screen Rate.  "Relevant Nominating Body" means any applicable central bank, regulator or other  supervisory authority or a group of them, or any working group or committee sponsored or  chaired by, or constituted at the request of, any of them or the Financial Stability Board.  "Replacement Reference Rate" means a reference rate which is:  (a) formally designated, nominated or recommended as the replacement for a Published  Rate by:  (i) the administrator of that Published Rate (provided that the market or  economic reality that such reference rate measures is the same as that  measured by that Published Rate); or  (ii) any Relevant Nominating Body,  and if replacements have, at the relevant time, been formally designated, nominated  or recommended under both paragraphs, the "Replacement Reference Rate" will be  the replacement under sub-paragraph (ii) above;  (b) in the opinion of the Majority Lenders and the Borrower, generally accepted in the  international or any relevant domestic syndicated loan markets as the appropriate  successor to a Published Rate; or  (c) in the opinion of the Majority Lenders and the Borrower, an appropriate successor to  a Published Rate.  





 






   43 EUROPE/69638643v8  7 INTEREST PERIODS  7.1 Commencement of Interest Periods  The first Interest Period applicable to a Tranche shall commence on the Drawdown Date  relating to that Tranche and each subsequent Interest Period shall commence on the expiry of  the preceding Interest Period.  7.2 Duration and consolidation of normal Interest Periods  Subject to Clauses 7.3 (Duration of Interest Periods for repayment instalments) and 7.4 (No  Interest Period to extend beyond final Maturity Date), each Interest Period shall be:  (a) if:  (i) the Tranche is not a Compounded Rate Loan, 3 or 6 months as notified by the Borrower  to the Agent not later than 11.00 a.m. (London time) 3 Business Days before the  commencement of the Interest Period; or  (ii) if the Tranche is a Compounded Rate Loan, any period specified in the Compounded  Rate Terms; or   (b) in the case of the first Interest Period applicable to the second Advance, a period starting on  the Drawdown Date of such Advance and ending on the last day of the Interest Period  applicable to the Loan on the date on which such Advance is made; or  (c) if the Borrower fails to select an Interest Period in a Drawdown Notice or does not notify the  Agent by the time specified in paragraph (a) (i) above, 3 months or, if the Tranche is a  Compounded Rate Loan, the period specified in the Compounded Rate Terms; or  (d) such other period as the Agent may, with the authorisation of all the Lenders, agree with the  Borrower.  No Interest Period for a Compounded Rate Loan shall be longer than three months and no  Interest Rate for a Term Rate Loan shall extend beyond the Backstop Rate Switch Date.  7.3 Duration of Interest Periods for repayment instalments  In respect of an amount due to be repaid under Clause 9 (Repayment, Prepayment and  Cancellation) on a particular Repayment Date, an Interest Period shall end on that Repayment  Date.  7.4 No Interest Period to extend beyond final Maturity Date  No Interest Period shall end after the Maturity Date and any Interest Period which would  otherwise extend beyond the Maturity Date shall instead end on the Maturity Date.  7.5 Non-availability of matching deposits for Interest Period selected  If, after the Borrower has selected and the Lenders have agreed an Interest Period longer than  3 months, any Lender notifies the Agent by 11.00 a.m. (London time) on the second Business  Day before the commencement of that Interest Period that it is not satisfied that deposits in  Dollars for a period equal to that Interest Period will be available to it in the London Interbank  





 






   44 EUROPE/69638643v8  Market when that Interest Period commences, that Interest Period shall be of 3 months unless  otherwise agreed by the Agent (acting on the instructions of the Lenders) and the Borrower.  7.6 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  precedent Business Day (if there is not).  8 DEFAULT INTEREST  8.1 Default interest  (a) If the Borrower fails to pay any amount payable by it under a Finance Document other than a  Master Agreement 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 two percentage points 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 Agent.  Any interest accruing under this Clause 8.1 (Default interest)  shall be immediately payable by the Borrower on demand by the Agent.  (b) If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not  the last day of an Interest Period relating to the Loan or that part of the Loan:  (i) the first Interest Period for that Unpaid Sum shall have a duration equal to the  unexpired portion of the current Interest Period relating to the Loan or that part of the  Loan; and  (ii) the rate of interest applying to that Unpaid Sum during that first Interest Period shall  be two percentage points 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.  9 REPAYMENT, PREPAYMENT AND CANCELLATION  9.1 Repayment of Loan  (a) The Borrower shall repay each Tranche by 12 or, if a Tranche is drawn down after the relevant  Tranche Reduction Date, 11 equal consecutive semi-annual instalments of $1,147,656  together with a balloon instalment in the amount of $22,953,128 payable simultaneously with  the 12th and last such instalment (each such instalment, including the balloon instalments, a  "Repayment Instalment").  (b) The first Repayment Instalment shall be payable:  (i) in respect of Tranche A, on the earlier of (A) the date falling six months after the  Delivery Date of Ship 1 and (B) 15 August 2022; and  





 






   45 EUROPE/69638643v8  (ii) in respect of Tranche B, on the earlier of (A) the date falling six months after the  Delivery Date of Ship 2 and (B) 31 August 2022.  (c) If no Advance under a Tranche has been made by the relevant Tranche Reduction Date, the  Commitment in respect of such Tranche shall on and from by the relevant Tranche Reduction  Date be reduced by $1,147,656.  (d) If less than the maximum amount of a Tranche is advanced, the Repayment Instalments for  that Tranche, including the balloon instalment, shall be reduced proportionally.  9.2 Maturity Date  On the Maturity Date, the Borrower shall additionally pay to the Agent for the account of the  Creditor Parties all other sums then accrued or owing under any Finance Document.  9.3 Voluntary prepayment  (a) Subject to the following conditions in Clauses 9.4 (Conditions for voluntary prepayment), 9.5  (Effect of notice of prepayment) and 9.6 (Notification of notice of prepayment), the Borrower  may prepay the whole or any part of the Loan.  (b) Any voluntary prepayment pursuant to this Clause 9.3(Voluntary prepayment) shall be applied  pro rata to each Tranches and, within each Tranche, against the Repayment Instalments pro  rata.  9.4 Conditions for voluntary prepayment  The conditions referred to in Clause 9.3 (Voluntary prepayment) are that:  (a) a partial prepayment shall be $1,000,000 or a higher integral multiple of $1,000,000;  (b) the Agent has received from the Borrower at least 3 Business Days' prior written notice in the  case of a Term Rate Loan or 5 RFR Banking Days prior written notice in the case of a  Compounded Rate Loan specifying:  (i) the amount to be prepaid; and  (ii) the date on which the prepayment is to be made;  (c) the Borrower has provided evidence satisfactory to the Agent that any consent required by the  Borrower or any Security Party in connection with the prepayment has been obtained and  remains in force, and that any requirement relevant to this Agreement which affects the  Borrower or any Security Party has been complied with.   9.5 Effect of notice of prepayment  A prepayment notice may not be withdrawn or amended without the consent of the Agent,  given with the authorisation of the Majority Lenders, and the amount specified in the  prepayment notice shall become due and payable by the Borrower on the date for prepayment  specified in the prepayment notice.  





 






   46 EUROPE/69638643v8  9.6 Notification of notice of prepayment  The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall  provide any Lender which so requests with a copy of any document delivered by the Borrower  under paragraphs (b) and (c)of Clause 9.4 (Conditions for voluntary prepayment).  9.7 Mandatory prepayment on sale or Total Loss  (a) If a Ship is sold or becomes a Total Loss,  the Borrower shall be obliged to prepay the Tranche  in respect of that Ship in full (i) if the Ship is sold, on or before the date on which the sale is  completed by delivery of that Ship to the buyer, or (ii) if the Ship becomes a Total Loss, on the  earlier of the date falling 90 days after the Total Loss Date and the date of receipt by the  Security Trustee of the proceeds of insurance relating to such Total Loss (in each case, the  "Relevant Date").  The Borrower shall also prepay such part of the Loan and shall eliminate  any shortfall arising if the ratio set out in Clause 16 (Security Cover) were applied immediately  following the prepayment referred to its this paragraph (a).  (b) If any of the following occurs in respect of a Ship, the Agent may by written notice to the  Borrower cancel the Tranche relating to such Ship:   (A) the Shipbuilding Contract is cancelled, terminated, rescinded or suspended or  otherwise ceases to remain in force for any reason; or  (B) the Shipbuilding Contract is amended, varied or assigned without the prior  written consent of the Agent (acting on the instructions of the Majority  Lenders) except for any such amendment, variation or assignment as is  permitted by this Agreement or any other relevant Finance Document; or  (C) the Ship has not for any reason been delivered to, and accepted by, the  Borrower under the Shipbuilding Contract by the Cut-Off Date.  (c) This Clause 9.7 (Mandatory prepayment and cancellation on sale or Total Loss or termination  of Shipbuilding Contract) is without prejudice to the provisions of Clause 16.1 (Minimum  required security cover).  9.8 Mandatory prepayment and cancellation on Change of Control  If there is a Change of Control, the Borrower shall be obliged to prepay the Loan in full and the  Commitments shall terminate not later than 60 days following the occurrence of the Change  of Control.  9.9 Mandatory prepayment and cancellation on breach of financial covenants  If the Borrower is not in compliance with the financial covenants in Clause 13.5 (Financial  Covenants) at any time during the Security Period, the Commitments shall be immediately  cancelled and the Borrower shall be obliged to repay the Loan in full not later than 5 days  following a request in writing from the Agent (acting on the instructions of the Majority  Lenders) to the Borrower to repay the Loan.  9.10 Amounts payable on prepayment  A prepayment shall be made together with accrued interest (and any other amount payable  under Clause 22 (Indemnities) or otherwise) in respect of the amount prepaid and subject to  





 






   47 EUROPE/69638643v8  the fees provided for in Clause 9.12 (Prepayment Fee) and, if the prepayment is not made on  the last day of an applicable Interest Period, together with any sums payable under paragraph  (b) of Clause 22.1 (Indemnities) but without premium or penalty.  9.11 No reborrowing  No amount repaid may be reborrowed.  9.12 Prepayment fee  Following the Rate Switch Date, if the Borrower makes more than 3 prepayments in a 12 month  period, it must pay to the Agent a prepayment fee on the date of each subsequent prepayment  of all or any part of the Loan in the amount of US$5,000.   9.13 Voluntary cancellation of Commitments  Subject to the following conditions, the Borrower may cancel the whole or any part of the Total  Available Commitments.  9.14 Conditions for cancellation of Commitments  The conditions referred to in Clause 9.12 (Voluntary cancellation of Commitments) are that:  (a) a partial cancellation shall be $1,000,000 or a higher integral multiple of $1,000,000; and  (b) the Agent has received from the Borrower at least 3 Business Days' prior written notice  specifying the amount of the Total Commitments to be cancelled and the date on which the  cancellation is to take effect.  9.15 Effect of notice of cancellation  The service of a cancellation notice given under Clause 9.14 (Conditions for cancellation of  Commitments) shall cause the amount of the Total Commitments specified in the notice to be  permanently cancelled and any partial cancellation shall be applied against the Commitment  of each Lender pro rata and pro rata against the Term Commitment in respect of each Tranche.  9.16 Unwinding of Designated Transactions  On or prior to any full or partial repayment or prepayment of the Loan under this Clause 9  (Repayment, Prepayment and Cancellation) or any other provision of this Agreement, the  Borrower shall wholly or partially reverse, offset, unwind or otherwise terminate one or more  of the continuing Designated Transactions so that the notional principal amount of the  continuing Designated Transactions thereafter remaining does not and will not in the future  (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing  from time to time thereafter pursuant to 9.1 (Repayment of Loan).  9.17 Right of replacement or repayment and cancellation in relation to a single Lender  (a) So long as no Potential Event of Default or Event of Default has occurred and is continuing, if:  (i) any sum payable to any Lender by the Borrower is required to be increased under  paragraph (c) of Clause 23.2 (Grossing-up for taxes) or under that clause as  incorporated by reference or in full in any other Finance Document; or  





 






   48 EUROPE/69638643v8  (ii) any Lender claims indemnification from the Borrower under Clause 23.10 (Tax  indemnity) or Clause 29 (Increased Costs);  the Borrower may whilst the circumstance giving rise to the requirement for that increase or  indemnification continues give the 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, any Commitment of  that Lender shall immediately be reduced to zero.  (c) On the last day of each Interest Period which ends after the Borrower has given notice of  cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified  by the Borrower in that notice), the Borrower shall repay that Lender's participation in the  Loan.  10 CONDITIONS PRECEDENT  10.1 Documents, fees and no default  Each Lender's obligation to contribute to an Advance is subject to the following conditions  precedent:   (a) that, on or before the date of this Agreement, the Agent receives the documents and fees  described in Part A of Schedule 4 (Condition Precedent Documents) in form and substance  satisfactory to the Agent and its lawyers;  (b) that, on or before each Drawdown Date:  (i) the Agent receives the documents described in Part B of Schedule 4 (Condition  Precedent Documents) in form and substance satisfactory to the Agent and its lawyers;  and  (ii) during the period from 31 December 2020 to the date of the initial Drawdown Notice  and the relevant Drawdown Date, nothing shall have occurred (and neither the Agent  nor any of the Lenders shall have become aware of any condition or circumstance not  previously known to it or them) which the Agent or the Lenders shall determine has  had, or could reasonably be expected to have, a material adverse effect (A) on the  rights or remedies of the Lenders, (B) on the performance of the Borrower or the  Group of their respective obligations to the Lenders, (C) with respect to the Loan or (D)  on the property, assets, nature of assets, operations, liabilities or condition (financial  or otherwise) of the Borrower or the Group;  (c) that both at the date of each Drawdown Notice and at each Drawdown Date:  (i) no Event of Default or Potential Event of Default has occurred and is continuing or  would result from the borrowing of the relevant Advance;   (ii) the representations and warranties in Clause 11 (Representations and Warranties) and  those of the Borrower or any Security Party which are set out in the other Finance  Documents would be true and not misleading if repeated on each of those dates with  reference to the circumstances then existing; and  





 






   49 EUROPE/69638643v8  (iii) none of the circumstances contemplated by Clause 6.10 (Market disruption) has  occurred and is continuing; and  (iv) since the filing of the latest audited financial statements, nothing shall have occurred  (and neither the Agent nor any of the Lenders shall have become aware of any  condition or circumstance not previously known to it or them) which the Lenders shall  determine has had, or could reasonably be expected to have, a material adverse effect  (v) on the rights or remedies of the Lenders, (w) on the performance of the Borrower  or the Borrower and its subsidiaries of their obligations to the Lenders, (x) with respect  to this Agreement or (y) on the property, assets, nature of assets, operations, liabilities  or condition (financial or otherwise) of the Borrower or the Borrower and its  subsidiaries.  (d) that, if the ratio set out in Clause 16.1 (Minimum required security cover) were applied on the  basis of the most recently provided valuations and immediately following the making of the  relevant Advance, the Borrower would not be obliged to provide additional security or prepay  part of the Loan under that Clause; and  (e) that the Agent has received, and found to be acceptable to it, any further opinions, consents,  agreements and documents in connection with the Finance Documents which the Agent may,  with the authorisation of the Majority Lenders, reasonably request by notice to the Borrower  prior to the relevant Drawdown Date.  10.2 Waiver of conditions precedent  If the Majority Lenders, at their discretion, permit an Advance to be borrowed before certain  of the conditions referred to in Clause 10.1 (Documents, fees and no default) are satisfied, the  Borrower shall ensure that those conditions are satisfied within 5 Business Days after the  relevant Drawdown Date (or such other period as the Agent may, with the authorisation of the  Majority Lenders, specify).  11 REPRESENTATIONS AND WARRANTIES  11.1 General  The Borrower represents and warrants to each Creditor Party as follows.  11.2 Status  The Borrower is duly incorporated, validly existing and in good standing under the laws of, and  has the centre of its main interests in, Belgium.  11.3 Corporate power  The Borrower has the corporate capacity, and has taken all corporate action and obtained all  consents necessary for it:  (a) to execute the Finance Documents and the Master Agreements to which the Borrower is a  party;   (b) to borrow under this Agreement, to enter into Designated Transactions under the Master  Agreements to which the Borrower is a party and to make all the payments contemplated by,  and to comply with, those Finance Documents and those Master Agreements; and  





 






   50 EUROPE/69638643v8  (c) to execute the Shipbuilding Contracts, to purchase and pay for each Ship under such  Shipbuilding Contracts, and to register each Ship in its name under an Approved Flag.   11.4 Consents in force  All the consents referred to in Clause 11.3 (Corporate power) remain in force and nothing has  occurred which makes any of them liable to revocation.  11.5 Legal validity; effective Security Interests  The Finance Documents and the Master Agreements to which the Borrower is a party, do now  or, as the case may be, will, upon execution and delivery (and, where applicable, registration  as provided for in the Finance Documents):   (a) constitute the Borrower's legal, valid and binding obligations enforceable against the Borrower  in accordance with their respective terms; and  (b) create legal, valid and binding Security Interests enforceable in accordance with their  respective terms over all the assets to which they, by their terms, relate;  subject to any relevant mandatory insolvency laws affecting creditors' rights generally and to  general equity principles.  11.6 No third party Security Interests  Without limiting the generality of Clause 11.5 (Legal validity; effective Security Interests), at  the time of the execution and delivery of each Finance Document and each Master Agreement:   (a) the Borrower that is a party to that Finance Document or Master Agreement will have the right  to create all the Security Interests which that Finance Document or Master Agreement  purports to create; and  (b) no third party will have any Security Interest (except for Permitted Security Interests) or any  other interest, right or claim over, in or in relation to any asset to which any such Security  Interest, by its terms, relates.  11.7 No conflicts  The execution by the Borrower of each Finance Document and each Master Agreement to  which it is a party, and the borrowing by the Borrower of the Loan, and the Borrower's  compliance with each Finance Document and each Master Agreement to which it is a party will  not involve or lead to a contravention of:  (a) any law or regulation applicable to it; or  (b) the constitutional documents of the Borrower; or  (c) any contractual or other obligation or restriction which is binding on the Borrower or any of its  subsidiaries or any of their respective assets.  11.8 No default  No Event of Default or Potential Event of Default has occurred and is continuing.  





 






   51 EUROPE/69638643v8  11.9 Information  All information which has been provided in writing by or on behalf of the Borrower or any  Security Party to the Mandated Lead Arranger or any other Creditor Party in connection with  any Finance Document satisfied the requirements of Clause 12.4 (Information provided to be  accurate); all audited and unaudited accounts which have been so provided satisfied the  requirements of Clause 12.6 (Form of financial statements); and there has been no material  adverse change in the property, assets, nature of assets, operations, liabilities or condition  (financial or otherwise) of the Borrower and its subsidiaries since 31 December 2020.  11.10 No litigation  No litigation, arbitration or administrative proceedings (including, but not limited to,  investigative proceedings) involving the Borrower has been threatened, commenced or taken  or, to the Borrower's knowledge, is likely to be commenced or taken which, in any case, would  be likely to have a material adverse effect on the property, assets, nature of assets, operations,  liabilities or condition (financial or otherwise) of the Borrower and its subsidiaries or on the  ability of the Borrower to perform its obligations under the Finance Documents.  11.11 Compliance with certain undertakings  At the date of this Agreement, the Borrower is in compliance with Clauses 12.2 (Title; negative  pledge) and 12.12 (Principal place of business).  11.12 Taxes paid  The Borrower has paid all taxes applicable to, or imposed on or in relation to, the Borrower  and its business.  11.13 No money laundering  Without prejudice to the generality of Clause 2.3 (Purpose of Advances), in relation to the  utilisation by the Borrower of the Advances granted or to be granted to it under this  Agreement, the performance and discharge of its obligations and liabilities under the Finance  Documents to which it is a party, and the transactions and other arrangements effected or  contemplated by the Finance Documents to which it is a party, the Borrower confirms that it  is acting for its own account and that the foregoing will not involve or lead to contravention of  any law, official requirement or other regulatory measure or procedure implemented to  combat "money laundering" (as defined in Article 1 of the Directive 2015/849/EC of the  European Parliament and of the Council of the European Union of 20 May 2015).  11.14 Anti-Corruption Laws  (a) The Borrower or its subsidiaries or, to the best of the Borrower's knowledge, any director,  officer or employee,  has conducted its business in compliance with all applicable Anti- Corruption Laws and has not engaged in any activity or conduct which would violate any  applicable anti-bribery, anti-corruption or anti-money laundering laws and has instituted and  maintained policies and procedures designed to promote and achieve compliance with such  laws.  (b) To the best of the Borrower's knowledge, no actions or investigations by any governmental or  regulatory agency are ongoing or threatened against the Group or any of its directors, officers  or employees in relation to an alleged breach of the Anti-Bribery and Corruption Laws.  





 






   52 EUROPE/69638643v8  (c) The Borrower will not directly or indirectly use, lend or contribute the proceeds raised under  the Agreement for any purpose that would breach the Anti-Bribery and Corruption Laws  11.15 Sanctions  (a) The Borrower has instituted and maintains policies and procedures designed to prevent  sanctions violations (by the Borrower and their Subsidiaries and by persons associated with  the Borrower and their Subsidiaries).  (b) Each Sanctions Relevant Person has been and is in compliance with all Sanctions Laws and no  Sanctions Relevant Person:  (i) is a Restricted Party, or is involved in any transaction through which it is likely to  become a Restricted Party; or  (ii) has received formal notice in writing of any inquiry, claim, action, suit, proceeding or  investigation against it with respect to Sanctions Laws.  11.16 ISM Code and ISPS Code compliance  All requirements of the ISM Code and the ISPS Code as they relate to the Borrower, the  Approved Manager and the Ships have been, or will be, complied with at the time of the  Drawdown Date relating to each Ship.  11.17 Pari passu obligations  The payment obligations of the Borrower under this Agreement, the Master Agreements and  the other Finance Documents 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  the companies generally.  11.18 Environmental matters  Except as many have been disclosed by the Borrower in writing to, and acknowledged in  writing by, the Agent:  (a) the Borrower has complied with the provisions of all Environmental Laws;  (b) the Borrower has obtained all Environmental Approvals and is in compliance with all  Environmental Approvals;  (c) the Borrower has not received notice of any Environmental Claim that alleges that it is not in  compliance with any Environmental Law of any Environmental Approval;  (d) there is no Environmental Claim pending or, to the best of the Borrower's knowledge and belief  (having made due enquiry), threatened against the Borrower or any Ship; and  (e) no Environmental Incident which could or might give rise to any Environmental Claim has  occurred.  11.19 Deduction of Tax  The Borrower is not required to make any Tax Deduction from any payment it may make under  any Finance Document.  





 






   53 EUROPE/69638643v8  11.20 Validity and completeness of Shipbuilding Contracts   Each Shipbuilding Contract constitutes valid, binding and enforceable obligations of the Builder  and the Borrower respectively in accordance with its terms, and:   (a) the copy of each Shipbuilding Contract delivered to the Lenders before the date of this  Agreement is a true and complete copy; and  (b) no further amendments or additions to any Shipbuilding Contract have been agreed nor has  the Borrower or the Builder waived any of their respective rights under any Shipbuilding  Contract.  11.21 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 the Borrower or any  other member of the Group, the Builder or a third party in connection with the purchase by  the Borrower of a Ship, other than as disclosed to the Agent in writing on or before the date  of this Agreement.  11.22 Anti-Money Laundering Laws  The operations of the Borrower are and have been conducted at all times in compliance with  all applicable anti-money laundering statutes of all jurisdictions in which the Borrower conduct  business, the rules and regulations thereunder and any related or similar rules, regulations or  guidelines, issued, administered or enforced by any governmental agency including regulations  governing predicate offences for money laundering (collectively, "Anti-Money Laundering  Laws") and no action, suit or proceeding by or before any court or governmental agency,  authority or body or any arbitrator involving the Borrower or its management board with  respect to Money Laundering Laws is pending and no such actions, suits or proceedings are  threatened or contemplated. The Borrower has instituted and maintained, and will continue  to maintain and enforce, policies and procedures which are designed to promote compliance  with Anti-Money Laundering Laws.  12 GENERAL UNDERTAKINGS  12.1 General  The Borrower undertakes with each Creditor Party to comply with the following provisions of  this Clause 12 (General Undertakings) at all times during the Security Period except as the  Agent may, with the authorisation of the Majority Lenders, otherwise permit.  12.2 Title; negative pledge  The Borrower shall hold the legal title to, and own the entire beneficial interest in any Ship  owned by the Borrower, its Earnings and Insurances, free from all Security Interests and other  interests and rights of every kind, except for those created by the Finance Documents and the  effect of assignments contained in the Finance Documents and except for Permitted Security  Interests.  





 






   54 EUROPE/69638643v8  12.3 Disposal of assets  The Borrower will not transfer, lease or otherwise dispose of all or a substantial part of its  assets, whether by one transaction or a number of transactions, whether related or not except  in the usual course of its business and for fair market value.  12.4 Information provided to be accurate  All financial and other information which is provided in writing by or on behalf of the Borrower  under or in connection with any Finance Document will be true, accurate and not misleading  and will not omit any material fact or consideration.  12.5 Provision of financial statements  The Borrower will send to the Agent:  (a) as soon as possible, but in no event later than 120 days after the end of each financial year of  the Borrower from and including the financial year ending 31 December 2021, the audited  consolidated accounts of the Group and audited individual accounts of the Borrower;  (b) as soon as possible, but in no event later than 75 days after the end of each financial half-year  of the Borrower (which half-year end shall, for the avoidance of doubt, occur annually), the  unaudited consolidated balance sheet of the Group certified as to its correctness by the chief  financial officer of the Borrower and the audited individual balance sheet of the Borrower  certified as to its correctness by an officer or director of the Borrower;   (c) as soon as possible, but in no event later than 60 days after the end of each financial quarter  of the Borrower and provided that these documents have not been published on the  Borrower's website or sent to the Lenders in the form of a press release, unaudited  consolidated income statements of the Group certified as to their correctness by the chief  financial officer of the Borrower and unaudited individual income statements of the Borrower  certified as to their correctness by an officer or director of the Borrower;  (d) as soon as possible, but not later than 120 days after the end of each financial year of the  Borrower, a financial projection for the Borrower and the Group for the next 3 years in a format  which is acceptable to the Agent; and  (e) together with the annual audited consolidated accounts and with each balance sheet of the  Group referred to in paragraphs (a) and (b), a compliance certificate (together with supporting  schedules, if any) signed by the chief financial officer of the Borrower in the form attached as  Schedule 8 (Form of Certificate of Compliance) (or in any other format which the Agent may  approve and with such other information as the Agent may require) evidencing compliance  with the financial undertakings in Clause 13.5 (Financial Covenants), setting out the weighted  average of the Annual Efficiency Ratio for the preceding year in respect of the AER Reference  Vessels, and also listing the Fair Market Value of each of the Ships.  12.6 Form of financial statements  The audited accounts delivered under Clause 12.5 (Provision of financial statements) will:  (a) be prepared in accordance with all applicable laws and IFRS consistently applied;  





 






   55 EUROPE/69638643v8  (b) give a true and fair view of the state of affairs of the Group (or the Borrower, as the case may  be) at the date of those accounts and of profit for the period to which those accounts relate;  and  (c) fully disclose or provide for all significant liabilities of the Group (or the Borrower, as the case  may be).  12.7 Provision of further information  (a) The Borrower will, as soon as practicable after receiving a request from the Agent provide the  Agent with such additional financial information in relation to the Group which may be  reasonably requested by the Agent or any Lender through the Agent.  (b) The Borrower shall supply to the Agent, promptly upon becoming aware of them, the details  of any claim, action, suit, proceeding or investigation with respect to Sanctions Laws against it,  any of its direct or indirect owners, subsidiaries or any of their respective directors, officers,  employees, agents or representatives.  12.8 Creditor notices  The Borrower will send the Agent, at the same time as they are despatched, copies of all  material communications which are despatched to all of the Borrower's shareholders or  creditors or to the whole of any class of them.  12.9 Consents  The Borrower will maintain in force and promptly obtain or renew, and will promptly send  certified copies to the Agent of, all consents required:  (a) for the Borrower to perform its obligations under any Finance Document and any Master  Agreement to which it is a party;  (b) for the validity or enforceability of any Finance Document and any Master Agreement to which  it is a party;  and the Borrower will comply with the terms of all such consents.  12.10 Maintenance of Security Interests  The Borrower will:  (a) at its own cost, do all that it reasonably can to ensure that any Finance Document to which it  is a party validly creates the obligations and the Security Interests which it purports to create;  and  (b) without limiting the generality of paragraph (a), at its own cost, promptly register, file, record  or enrol any Finance Document to which it is a party with any court or authority in all Pertinent  Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect  of any Finance Document to which it is a party, give any notice or take any other step which,  in the reasonable opinion of the Majority Lenders, is or has become necessary for any Finance  Document to which it is a party to be valid, enforceable or admissible in evidence or to ensure  or protect the priority of any Security Interest which it creates.  





 






   56 EUROPE/69638643v8  12.11 Notification of litigation  The Borrower will provide the Agent with details of any legal or administrative action involving  the Borrower, any Security Party or any Ship as soon as such action is instituted or it becomes  apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or  administrative action cannot be considered material in the context of any Finance Document.  12.12 Principal place of business  The Borrower will notify the Agent if it has a place of business in any jurisdiction which would  require a Finance Document to which it is a party to be registered, filed or recorded with any  court or authority in that jurisdiction or if the centre of its main interests changes.  12.13 Notification of default  The Borrower will notify the Agent as soon as the Borrower becomes aware of:  (a) the occurrence of an Event of Default or Potential Event of Default; or  (b) any matter which indicates that an Event of Default or Potential Event of Default may have  occurred,   and will keep the Agent fully up-to-date with all developments.  12.14 Access to books and records  The Borrower shall permit one or more representatives of the Agent, at the request of the  Agent, to have reasonable access to its books and records and to inspect the same during  normal business hours at its offices upon reasonable prior written notice.  12.15 Press releases  The Borrower will send to the Agent, at the same time as they are dispatched, copies of all  press releases which are issued by the Borrower.  12.16 Pari passu ranking  The Borrower's payment obligations under this Agreement and any other Finance Document  to which it is a party shall 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.  12.17 Conduct of business; compliance with laws  (a) The Borrower shall conduct its business in a proper and efficient manner in compliance with:  (i) its constitutional documents;  (ii) all Sanctions Laws;  (iii) all Anti-Corruption Laws;  (iv) all Environmental Laws; and  





 






   57 EUROPE/69638643v8  (v) all other laws and regulations applicable to its business,  and shall notify the Agent immediately upon becoming aware of any breach of any  such document, law or regulation.  (b) The Borrower shall, and shall ensure that all their directors, officers, or employees shall not  directly or indirectly use the proceeds from this arrangement for any purpose that would  constitute a breach of Anti-Money Laundering Laws (as such term is defined in Clause 11.22  (Anti-Money Laundering Laws)).   12.18 Know your customer requirements  Promptly upon the Agent's request the Borrower will supply, or procure the supply of, such  documentation and other evidence as is reasonably requested by the Agent in order for each  Creditor Party to carry out and be satisfied with the results of all necessary "know your  customer" or other checks which it is required to carry out in relation to the transactions  contemplated by the Finance Documents and to the identity of any parties to the Finance  Documents (other than Creditor Parties) and their directors and officers.  12.19 Compliance with Sanctions Laws  The Borrower shall:  (a) ensure that neither it nor any subsidiary of the Borrower is or will become a Restricted Party.  (b) use reasonable endeavours to procure that no director, officer, employee, agent or  representative of the Borrower or any subsidiary of the Borrower is or will become a Restricted  Party;   (c) procure that no proceeds of any Advance shall be made available, directly or indirectly, to or  for the benefit of a Restricted Party nor shall they otherwise be applied in a manner or for a  purpose prohibited by Sanctions Laws;   (d) procure that no revenue or benefit derived from any activity or dealing with a Restricted Party  shall be used in discharging any obligation due or owing to the Creditor Parties to the extent  such use would lead to non-compliance by it or any other Party with any applicable Sanctions  Laws; and  (e) not, and shall procure that no other Security Party shall, have any business operations or other  dealings in any country or territory which is the subject of Sanctions Laws.  12.20 Master Agreements and documents to be provided following execution of a Master  Agreement  (a) Each Swap Bank shall have the right of first refusal to enter into transactions under a Master  Agreement entered into or to be entered into by the Borrower and that Swap Bank for the  purpose of hedging on competitive terms the Borrower’s exposure under this Agreement  provided that:  (i) the Borrower shall promptly enter into a Master Agreement with each Swap Bank upon  a Swap Bank’s request; and   





 






   58 EUROPE/69638643v8  (ii) the right of first refusal of a Swap Bank shall not be affected by the Borrower (or any  of them) not having entered into a Master Agreement with that Swap Bank at the time  of the proposed hedging.  (b) Following the execution of each Master Agreement, the Borrower shall procure that promptly  following the execution of such Master Agreement the Agent has received the following  documents in form and substance satisfactory to the Agent and its lawyers:  (i) a Master Agreement Assignment in relation to the relevant Master Agreement;  (ii) if required by the Agent and in the case of each Mortgage an amendment or addenda  to that Mortgage specifying such consequential amendments to that Mortgage as may  be required as a consequence of the entry by the Borrower and the relevant Swap  Bank into the Master Agreement;  (iii) if required by the Agent and in the case of a Finance Document an amendment or  addenda to that Finance Document specifying such consequential amendments to that  Finance Document as may be required as a consequence of the entry by the Borrower  and the relevant Swap Bank into the Master Agreement;  (iv) in each case if required for the provisions of the legal opinions referred to in paragraph  (vii), copies of the resolutions of the directors and shareholders of the Borrower  authorising the execution of the Master Agreement Assignments, the Mortgage  amendments and addenda referred to in paragraphs (ii) to (iii);  (v) the original of any power of attorney under which any of the Master Agreement  Assignments, the Mortgage amendments and addenda referred to in paragraph (ii)  and the Finance Document amendments and addenda referred to in paragraph (iii) are  to be executed on behalf of the Borrower;  (vi) documentary evidence that the Mortgage amendments and addenda referred to in  paragraph (ii) have been duly registered against that Ship as valid amendment or  addenda to the Mortgage in accordance with the laws of the relevant Approved Flag;   (vii) if required by the Agent, favourable legal opinions from lawyers appointed by the  Agent on such matters concerning the laws of England, Belgium, the country where  the Ship is registered and such other relevant jurisdictions as the Agent may require;  and  (viii) if the Agent so requires, in respect of any of the documents referred to above, a  certified English translation prepared by a translator approved by the Agent.  (c) For the avoidance of doubt and notwithstanding anything to the contrary in any Master  Agreement, each Swap Bank consents to the assignment by the Borrower of its interests in any  Master Agreement to which the Borrower is a party pursuant to a Master Agreement  Assignment.  12.21 No Amendment to Shipbuilding Contract  The Borrower will not agree to any material amendment (such material amendment to include  but not be limited to any change to the price, specification or classification of a Ship) or  supplement to, or waive or fail to enforce, any Shipbuilding Contract or any of its provisions.  





 






   59 EUROPE/69638643v8  13 CORPORATE UNDERTAKINGS  13.1 General  The Borrower also undertakes with each Creditor Party to comply with the following provisions  of this Clause 13 (Corporate Undertakings) at all times during the Security Period except as the  Agent may, with the authorisation of the Majority Lenders, otherwise permit.  13.2 Maintenance of status  The Borrower will maintain its separate corporate existence under the laws of, and the centre  of its main interests in, Belgium and the Borrower shall maintain its listing on the First Market  of Euronext Brussels or the New York Stock Exchange or such other reputable international  stock exchange approved by the Agent (acting on the instructions of the Majority Lenders) in  writing, such approval not to be unreasonably withheld or delayed.  13.3 No change of business  The Borrower will not operate outside the scope of its articles of association as at the date of  this Agreement.  13.4 No merger etc.  (a) The Borrower will not, and the Borrower will procure that none of its subsidiaries will, enter  into any form of merger, sub-division, amalgamation or other reorganisation which may, in the  reasonable opinion of the Majority Lenders, have a material adverse effect on the financial  position of the Borrower or the Group.   (b) Paragraph (a) shall not apply to:  (i) the merger, consolidation, amalgamation of a subsidiary of the Borrower with any  other subsidiary of the Borrower; or   (ii) the conveyance or sale of all or substantially all of the assets of a subsidiary of the  Borrower to any other subsidiary of the Borrower.  13.5 Financial Covenants  The Borrower will ensure that the consolidated financial position of the Group shall at all times  during the Security Period be such that:  (a) Consolidated Working Capital shall not be less than $0;  (b) Free Liquid Assets are not less than the higher of:  (i) $50,000,000; and  (ii) 5 per cent. of Total Indebtedness;  (c) the amount of Cash shall equal or exceed US$30,000,000; and  (d) the ratio of Stockholders' Equity to Total Assets is not less than 30 per cent.  In this Clause 13.5 (Financial Covenants):  





 






   60 EUROPE/69638643v8  "Cash" means, at any date of determination under this Agreement, the aggregate value of the  Group's credit balances on any deposit, savings or current account and cash in hand with  recognised and reputable banks or financial institutions but excluding any such credit balances  and cash subject to a Security Interest at any time;  "Consolidated Current Assets" means, at any date of determination under this Agreement,  the amount of the current assets of the Group determined on a consolidated basis in  accordance with IFRS and as shown in the Latest Balance Sheet and including any amounts  available under committed credit lines having remaining maturities of more than 12 months;  "Consolidated Current Liabilities" means, at any date of determination under this Agreement,  the amount of the current liabilities of the Group determined on a consolidated basis in  accordance with IFRS and as shown in the Latest Balance Sheet;  "Consolidated Working Capital" means Consolidated Current Assets less Consolidated Current  Liabilities;  "Free Liquid Assets" means, at any date of determination under this Agreement, the aggregate  amount of cash and cash equivalents of the Group determined on a consolidated basis in  accordance with IFRS and as shown in the Latest Balance Sheet but excluding any of those  assets subject to a Security Interest (other than a Security Interest in favour of the Security  Trustee pursuant to this Agreement) at any time and, for the avoidance of doubt, "cash and  cash equivalents" include any amounts available under committed credit lines having  remaining maturities of more than 6 months;  "Latest Balance Sheet" means, at any date, the consolidated balance sheet of the Group most  recently delivered to the Agent pursuant to Clause 12.5 (Provision of financial statements)  and/or most recently made publicly available;  "Stockholders' Equity" means, at any date of determination under this Agreement, the  amount of the capital and reserves of the Group determined on a consolidated basis in  accordance with IFRS and as shown in the Latest Balance Sheet;  "Total Assets" means, at any date of determination under this Agreement, the amount of the  total assets of the Group determined on a consolidated basis in accordance with IFRS and as  shown in the Latest Balance Sheet; and  "Total Indebtedness" means, at any date of determination under this Agreement, the amount  of long-term loans (including finance leases, banks loans and other long-term loans) and short- term loans of the Group determined on a consolidated basis in accordance with IFRS and as  shown in the Latest Balance Sheet.  13.6 Change in IFRS  If, at any time after the date of this Agreement, any mandatory change is made to IFRS or any  applicable law relating to the financial reporting (including but not limited to accounting bases,  policies, practices and procedures or reference periods) of the Group generally or any member  of the Group individually and the effect of complying with that change would result in the value  for "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities", "Consolidated  Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets" and/or "Total  Indebtedness" being materially different from its value if calculated in accordance with IFRS  and all applicable laws in effect at the date of this Agreement and of which the Lenders would  reasonably expect to have been informed, the Borrower shall immediately notify the Agent of  





 






   61 EUROPE/69638643v8  that change and procure that, as soon as reasonably practicable thereafter, the Borrower's  auditors deliver to the Agent:  (a) a description of the change and what adjustments would need to be made to the financial  statements of the Group following that change in order to reverse the effects of that change  so that the values of "Cash", "Consolidated Current Assets", "Consolidated Current Liabilities",  "Consolidated Working Capital", "Free Liquid Assets", "Stockholders' Equity", "Total Assets"  and/or "Total Indebtedness" will be the same as if calculated in accordance with IFRS and all  applicable laws in effect at the date of this Agreement; and  (b) such information, in form and substance acceptable to the Agent, as may be required:  (i) to enable the Lenders to determine whether there is a breach of any of the financial  covenants in respect of the Group set out in Clause 13.5 (Financial Covenants) (based  on IFRS and all applicable laws in effect at the date of this Agreement); and  (ii) to assist the Lenders in making an accurate comparison between the financial position  of the Group indicated in the financial statements prepared following the change and  those prepared prior to it.  In the event that the Lenders are satisfied that, based on the information provided by the  Borrower's auditors, the financial covenants in Clause 13.5 (Financial Covenants) have been  complied with, the Lenders and the Borrower shall enter into discussions with a view to  agreeing amendments to this Agreement so as to mitigate the effect of the change.  13.7 Change of accounting period  The Borrower shall not change its fiscal year end date being 31 December.  13.8 Restrictions on dividends  The Borrower may only pay a dividend or make a distribution and/or buy-back its own common  stock subject to the following conditions:  (a) no Event of Default or Potential Event of Default has occurred and is continuing or would result  upon payment of the proposed dividend, distribution or buy-back; and  (b) the payment of such dividend or distribution would not cause any breach of any of the financial  covenants set out in Clause 13.5 (Financial Covenants).  13.9 Payment of taxes  The Borrower shall pay when due all taxes applicable to, or imposed on or in relation to the  Borrower, its business or any Ship owned by it.  13.10 Negative undertakings  The Borrower will not:  (a) change its legal name, type of organisation or jurisdiction of incorporation; or  





 






   62 EUROPE/69638643v8  (b) provide any form of credit or financial assistance to any person or enter into any transaction  with or involving any person on terms which are, in any respect, less favourable to the  Borrower than those which it could obtain in a bargain made at arms' length.  13.11 Notification of Sanctions  The Borrower shall:  (a) supply to the Agent, promptly upon becoming aware of them, the details of any inquiry, claim,  action, suit, proceeding or investigation pursuant to Sanction Laws against (a) the Borrower,  (b) any other Sanctions Relevant Person or (c) any owners of any Sanctions Relevant Person  (other than any owner of the Borrower), as well as information on what steps are being taken  with regards to answering or opposing the same;  (b) inform the Agent promptly upon becoming aware that any of (a) the Borrower, (b) any other  Sanctions Relevant Person or (c) any owners of any Sanctions Relevant Person (other than any  owner of the Borrower), has become or is likely to become a Restricted Party.  13.12 Incurrence of Financial Indebtedness  The Borrower shall not, without the prior consent of the Majority Lenders, incur any Financial  Indebtedness or grant any guarantee in respect of Financial Indebtedness:  (a) if as a result of incurring that Financial Indebtedness or incurring the contingent liability under  that guarantee (as assessed in accordance with IFRS), an Event of Default would occur, or one  or more of the financial covenants in respect of the Borrower set out in Clause 13.5 (Financial  Covenants) would be breached, on the date of such incurrence; or  (b) in the case of any Financial Indebtedness incurred with a subsidiary of the Borrower, unless  such Financial Indebtedness is subordinated to all Financial Indebtedness incurred under the  Finance Documents on terms acceptable to the Agent (acting on the instructions of the  Majority Lenders).  13.13 Other transactions  The Borrower shall not enter into any transaction with an Affiliate on terms which are, in any  respect, less favourable to it than those which it could obtain in a bargain made at arm’s length.   14 INSURANCE  14.1 General  The Borrower also undertakes with each Creditor Party to comply with the following provisions  of Clause 14 (Insurance) at all times during the Security Period (in the case of each Ship after  the Drawdown Date applicable to it) except as the Agent may, with the authorisation of the  Majority Lenders, otherwise permit.  14.2 Maintenance of obligatory insurances  The Borrower shall keep each Ship owned by it insured at the expense of the Borrower against:  (a) fire and usual marine risks and war risks (including hull and machinery, hull and freight interest,  piracy, terrorism, missing vessel cover, blocking and trapping and confiscation); and  





 






   63 EUROPE/69638643v8  (b) protection and indemnity risks (including pollution risks), on "full entry terms".  14.3 Terms of obligatory insurances  (a) The Borrower shall, effect such insurances in respect of each Ship owned by it:  (i) in Dollars;  (ii) in the case of fire and usual marine risks and war risks (including coverage for war  protection and indemnity with a separate limit for the same amounts insured under  war hull), in an amount on an agreed value basis at least the greater of (i) when  aggregated with such insurances on the other Ships which are subject to a Mortgage,  120 per cent. of the Loan and (ii) the Fair Market Value of that Ship;   (iii) in the case of hull and machinery insured values of each Ship in an amount not less  than 66 per cent. of the Fair Market Value of that Ship;  (iv) 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 with a protection and indemnity association belonging to the International  Group of Protection and Indemnity Associations;  (v) in relation to protection and indemnity risks in respect of the Ship's full tonnage on full  entry terms;  (vi) on approved terms; and  (vii) subject to paragraph (b)below, through (A) approved brokers and with approved  insurance companies and/or underwriters in each case having a minimum rating of A-  or better with either Standard and Poor's or its equivalent with AM Best, or (B) in the  case of war risks and protection and indemnity risks, in approved war risks and  protection and indemnity risks associations.   (b) The Borrower shall, within 30 days of becoming aware that any entity referred to in sub- paragraph (vii) is no longer in compliance with the minimum rating set out therein shall procure  that the obligatory insurances are placed with an alternate entity in compliance with the  requirements of this Clause 14 (Insurance).    14.4 Further protections for the Creditor Parties  In addition to the terms set out in Clause 14.3 (Terms of obligatory insurances), the Borrower  shall procure that the obligatory insurances shall:  (a) in relation to the obligatory insurances for fire and usual marine risks and war risks, whenever  the Security Trustee requires, name (or be amended to name) the Security Trustee as  additional named assured for its rights and interests, warranted no operational interest and  with full waiver of rights of subrogation against the Security Trustee, but without the Security  Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other  assessments in respect of such insurance;  (b) name the Security Trustee as loss payee with such directions for payment as the Security  Trustee may specify;  





 






   64 EUROPE/69638643v8  (c) provide that all payments by or on behalf of the insurers under the obligatory insurances to  the Security Trustee shall be made without set-off, counterclaim or deductions or condition  whatsoever;  (d) provide that such obligatory insurances shall be primary without right of contribution from  other insurances which may be carried by the Security Trustee or any other Creditor Party; and  (e) provide that the Security Trustee may make proof of loss if the Borrower fails to do so.  14.5 Renewals  The Borrower shall ensure that:  (a) before the expiry of any obligatory insurance, that obligatory insurance is renewed; and  (b) promptly after each such renewal, there is provided to the Security Trustee details of the terms  and conditions on which such obligatory insurances have been renewed.  If there is a change in the insurers and/or markets through whom the obligatory insurances  are placed the Borrower shall procure that the Security Trustee is notified within a reasonable  time of the names of the insurers and/or markets employed for the purposes of the renewal  of the obligatory insurance and of the amounts in which they are renewed.  14.6 Letters of undertaking  In relation to all obligatory insurances effected from time to time under Clause 14.2  (Maintenance of obligatory insurances), the Borrower shall ensure that all brokers and any  protection and indemnity or war risks associations in which any Ship is entered, in each case  being approved by the Security Trustee (such approval not to be unreasonably withheld),  provide the Security Trustee with letters of undertaking:  (a) in the case of a broker, in a form standard in the insurance market in which such broker  operates or any professional association of which that approved broker is a member;  (b) in the case of a protection and indemnity or war risks association, in its standard form.  If any of the obligatory insurances referred to in paragraphs (a) and/or (b) of Clause 14.2  (Maintenance of obligatory insurances) form part of a fleet cover, the Borrower will procure  that any letter of undertaking referred to in paragraph (a) of this Clause 14.6 (Letters of  undertaking) is amended to provide that the relevant brokers shall undertake to the Security  Trustee that they shall neither set-off against any claims in respect of the relevant Ship any  premiums due in respect of other vessels under such fleet cover or any premiums due for other  insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels  under such fleet cover or of premiums for such other insurances.  14.7 Copies of certificates of entry  The Borrower shall ensure that any protection and indemnity and/or war risks associations in  which each Ship is entered provides the Security Trustee with a certified copy of the certificate  of entry for that Ship.  





 






   65 EUROPE/69638643v8  14.8 Deposit of original policies  The Borrower shall ensure that all policies relating to obligatory insurances are deposited with  the approved brokers through which the insurances are effected or renewed.  14.9 Payment of premiums  The Borrower shall ensure that (taking account of any applicable grace periods) all premiums,  calls or contributions or other sums of money from time to time due in respect of any  obligatory insurances are paid in full and produce all relevant receipts when so required by the  Security Trustee.  14.10 Guarantees  The Borrower shall arrange for the execution and delivery of all guarantees and indemnities as  may from time to time be required by any Ship's P&I Club or war risks association.  14.11 Compliance with terms of insurances  The Borrower shall neither do nor omit to do (nor permit to be done or not to be done) any  act or thing which would or might render any obligatory insurance in relation to any Ship  invalid, void, voidable or unenforceable or render any sum payable under an obligatory  insurance repayable in whole or in part; and, in particular:  (a) the Borrower shall (in the case of any Ships owned by the Borrower) take all necessary action  and comply with all requirements which may from time to time be applicable to the obligatory  insurances, and ensure that the obligatory insurances are not made subject to any exclusions  or qualifications to which the Security Trustee has not given its prior approval;  (b) the Borrower shall not make any changes relating to the classification or classification society  or manager or operator of any Ship approved by the underwriters of the obligatory insurances;  (c) the Borrower shall make (and on request promptly supply copies to the Agent of) all quarterly  or other voyage declarations which may be required by the protection and indemnity risks  association in which any Ship it is entered to maintain cover for trading to the United States of  America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990  or any other applicable legislation); and  (d) the Borrower shall not employ any Ship, 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.  14.12 Alteration to terms of insurances  The Borrower will procure that:  (a) no adverse alteration is made to any obligatory insurance (which alteration is, in the  reasonable opinion of the Security Trustee, likely to materially adversely affect the Lenders)  without the prior written consent of the Security Trustee; and  (b) all the steps under its control are taken to seek to avoid the occurrence of any act or omission  which would enable cancellation of any obligatory insurance or render any obligatory  





 






   66 EUROPE/69638643v8  insurance invalid, void or unenforceable or render any sum paid out under any obligatory  insurance repayable in whole or in part.  14.13 Settlement of claims  The Borrower shall not settle, compromise or abandon any claim under any obligatory  insurance for Total Loss or for a Major Casualty, and the Borrower shall do all things necessary  and provide all documents, evidence and information to enable the Security Trustee to collect  or recover any moneys which at any time become payable in respect of the obligatory  insurances.  14.14 Provision of information  The Borrower shall promptly provide the Security Trustee (or any persons which it may  designate) with any information which the Security Trustee (or any such designated person)  reasonably requests for the purpose of:  (a) obtaining or preparing any report from an independent marine insurance broker as to the  adequacy of the obligatory insurances effected or proposed to be effected; and/or  (b) effecting or renewing any such insurances as are referred to in Clause 14.15 (Mortgagee's  interest and additional perils insurances) or dealing with or considering any matters relating to  any such insurances;  and the Borrower shall, forthwith upon demand, indemnify the Security Trustee in respect of  all fees and other expenses reasonably incurred by or for the account of the Security Trustee  in connection with any such report as is referred to in paragraph (a).  14.15 Mortgagee's interest and additional perils insurances  The Agent for the benefit of the Security Trustee, or the Security Trustee itself, shall effect,  maintain and renew a mortgagee's interest additional perils insurance and a mortgagee's  interest marine insurance in such amounts, on such terms reasonably available in the market,  through such insurers and generally in such manner as the Security Trustee may from time to  time consider appropriate and the Borrower shall upon demand fully indemnify the Agent or  the Security Trustee (as the case may be) in respect of all reasonable premiums and other  reasonable expenses which are incurred in connection with or with a view to effecting,  maintaining or renewing any such insurance or dealing with, or considering, any matter arising  out of any such insurance Provided that the cover in respect of the mortgagee's interest  marine insurance shall not exceed 110 per cent. of the Loan.  Notwithstanding the above, if at any time the Agent or Security Trustee proposes to effect any  insurances of the nature referred to in this Clause, it shall first notify the Borrower of the  insurance which it proposes to effect, the terms on which it requires it to be effected and the  date from which it requires it to be so effected.  If, before the date on which the Agent or  Security Trustee (as the case may be) requires that insurance to be effected, the Borrower can  demonstrate to the Agent or Security Trustee (as the case may be) that a firm of insurance  brokers with a reputation acceptable to the Agent or the Security Trustee (as the case may be)  is able to arrange that insurance upon the same terms, before that date, for a price lower than  that for which any firm of insurance brokers nominated by the Agent or Security Trustee is  prepared to arrange that insurance and with underwriters acceptable to the Agent or Security  Trustee (as the case may be), and if that firm of insurance brokers will enter into such  agreements with the Agent or Security Trustee (as the case may be) as it may require taking  





 






   67 EUROPE/69638643v8  into account the identity of that firm of insurance brokers, the Agent or Security Trustee (as  the case may be) shall not unreasonably refuse to effect that insurance through that firm of  insurance brokers so nominated by the Borrower.  15 SHIP COVENANTS  15.1 General  The Borrower also undertakes with each Creditor Party to comply with the provisions of this  Clause 15 (Ship Covenants) at all times during the Security Period (in the case of each Ship after  the Drawdown Date applicable to it) except as the Agent may, with the authorisation of the  Majority Lenders, otherwise permit (such permission not to be unreasonably withheld in the  case of Clause 15.2 (Ship's name and registration), 15.12 (Restrictions on chartering,  appointment of managers etc.) and 15.14 (Sharing of Earnings).  15.2 Ship's name and registration  The Borrower shall keep each Ship owned by it registered in its name on an Approved Flag;  and shall not do or allow to be done anything as a result of which such registration might be  cancelled or imperilled and shall not change the name or country of registry of any Ship owned  by it Provided that the Borrower may change the registry of a Ship owned by it to any  Approved Flag without the consent of the Lenders subject to the Borrower providing the  Creditor Parties with replacement security at the time of such transfer (in form and substance  satisfactory to the Agent) so that the Creditor Parties have the same security on that Ship and  subject to any appropriate consequential amendments to the Finance Documents.  15.3 Repair and classification  The Borrower shall keep each Ship owned by it in a good safe condition and state of repair:  (a) consistent with first-class ship ownership and management practice;  (b) so as to maintain that Ship's class as at the date of this Agreement free of overdue  recommendations and conditions affecting that Ship's class with a classification society which  has been approved by the Agent; and  (c) so as to comply with all laws and regulations applicable to vessels registered on the applicable  Approved Flag or to vessels trading to any jurisdiction to which that Ship may trade from time  to time, including but not limited to the ISM Code and the ISPS Code.  15.4 Modification  The Borrower shall not make any modification or repairs to, or replacement of, any Ship owned  by it or equipment installed on it which would or might materially and adversely alter the  structure, type or performance characteristics of any such Ship or reduce its value.  15.5 Removal of parts  The Borrower shall not remove any material part of any Ship owned by it, or any item of  equipment installed on any such Ship, except in the normal course of maintenance and repair,  unless the part or item so removed is forthwith replaced by a suitable part or item which is in  the same condition as or better condition than the part or item removed, is free from any  Security Interest or any right in favour of any person other than the Security Trustee and  





 






   68 EUROPE/69638643v8  becomes on installation on the Ship the property of the Borrower and subject to the security  constituted by the relevant Mortgage Provided that the Borrower may install equipment  owned by a third party if the equipment can be removed without any risk of damage to the  Ship concerned.  15.6 Surveys  The Borrower shall submit each Ship owned by it regularly to such periodical or other surveys  which may be required for that Ship's classification purposes and shall comply with all  conditions and recommendations affecting that Ship's class of the relevant classification  society in accordance with their terms unless waived.  15.7 Inspection  The Borrower shall permit the Agent (by surveyors or other persons appointed by it for that  purpose, at the Borrower's expense once per year) to board any Ship owned by it at all  reasonable times to inspect its condition (without interfering with that Ship's operation) or to  satisfy themselves about proposed or executed repairs and shall afford all proper facilities for  such inspections.  15.8 Prevention of and release from arrest  The Borrower shall promptly discharge, unless the same is being contested in good faith by the  Borrower:  (a) all liabilities which give or may give rise to maritime or possessory liens on or claims  enforceable against any Ship owned by it, its Earnings or the Insurances in relation any such  Ship;  (b) all taxes, dues and other amounts charged in respect of any such Ship, its Earnings or the  Insurances in relation to any such Ship; and  (c) all other outgoings whatsoever in respect of any such Ship, its Earnings or the Insurances in  relation to any such Ship;  and, forthwith upon receiving notice of the arrest of any Ship, or of its detention in exercise or  purported exercise of any lien or claim, unless the same is being contested in good faith by the  Borrower, the Borrower shall as soon as possible or in any event within 30 days (or such greater  period as may be agreed by the Agent) procure its release by providing bail or otherwise as the  circumstances may require.  15.9 Compliance with laws etc.  The Borrower shall:  (a) comply, or procure compliance with all laws or regulations:  (i) relating to its business generally; and  (ii) relating to each Ship owned by the Borrower, its ownership, employment, operation,  management and registration,  





 






   69 EUROPE/69638643v8  including the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions Laws and the laws  of the Approved Flag in relation to each Ship owned by the Borrower;  (b) obtain, comply with and do all that is necessary to maintain in full force and effect any consents  required to be obtained and maintained by the Borrower in connection with any  Environmental Laws;   (c) without limiting paragraph (a) above, not employ any Ship owned by the Borrower 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 all  Sanctions Laws; and  (d) procure that neither the Borrower nor any member of the Group is or becomes a Restricted  Party.  15.10 Provision of information  The Borrower shall promptly provide the Agent with any information which it reasonably  requests regarding:  (a) any Ship, its employment, position and engagements;  (b) the Earnings and payments and amounts due to any Ship's master and crew;  (c) any expenses incurred, or likely to be incurred, in connection with the operation, maintenance  or repair of any Ship and any payments made in respect of any Ship;  (d) any towages and salvages;  (e) the Borrower, the Approved Managers' or any Ship's compliance with the ISM Code and/or the  ISPS Code,  and, upon the Agent's request, to provide copies of any current charter relating to any Ship  and of any current charter guarantee (unless the Borrower is prohibited to do so under  applicable confidentiality provisions and if there is any such confidentiality provision, the  Borrower shall use all reasonable endeavours to provide such copies) and copies of any Ship's  Safety Management Certificate.  15.11 Notification of certain events  The Borrower shall immediately notify the Agent by email of:  (a) any casualty of any Ship which is or is likely to be or to become a Major Casualty;  (b) any occurrence as a result of which any Ship has become or is, by the passing of time or  otherwise, likely to become a Total Loss;  (c) any requirement or recommendation made by any insurer or classification society or by any  competent authority in respect of any Ship which is not complied with within the applicable  time limit;  (d) any arrest or detention of a Ship, any exercise of any lien on any Ship or its Earnings or any  requisition of a Ship for hire which may be material in the context of this Agreement;  





 






   70 EUROPE/69638643v8  (e) any Environmental Claim made against the Borrower or in connection with a Ship, or any  Environmental Incident;  (f) any claim for breach of the ISM Code or the ISPS Code being made against the Borrower, an  Approved Manager or otherwise in connection with a Ship;   (g) the entry into of any Long Term Charter; or  (h) any other matter, event or incident, actual or threatened, the effect of which will or could  reasonably be expected to lead to the ISM Code or the ISPS Code not being complied with;  and the Borrower shall keep the Agent advised in writing on a regular basis and in such detail  as the Agent shall require of the Borrower's, the Approved Manager's or any other person's  response to any of those events or matters.  15.12 Restrictions on chartering, appointment of managers etc.  The Borrower shall not:  (a) let any Ship on demise charter for any period;  (b) enter into any charter in relation to any Ship under which more than 2 months' hire (or the  equivalent) is payable in advance;  (c) charter any Ship otherwise than on bona fide arm's length terms at the time when that Ship is  fixed;  (d) appoint a manager of any Ship other than the Approved Managers or agree to any material  alteration to the terms of an Approved Manager's appointment; or  (e) put any Ship into the possession of any person for the purpose of work being done upon it in  an amount exceeding or likely to exceed $5,000,000 (or the equivalent in any other currency)  unless either:  (i) that person has first given to the Security Trustee 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; or  (ii) the cost of such work is covered by insurances; or  (iii) the Borrower owning the relevant Ship establishes to the reasonable satisfaction of  the Agent that it has sufficient funds to pay for the cost of such work.  15.13 Notice of Mortgage  The Borrower shall keep each Mortgage registered against the relevant Ship as a valid first  priority or preferred (as the case may be) mortgage, carry on board each 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 each Ship a framed printed notice stating that that Ship is mortgaged  by the Borrower to the Security Trustee.  





 






   71 EUROPE/69638643v8  15.14 Sharing of Earnings  The Borrower will not enter into any agreement or arrangement for the sharing of any Earnings  other than pursuant to a pooling agreement relating to the Tankers International Pool.  15.15 Green Passport  The Borrower shall procure that each Ship has obtained a Green Passport, or equivalent  document acceptable to the Agent, in respect of that Ship which shall be maintained  throughout the Security Period and if such Green Passport is not available at the date of this  Agreement it shall be obtained at the next special survey of that Ship.  15.16 Green scrapping  The Borrower shall maintain a policy that provides that each vessel owned by any member of  the Group or sold to an intermediary with the intention of being scrapped:   (a) is recycled at a recycling yard which conducts its recycling business in a socially and  environmentally responsible manner, in accordance with the provisions of The Hong Kong  Convention and/or the EU Ship Recycling Regulation; or  (b) to the extent that the Hong Kong Convention has not been ratified or otherwise is not yet in  force at the time of such scrapping, the Borrower shall use best endeavours to ensure that  such vessel is scrapped in compliance with the Hong Kong Convention and/or the EU Ship  Recycling Regulation.  15.17 Poseidon Principles  The Borrower shall, at the cost of the Borrower, on or before 31 July in each calendar year,  supply or procure the supply to the Agent of all information necessary in order for any Lender  to comply with its obligations under the Poseidon Principles in respect of the preceding year,  including, without limitation, all ship fuel oil consumption data required to be collected and  reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance, in  each case relating to the Ships owned by it for the preceding calendar year provided always  that, for the avoidance of doubt, such information shall be "Confidential Information" for the  purposes of Clause 32 (Confidential Information) but the Borrower acknowledges that, in  accordance with the Poseidon Principles, such information will form part of the information  published regarding the relevant Lender's portfolio climate alignment.   15.18  Operation of Ships   The Borrower undertakes to operate each Ship owned by it as a civil merchant ship, except in  cases where the Ship is being expropriated, confiscated or requisitioned by any government  or official authority or by any person or persons claiming to be or to represent a government  or official authority.   16 SECURITY COVER  16.1 Minimum required security cover  Clause 16.2 (Provision of additional security; prepayment) applies if the Agent notifies the  Borrower that:  





 






   72 EUROPE/69638643v8  (a) the aggregate of the Fair Market Values (determined as provided in Clause 16.3 (Valuation of  Ships) of each Ship subject to a Mortgage; plus  (b) the net realisable value of any additional security previously provided under this Clause 16  (Security Cover);  is below 125 per cent. of the Loan.  16.2 Provision of additional security; prepayment  If the Agent serves a notice on the Borrower under Clause 16.1 (Minimum required security  cover), the Borrower shall, within 30 days after the date on which the Agent's notice is served:  (a) provide, or ensure that a third party provides, acceptable additional security which, in the  reasonable opinion of the Majority Lenders, has a net realisable value (taking into account the  amount of any prepayment made pursuant to paragraph (b) of Clause 16.2 (Provision of  additional security; prepayment) in response to the same notice) at least equal to the shortfall  and is documented in such terms as the Agent may, with the authorisation of the Majority  Lenders, approve or require and, for this purpose, it is agreed that acceptable additional  security shall include cash collateral in Dollars valued at par; and/or  (b) prepay such part of the Loan as will eliminate the shortfall (taking into account the net  realisable value of any additional security provided pursuant to paragraph (a)of Clause 16.2  (Provision of additional security; prepayment) in response to the same notice).  16.3 Valuation of Ships  (a) The Fair Market Value of a Ship at any date is that shown by the mean of 2 or, if specified  below, 3 valuations:  (i) in dollars;  (ii) as at a date not more than 30 days previously;  (iii) by an Approved Shipbroker;   (iv) without physical inspection of that Ship;  (v) on the basis of a sale for prompt delivery for cash on normal arm's length commercial  terms as between a willing seller and a willing buyer, free of any existing charter or  other contract of employment;  (vi) after deducting the estimated amount of the usual and reasonable expenses which  would be incurred in connection with the sale,  and if such valuations in respect of a Ship differ by more than 10 per cent. the Fair Market  Value of that Ship shall be that shown by the mean of 3 such valuations.  (b) The Borrower shall provide (at their own cost) the valuations addressed to the Agent of each  Ship which are required to determine its Fair Market Value pursuant to this Clause 16.3  (Valuation of Ships):  (i) twice each year at the earlier of:  





 






   73 EUROPE/69638643v8  (A) the same time as the Borrower provides to the Agent the compliance  certificates pursuant to paragraph (e) of Clause 12.5 (Provision of financial  statements); and   (B) if a compliance certificate has not been provided within 120 days after the end  of a financial year of the Borrower, 150 days after the end of that financial year  or, if a compliance certificate has not been provided within 75 days after the  end of the first financial half-year of the Borrower in a financial year, 105 days  after the end of that financial half-year; and  (ii) after the occurrence of an Event of Default which is continuing, whenever requested  by the Agent.  (c) The Majority Lenders may at any time instruct the Agent to arrange valuations to determine  the Fair Market Value of any Ship which is subject to a Mortgage. The cost of arranging such  valuations shall be borne by the instructing Majority Lenders unless such valuations indicate a  breach of the requirements of this Clause 16 (Security Cover), in which case the cost of such  valuations shall be for the Borrower's account.  16.4 Value of additional vessel security  The net realisable value of any additional security which is provided under Clause 16.2  (Provision of additional security; prepayment) and which consists of a Security Interest over a  vessel shall be that shown by a valuation complying with the requirements of Clause 16.3  (Valuation of Ships).  16.5 Valuations binding  Any valuation under Clause 16.2 (Provision of additional security; prepayment), 16.3 (Valuation  of Ships) or 16.4 (Value of additional vessel security) shall be binding and conclusive as regards  the Borrower and the Lenders, as shall be any valuation which the Majority Lenders make of  any additional security which does not consist of or include a Security Interest over a vessel.  16.6 Provision of information  The Borrower shall promptly provide the Agent and any shipbroker or expert acting under  Clause 16.3 (Valuation of Ships) or 16.4 (Value of additional vessel security) with any  information which the Agent or the shipbroker or expert may reasonably request for the  purposes of its valuation.  16.7 Payment of valuation expenses  Without prejudice to the generality of the Borrower's obligations under Clauses 21.2 (Costs of  negotiation, preparation etc.), 21.3 (Costs of variations, amendments, enforcement etc.) and  22.3 (Miscellaneous indemnities), the Borrower shall, on demand, pay the Agent the amount  of the fees and expenses of any shipbroker or expert instructed by the Agent under this Clause  and all legal and other expenses incurred by any Creditor Party in connection with any matter  arising out of this Clause.  16.8 Application of prepayment  Clause 9 (Repayment, Prepayment and Cancellation) shall apply in relation to any prepayment  pursuant to paragraph (b) of Clause 16.2 (Provision of additional security; prepayment).  





 






   74 EUROPE/69638643v8  17 PAYMENTS AND CALCULATIONS  17.1 Currency and method of payments  All payments to be made by the Lenders or by the Borrower under a Finance Document shall  be made to the Agent or to the Security Trustee, in the case of an amount payable to it:  (a) by not later than 11.00 a.m. (New York City time) on the due date;  (b) in same day Dollar funds settled through the New York Clearing House Interbank Payments  System (or in such other Dollar funds and/or settled in such other manner as the Agent shall  specify as being customary at the time for the settlement of international transactions of the  type contemplated by this Agreement);  (c) in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or  any Lender, to such account with such bank as the Agent may from time to time notify to the  Borrower and the other Creditor Parties; and  (d) in the case of an amount payable to the Security Trustee, to such account as it may from time  to time notify to the Borrower and the other Creditor Parties.  17.2 Payment on non-Business Day  (a) Other than where paragraph (b) below applies, if any payment by the Borrower under a  Finance Document would otherwise fall due on a day which is not a Business Day:  (i) the due date shall be extended to the next succeeding Business Day; or  (ii) if the next succeeding Business Day falls in the next calendar month, the due date shall  be brought forward to the immediately preceding Business Day;  and interest shall be payable during any extension under paragraph (i) at the rate payable on  the original due date.  (b) In respect of any Compounded Rate Loan, if there are rules specified as “Business Day  Conventions” in the Compounded Rate Terms, those rules shall apply to each Interest Period  for that Compounded Rate Loan.   17.3 Basis for calculation of periodic payments  All interest and commitment fee and any other payments under any Finance Document which  are of an annual or periodic nature shall accrue from day to day and shall be calculated on the  basis of the actual number of days elapsed and a 360 day year.  17.4 Distribution of payments to Creditor Parties  Subject to Clause 17.5 (Permitted deductions by Agent), Clause 17.6 (Agent only obliged to pay  when monies received) and Clause 17.7 (Refund to Agent of monies not received):  (a) any amount received by the Agent under a Finance Document for distribution or remittance  to a Lender, a Swap Counterparty or the Security Trustee shall be made available by the Agent  to that Lender, that Swap Counterparty or, as the case may be, the Security Trustee by  payment, with funds having the same value as the funds received, to such account as the  





 






   75 EUROPE/69638643v8  Lender and the Swap Counterparty or the Security Trustee may have notified to the Agent not  less than 5 Business Days previously; and  (b) amounts to be applied in satisfying amounts of a particular category which are due to the  Lenders and/or the Swap Counterparties generally shall be distributed by the Agent to each  Lender and each Swap Counterparty pro rata to the amount in that category which is due to  it.  17.5 Permitted deductions by Agent  Notwithstanding any other provision of this Agreement or any other Finance Document, the  Agent may, before making an amount available to a Lender or a Swap Counterparty, deduct  and withhold from that amount any sum which is then due and payable to the Agent from that  Lender or that Swap Counterparty under any Finance Document or any sum which the Agent  is then entitled under any Finance Document to require that Lender or that Swap Counterparty  to pay on demand.  17.6 Agent only obliged to pay when monies received  Notwithstanding any other provision of this Agreement or any other Finance Document, the  Agent shall not be obliged to make available to the Borrower or any Lender or that Swap  Counterparty any sum which the Agent is expecting to receive for remittance or distribution  to the Borrower or that Lender or that Swap Counterparty until the Agent has satisfied itself  that it has received that sum.  17.7 Refund to Agent of monies not received  If and to the extent that the Agent makes available a sum to the Borrower or a Lender or a  Swap Counterparty, without first having received that sum, the Borrower or (as the case may  be) the Lender or the Swap Counterparty concerned shall, on demand:  (a) refund the sum in full to the Agent; and  (b) pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against  any funding or other loss, liability or expense incurred by the Agent as a result of making the  sum available before receiving it.  17.8 Agent may assume receipt  Clause 17.7 (Refund to Agent of monies not received) shall not affect any claim which the Agent  has under the law of restitution, and applies irrespective of whether the Agent had any form  of notice that it had not received the sum which it made available.  17.9 Creditor Party accounts  Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrower  and each Security Party under the Finance Documents and all payments in respect of those  amounts made by the Borrower and any Security Party.  17.10 Agent's memorandum account  The Agent shall maintain a memorandum account showing the amounts advanced by the  Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the  





 






   76 EUROPE/69638643v8  Borrower under the Finance Documents and all payments in respect of those amounts made  by the Borrower and any Security Party.  17.11 Accounts prima facie evidence  If any accounts maintained under Clauses 17.9 (Creditor Party accounts) and 17.10 (Agent's  memorandum account) show an amount to be owing by the Borrower or a Security Party to a  Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that  Creditor Party.  17.12 Impaired Agent  (a) If, at any time, the Agent becomes an Impaired Agent, the Borrower or a Lender which is  required to make a payment under the Finance Documents to the Agent in accordance with  Clause 17.1 (Currency and method of payments) may instead either pay that amount direct to  the required recipient or pay that amount to an interest-bearing account held with a bank or  financial institution which has a rating for its long-term unsecured and non credit-enhanced  debt obligations of A or higher by S&P or Fitch or A2 or higher by Moody's or a comparable  rating from an internationally recognised credit rating agency and in relation to which no  Insolvency Event has occurred and is continuing, in the name of the Borrower or the Lender  making the payment and designated as a trust account for the benefit of the Creditor Party or  Creditor Parties beneficially entitled to that payment under the Finance Documents.  In each  case such payments must be made on the due date for payment under the Finance Documents.  (b) All interest accrued on the amount standing to the credit of the trust account shall be for the  benefit of the beneficiaries of that trust account pro rata to their respective entitlements.  (c) Where the Borrower or a Lender has made a payment in accordance with this Clause 17.12  (Impaired Agent) it shall be discharged of the relevant payment obligation under the Finance  Documents and shall not take any credit risk with respect to the amounts standing to the credit  of the trust account.  (d) Promptly upon the appointment of a successor Agent in accordance with Clause 25 (The Agent,  the Mandated Lead Arranger and the Reference Banks) each party which has made a payment  to a trust account in accordance with this Clause 17.12 (Impaired Agent) shall give all requisite  instructions to the bank with whom the trust account is held to transfer the amount (together  with any accrued interest) to the successor Agent for distribution in accordance with Clause  17.4 (Distribution of payments to Creditor Parties).  18 APPLICATION OF RECEIPTS  18.1 Normal order of application  Except as any Finance Document may otherwise provide, any sums which are received or  recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:  (a) FIRST: in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and  the Security Trustee under the Finance Documents;  (b) SECONDLY: in or towards satisfaction of any amounts then due and payable to the Creditor  Parties (other than the Swap Banks) under the Finance Documents (or any of them) in such  order of application and/or such proportions as the Agent, acting with the authorisation of the  





 






   77 EUROPE/69638643v8  Lenders, may specify by notice to the Borrower, the Security Parties and the other Creditor  Parties,   (c) THIRDLY: in retention of an amount equal to any amount not then due and payable to the  Creditor Parties (other than the Swap Banks) under any Finance Document but which the  Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in  its opinion will or may become due and payable in the future and, upon those amounts  becoming due and payable, in or towards satisfaction of them in accordance with the  provisions of Clause (b);   (d) FOURTHLY: in or towards satisfaction pro rata of any amount then due and payable under any  Master Agreement which relates to a Designated Transaction;  (e) FIFTHLY: in retention of an amount equal to any amount not then due and payable under any  Master Agreement which relates to a Designated Transaction but which the Agent, by notice  to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or  may become due and payable in the future and, upon those amounts becoming due and  payable, in or towards satisfaction of them in accordance with the provisions of Clause (d); and  (f) SIXTHLY: any surplus shall be paid to the Borrower or to any other person appearing to be  entitled to it.  18.2 Variation of order of application  The Agent may, with the authorisation of the Lenders and the Swap Banks, by notice to the  Borrower, the Security Parties and the other Creditor Parties provide for a different manner of  application from that set out in Clause 18.1 (Normal order of application) either as regards a  specified sum or sums or as regards sums in a specified category or categories.  18.3 Notice of variation of order of application  The Agent may give notices under Clause 18.2 (Variation of order of application) from time to  time; and such a notice may be stated to apply not only to sums which may be received or  recovered in the future, but also to any sum which has been received or recovered on or after  the third Business Day before the date on which the notice is served.  18.4 Appropriation rights overridden  This Clause 18 (Application of Receipts) and any notice which the Agent gives under Clause 18.2  (Variation of order of application) shall override any right of appropriation possessed, and any  appropriation made, by the Borrower or any Security Party.  19 APPLICATION OF EARNINGS  19.1 Earnings  The Borrower undertakes with each Creditor Party to ensure that throughout the Security  Period (and subject only to the provisions of the General Assignments) all the Earnings of each  Ship owned by it and proceeds under any Insurances in relation to any Ship owned by it are  paid to the Earnings Account in relation to the Borrower without delay or deductions Provided  that the Earnings in respect of each Ship shall be available to the Borrower unless an Event of  Default has occurred and is continuing.  





 






   78 EUROPE/69638643v8  19.2 Location of accounts  The Borrower shall promptly:  (a) comply with any requirement of the Agent as to the location or re-location of the Earnings  Account in relation to the Borrower; and  (b) execute any documents which the Agent reasonably specifies to create or maintain in favour  of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other  rights in relation to) the Earnings Account in relation to the Borrower.  20 EVENTS OF DEFAULT  20.1 Events of Default  An Event of Default occurs if:  (a) the Borrower or any Security Party fails to pay when due or, if payable on demand, on such  demand, any sum payable under a Finance Document or under any document relating to a  Finance Document; unless:  (i) its failure to pay is caused by:  (A) administrative or technical error; or  (B) a Disruption Event; and  (ii) payment is made within 3 Business Days of its due date; or  (b) any breach occurs of Clause 10.2 (Waiver of conditions precedent), Clause 11.15 (Sanctions),  Clause 12.2 (Title; negative pledge), Clause 12.3 (Disposal of assets), Clause 12.17 (Conduct of  business; compliance with laws) in so far as it relates to Sanctions Laws and Anti-Corruption  Laws, Clause 12.19 (Compliance with Sanctions Laws), Clause 13.2 (Maintenance of status),  Clause 13.3 (No change of business), Clause 13.4 (No merger etc.), Clause 13.8 (Restrictions on  dividends), Clause 13.11 (Notification of Sanctions), Clause 14 (Insurance), Clause 15.9  (Compliance with laws etc.), or, save to the extent such breach is a failure to pay and therefore  subject to paragraph (a), Clause 16.2 (Provision of additional security; prepayment); or  (c) (subject to any applicable grace period in the relevant Finance Documents) any breach by the  Borrower or any Security Party occurs of any provision of a Finance Document (other than a  breach covered by paragraphs (a) or (b)) and if, in the opinion of the Majority Lenders, such  default is capable of remedy, such default continues unremedied 30 days after written notice  from the Agent requesting action to remedy the same; or  (d) any representation, warranty or statement made by, or by an officer of, the Borrower or a  Security Party in a Finance Document or in a Drawdown Notice or any other notice or  document relating to a Finance Document is untrue or misleading in any material respect when  it is made; or  (e) any of the following occurs in relation to a Relevant Person:  (i) a Relevant Person becomes unable to pay its debts as they fall due; or  





 






   79 EUROPE/69638643v8  (ii) a Relevant Person fails to comply with or pay any sum due from it under any final  judgment or any final order made or given by any court of competent jurisdiction or  any assets of a Relevant Person are subject to any form of execution, attachment,  arrest, sequestration or distress in respect of a sum of, or sums aggregating,  $10,000,000 or more or the equivalent in another currency; or  (iii) an administrator is appointed (whether by the court or otherwise) in respect of a  Relevant Person or any administrative or other receiver is appointed over any asset of  a Relevant Person; or  (iv) a Relevant Person makes any formal declaration of bankruptcy or any formal  statement to the effect that it is insolvent or likely to become insolvent, or an  administration notice is given or filed in relation to a Relevant Person, or a winding up  or administration order is made in relation to a Relevant Person, or the members or  directors of a Relevant Person pass a resolution to the effect that it should be wound  up, placed in administration or cease to carry on business, save that this paragraph  does not apply to a fully solvent winding up of a Relevant Person other than the  Borrower which is, or is to be, effected for the purposes of an amalgamation or  reconstruction previously approved by the Majority Lenders and effected not later  than 3 months after the commencement of the winding up; or  (v) a petition is presented in any Pertinent Jurisdiction for the winding up or  administration, or the appointment of a provisional liquidator, of a Relevant Person  unless the petition is being contested in good faith and on substantial grounds and is  dismissed or withdrawn within 30 days of the presentation of the petition; or  (vi) a Relevant Person petitions a court, or presents any proposal for, any form of judicial  or non-judicial suspension or deferral of payments, reorganisation of its debt (or  certain of its debt) or arrangement with all or a substantial proportion (by number or  value) of its creditors or of any class of them or any such suspension or deferral of  payments, reorganisation or arrangement is effected by court order, contract or  otherwise; or  (vii) any meeting of the members or directors of a Relevant Person is summoned for the  purpose of considering a resolution or proposal to authorise or take any action of a  type described in paragraphs (iii), (iv), (v) or (vi); or  (viii) in a Pertinent Jurisdiction other than England, any event occurs or any procedure is  commenced which, in the opinion of the Majority Lenders, is similar to any of the  foregoing; or  (f) any repayment of principal in respect of, or any payment of interest on, any Financial  Indebtedness of the Borrower is not paid when due nor within any originally applicable grace  period (unless the due date for payment thereof is rescheduled with the agreement of the  relevant creditor before the expiry of such grace period); or  (g) any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and  payable prior to its specified maturity as a result of an event of default (howsoever described);  or  (h) any commitment to the Borrower for any Financial Indebtedness is cancelled by a creditor of  the Borrower by reason of an event of default (however described); or  





 






   80 EUROPE/69638643v8  (i) any Financial Indebtedness of the Borrower becomes capable of being declared due and  payable prior to its specified maturity or any commitment to the Borrower for any Financial  Indebtedness becomes capable of being cancelled in either case as a result of an event of  default (howsoever described) and the event giving rise to that event of default is not waived  or remedied to the satisfaction of the relevant creditor within 30 days of its occurrence;  provided that (with respect to sub-paragraphs (f) to (i) above) no Event of Default will occur  under these sub-paragraphs (f) to (i) above if the aggregate amount of the Financial  Indebtedness or commitment for Financial Indebtedness falling within sub-paragraphs (f) to (i)  above is less than $10,000,000 (or its equivalent in any other currency or currencies).  (j) the Borrower ceases or suspends carrying on its business or a part of its business which, in the  opinion of the Majority Lenders, is material in the context of this Agreement; or  (k) it becomes unlawful in any Pertinent Jurisdiction or impossible:  (i) for the Borrower or any Security Party to discharge any liability under a Finance  Document or to comply with any other obligation which the Majority Lenders consider  material under a Finance Document; or  (ii) for the Agent, the Security Trustee or the Lenders to exercise or enforce any right  under, or to enforce any Security Interest created by, a Finance Document; or  (l) any provision which the Majority Lenders consider material of a Finance Document proves to  have been or becomes invalid or unenforceable, or a Security Interest created by a Finance  Document proves to have been or becomes invalid or unenforceable or such a Security Interest  proves to have ranked after, or loses its priority to, another Security Interest or any other third  party claim or interest; or  (m) any event or circumstance occurs which the Majority Lenders determine has, or could  reasonably be expected to have, a material adverse effect on:  (i) the ability of the Borrower to perform its obligations under the Finance Documents; or  (ii) the property, assets, nature of assets, operations, liabilities or condition (financial or  otherwise) of the Borrower or any of their respective subsidiaries; or  (n) at any time, the Borrower is not in compliance with all material Environmental Laws relating  to each Ship subject to a Mortgage, its ownership, operation and management or to the  business of the Borrower; or  (o) the Borrower rescinds or repudiates a Finance Document.  20.2 Actions following an Event of Default  On, or at any time after, the occurrence of an Event of Default which is continuing:  (a) the Agent may, and if so instructed by the Majority Lenders, the Agent shall:  (i) serve on the Borrower a notice stating that the Commitments and all other obligations  of each Lender to the Borrower under this Agreement are terminated; and/or  





 






   81 EUROPE/69638643v8  (ii) serve on the Borrower a notice stating that the Loan, all accrued interest and all other  amounts accrued or owing under this Agreement are immediately due and payable or  are due and payable on demand; and/or  (iii) take any other action which, as a result of the Event of Default or any notice served  under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any  Finance Document or any applicable law; and/or  (b) the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of  the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event  of Default or any notice served under paragraph (a)(i) or (ii), the Security Trustee, the Agent  and/or the Lenders and/or the Swap Counterparties are entitled to take under any Finance  Document or any applicable law.  20.3 Termination of Commitments  On the service of a notice under paragraph (a)(i) of Clause 20.2 (Actions following an Event of  Default), the Commitments and all other obligations of each Lender to the Borrower under this  Agreement shall terminate.  20.4 Acceleration of Loan  On the service of a notice under paragraph (a)(ii) of Clause 20.2 (Actions following an Event of  Default), the Loan, all accrued interest and all other amounts accrued or owing from the  Borrower or any Security Party under this Agreement and every other Finance Document shall  become immediately due and payable or, as the case may be, payable on demand.  20.5 Multiple notices; action without notice  The Agent may serve notices under paragraphs (a)(i) and (ii) of Clause 20.2 (Actions following  an Event of Default) simultaneously or on different dates and it and/or the Security Trustee  may take any action referred to in Clause 20.2 (Actions following an Event of Default) if no such  notice is served or simultaneously with or at any time after the service of both or either of such  notices.  20.6 Notification of Creditor Parties and Security Parties  The Agent shall send to each Lender, the Security Trustee and each Security Party a copy or  the text of any notice which the Agent serves on the Borrower under Clause 20.2 (Actions  following an Event of Default); but the notice shall become effective when it is served on the  Borrower, and no failure or delay by the Agent to send a copy or the text of the notice to any  other person shall invalidate the notice or provide the Borrower or any Security Party with any  form of claim or defence.  20.7 Creditor Party rights unimpaired  Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to  individual Lenders or a Swap Counterparty under a Finance Document, a Master Agreement  or the general law; and, in particular, this Clause is without prejudice to Clause 3.1 (Interests  several).  





 






   82 EUROPE/69638643v8  20.8 Exclusion of Creditor Party liability  No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have  any liability to the Borrower or a Security Party:  (a) for any loss caused by an exercise of rights under, or enforcement of a Security Interest created  by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a  Security Interest; or  (b) as mortgagee in possession or otherwise, for any income or principal amount which might have  been produced by or realised from any asset comprised in such a Security Interest or for any  reduction (however caused) in the value of such an asset;  except that this does not exempt a Creditor Party or a receiver or manager from liability for  losses shown to have been directly and mainly caused by the dishonesty or the wilful  misconduct of such Creditor Party's own officers and employees or (as the case may be) such  receiver's or manager's own partners or employees.  In no event shall any Creditor Party be liable on any theory of liability for any special, indirect,  consequential or punitive damages and the Borrower hereby waives, releases and agrees not  to sue upon any such claim for any such damages, whether or not accrued and whether or not  known or suspected to exist in its favour.  20.9 Relevant Persons  In this Clause 20 (Events of Default) a "Relevant Person" means the Borrower, a Security Party  or any other member of the Group, but excluding any company that represents less than 5 per  cent. of the consolidated assets of the Group or less than 10 per cent. of the consolidated  revenue of the Group.  20.10 Interpretation  In paragraph (e) of Clause 20.1 (Events of Default) references to an event of default or a  termination event include any event, howsoever described, which is similar to an event of  default in a facility agreement or a termination event in a finance lease; and in paragraph (e)  of Clause 20.1 (Events of Default) "petition" includes an application.  20.11 Position of Swap Counterparties  Neither the Agent nor the Security Trustee shall be obliged, in connection with any action taken  or proposed to be taken under or pursuant to the foregoing provisions of this Clause 20 (Events  of Default), to have any regard to the requirements of a Swap Counterparty except to the  extent that such Swap Counterparty is also a Lender.  21 FEES AND EXPENSES  21.1 Fees  The Borrower shall pay to the Agent:  (a) on the date of this Agreement or as otherwise agreed, the fees in amounts previously agreed  in writing between the Agent and the Borrower; and  





 






   83 EUROPE/69638643v8  (b) quarterly in arrears on each 31 March, 30 June, 30 September and 31 December and on the  first Drawdown Date (or, if earlier, the date on which this Agreement is terminated) during the  period from the date of this Agreement to the last day of the Availability Period (or, if earlier,  the date on which this Agreement is terminated), for the account of the Lenders, a  commitment fee at the rate of 40 per cent. of the Margin per annum on the Total Available  Commitments, for distribution among the Lenders pro rata to their Commitments. No  commitment fee is payable to the Agent (for the account of a Lender) on any Available  Commitment of the Lender for any day on which that Lender is a Defaulting Lender.  21.2 Costs of negotiation, preparation etc.  The Borrower shall pay to the Agent on its demand the amount of all expenses incurred by the  Agent or the Security Trustee in connection with the negotiation, preparation, execution or  registration of any Finance Document or any related document or with any transaction  contemplated by a Finance Document or a related document (to the extent practicable, after  prior consultation of the Borrower on the amount of such expenses).  21.3 Costs of variations, amendments, enforcement etc.  The Borrower shall pay to the Agent, on the Agent's demand, for the account of the Creditor  Party concerned the amount of all expenses incurred by a Creditor Party (and in respect of sub- paragraphs (a), (b) and (c)below, to the extent practicable, after prior consultation of the  Borrower on the amount of such expenses) in connection with:  (a) any amendment or supplement to a Finance Document which is requested by the Borrower,  or any proposal of the Borrower for such an amendment to be made;   (b) any consent or waiver by the Lenders, the Swap Banks, the Majority Lenders or the Creditor  Party concerned under or in connection with a Finance Document, or any request for such a  consent or waiver;  (c) the valuation of any security provided or offered under Clause 16 (Security Cover) or any other  matter relating to such security; or  (d) any step taken by the Creditor Party concerned with a view to the protection, exercise or  enforcement of any right or Security Interest created by a Finance Document or for any similar  purpose.  There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether  or not such as would be allowed under rules of court or any taxation or other procedure carried  out under such rules.  21.4 Documentary taxes  The Borrower shall promptly pay any tax payable on or by reference to any Finance Document,  and shall, on the Agent's demand, fully indemnify each Creditor Party against any claims,  expenses, liabilities and losses resulting from any failure or delay by the Borrower to pay such  a tax.  21.5 Reference rate transition costs  





 






   84 EUROPE/69638643v8  The Borrower shall on demand reimburse each of the Agent and the Security Trustee for the  amount of all costs and expenses (including legal fees) reasonably incurred by each Secured  Party in connection with:   (a) the negotiation or entry into of any Compounded Rate Supplement or Compounding  Methodology Supplement; or  (b) any amendment, waiver or consent relating to:  (i) the transition to the Compounded Reference Rate;   (ii) any Compounded Rate Supplement or Compounding Methodology Supplement; or  (iii) any change arising as a result of an amendment required under Clause 6.19 (Changes  to reference rates).  21.6 Certification of amounts  A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount,  or aggregate amount, is due to that Creditor Party under this Clause 21 (Fees and Expenses)  and which indicates (without necessarily specifying a detailed breakdown) the matters in  respect of which the amount, or aggregate amount, is due shall be prima facie evidence that  the amount, or aggregate amount, is due.  22 INDEMNITIES  22.1 Indemnities regarding borrowing and repayment of Loan  The Borrower shall fully indemnify the Agent and each Lender on the Agent's demand and the  Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which  are made or brought against or incurred by that Creditor Party as a result of or in connection  with:  (a) an Advance not being borrowed on the date specified in the relevant Drawdown Notice for  any reason other than a default by the Lender claiming the indemnity;   (b) the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the  last day of the applicable Interest Period or other relevant period;  (c) any failure (for whatever reason) by the Borrower to make payment of any amount due under  a Finance Document on the due date or, if so payable, on demand (after giving credit for any  default interest paid by the Borrower on the amount concerned under Clause 8 (Default  Interest)); and  (d) the occurrence and/or continuance of an Event of Default or a Potential Event of Default  and/or the acceleration of repayment of the Loan under Clause 20 (Events of Default).  22.2 Breakage costs  Without limiting its generality, Clause 22.1 (Indemnities regarding borrowing and repayment  of Loan) covers any Break Costs.  





 






   85 EUROPE/69638643v8  22.3 Miscellaneous indemnities  The Borrower shall fully indemnify each Creditor Party severally on their respective demands  in respect of all claims, expenses, liabilities and losses which may be made or brought against  or incurred by a Creditor Party, in any country, as a result of or in connection with:  (a) any action taken, or omitted or neglected to be taken, under or in connection with any Finance  Document by the Agent, the Security Trustee or any other Creditor Party or by any receiver  appointed under a Finance Document; or  (b) any other Pertinent Matter;  other than claims, expenses, liabilities and losses which are shown to have been caused by the  gross negligence, dishonesty or wilful misconduct of the officers or employees of the Creditor  Party concerned.  22.4 Currency indemnity  If any sum due from the Borrower or any Security Party to a Creditor Party under a Finance  Document or under any order or judgment relating to a Finance Document has to be converted  from the currency in which the Finance Document provided for the sum to be paid (the  "Contractual Currency") into another currency (the "Payment Currency") for the purpose of:  (a) making or lodging any claim or proof against the Borrower or any Security Party, whether in its  liquidation, any arrangement involving it or otherwise; or  (b) obtaining an order or judgment from any court or other tribunal; or  (c) enforcing any such order or judgment;  the Borrower shall indemnify within 3 Business Days of demand the Creditor Party concerned  against the loss arising when the amount of the payment actually received by that Creditor  Party is converted at the available rate of exchange into the Contractual Currency.  In this Clause 22.4 (Currency indemnity), the "available rate of exchange" means the rate at  which the Creditor Party concerned is able at the opening of business (London time) on the  Business Day after it receives the sum concerned to purchase the Contractual Currency with  the Payment Currency.  This Clause 22.4 (Currency indemnity) creates a separate liability of the Borrower which is  distinct from their other liabilities under the Finance Documents and which shall not be  merged in any judgment or order relating to those other liabilities.  22.5 Sanctions and regulatory indemnities  The Borrower shall pay to the Agent on demand, and the Borrower shall indemnify each Lender  against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but  not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or  incurred by a Lender (other than in each case by reason of a Lender's gross negligence,  dishonesty or wilful misconduct):  (a) arising or asserted under or in connection with any law relating to safety at sea, the ISM Code,  any Environmental Law or any Sanctions Law; or  





 






   86 EUROPE/69638643v8  (b) as a result of any claim, action, civil penalty or fine against, any settlement, and any other kind  of loss or liability, and as a result of conduct of the Borrower or any of their partners, directors,  officers, employees or agents that violates any Sanctions Laws.  22.6 Application to Master Agreements  For the avoidance of doubt, Clause 22.4 (Currency indemnity) does not apply in respect of sums  due from the Borrower to a Swap Counterparty under or in connection with a Master  Agreement as to which sums the provisions of section 8 (Contractual Currency) of that Master  Agreement shall apply.  22.7 Certification of amounts  A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount,  or aggregate amount, is due to that Creditor Party under this Clause 22 (Indemnities) and which  indicates (without necessarily specifying a detailed breakdown) the matters in respect of which  the amount, or aggregate amount, is due shall be, prima facie evidence that the amount, or  aggregate amount, is due. Upon the Borrower's written request such Creditor Party shall, so  far as practicable, provide an accompanying breakdown specifying the calculation of such  amount in reasonable detail (but omitting information with in the opinion of that Creditor  Party is of a sensitive or confidential nature).   22.8 Sums deemed due to a Lender  For the purposes of this Clause 22 (Indemnities), a sum payable by the Borrower to the Agent  or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.  23 NO SET-OFF OR TAX DEDUCTION  23.1 No deductions  All amounts due from the Borrower under a Finance Document shall be paid:  (a) without any form of set-off, cross-claim or condition; and  (b) free and clear of any Tax Deduction except a Tax Deduction which the Borrower is required by  law to make.  23.2 Grossing-up for taxes  If the Borrower is required by law to make a Tax Deduction from any payment:  (a) the Borrower shall notify the Agent as soon as it becomes aware of the requirement; similarly,  a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that  Lender. If the Agent receives such notification from a Lender it shall notify the affected Parties;  (b) the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and  in any event before any fine or penalty arises;  (c) subject as provided in Clause 31.17 (Tax indemnity, tax gross-up and increased costs on  assignment, transfer and change of lending office) the amount due in respect of the payment  shall be increased by the amount necessary to ensure that each Creditor Party receives and  





 






   87 EUROPE/69638643v8  retains (free from any liability relating to the Tax Deduction) a net amount which, after the Tax  Deduction, is equal to the full amount which it would otherwise have received; and  23.3 Evidence of payment of taxes  Promptly, and in any event within 1 month after making any Tax Deduction, the Borrower  concerned shall deliver to the Agent for the Creditor Party entitled to the payment an original  receipt (or certified copy thereof) satisfactory to that Creditor Party evidencing that the tax  had been paid to the appropriate taxation authority.  23.4 Tax credit  A Creditor Party which has obtained (and has derived full use and benefit, on an affiliated group  basis, of) a repayment or credit in respect of tax on account of which the Borrower (or any of  them) have made an increased payment under Clause 23.2 (Grossing-up for taxes) shall pay to  the Borrower a sum equal to the proportion of the repayment or credit which that Creditor  Party allocates to the amount due from the Borrower in respect of which the Borrower made  the increased payment Provided that:  (a) the Creditor Party shall not be obliged to allocate to this transaction any part of a tax  repayment or credit which is referable to a class or number of transactions;  (b) nothing in this Clause 23.4 (Tax credit) shall oblige a Creditor Party to arrange its tax affairs in  any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or  in priority to, another or to make any such claim within any particular time;  (c) nothing in this Clause 23.4 (Tax credit) shall oblige a Creditor Party to make a payment which  would leave it in a worse position than it would have been in if the Borrower had not been  required to make a Tax Deduction from a payment;   (d) any allocation or determination made by a Creditor Party under or in connection with this  Clause 23.4 (Tax credit) shall be conclusive and binding on the Borrower and the other Creditor  Parties;  (e) nothing in this Clause 23.4 (Tax credit) shall oblige any Creditor Party to disclose any  information relating to its affairs (tax or otherwise) or those of its ultimate parent company (or  any subsidiary thereof) or any computations in respect of tax; and  (f) the Creditor Party's tax affairs for its tax year in respect of which such credit or repayment was  obtained have been finally settled.  23.5 Tax Deduction  In this Clause 23 (No Set-Off or Tax Deduction) "Tax Deduction" means any deduction or  withholding for or on account of any present or future tax other than a FATCA Deduction.  23.6 Value Added Tax  (a) All amounts expressed to be payable under a Finance Document by any party to a Creditor  Party shall be deemed to be exclusive of any VAT.  If VAT is chargeable on any supply made by  any Creditor Party to any party in connection with a Finance Document, that party shall pay to  the Creditor Party (in additional to and at the same time as paying the consideration) an  amount equal to the amount of the VAT.  





 






   88 EUROPE/69638643v8  (b) Where a Finance Document requires any party to reimburse a Creditor Party for any costs or  expenses, that party shall also at the same time pay and indemnify the Creditor Party against  all VAT incurred by the Creditor Party in respect of the costs or expenses to the extent that the  Creditor Party reasonably determines that it is not entitled to credit or repayment of the VAT.  23.7 Application to Master Agreements  For the avoidance of doubt, Clause 23 (No Set-Off or Tax Deduction) does not apply in respect  of sums due from the Borrower to a Swap Counterparty under or in connection with a Master  Agreement as to which sums the provisions of section 2(d) (Deduction or Withholding for Tax)  of that Master Agreement shall apply.  23.8 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;   (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 paragraph (a)(i) 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 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 paragraph (a)(i) or (ii)  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.  





 






   89 EUROPE/69638643v8  23.9 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 the Borrower and the Agent and the  Agent shall notify the other Creditor Parties.  23.10 Tax indemnity  (a) The Borrower shall (within three Business Days of demand by the Agent) pay to a Creditor  Party an amount equal to the loss, liability or cost which that Creditor Party determines will be  or has been (directly or indirectly) suffered for or on account of Tax by that Creditor Party in  respect of a Finance Document.  (b) Paragraph (a) above shall not apply:  (i) with respect to any Tax assessed on a Creditor Party:  (A) under the law of the jurisdiction in which that Creditor Party is incorporated  or, if different, the jurisdiction (or jurisdictions) in which that Creditor Party is  treated as resident for tax purposes; or  (B) under the law of the jurisdiction in which that Creditor 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 Creditor Party; or  (ii) to the extent a loss, liability or cost:  (A) is compensated for by an increased payment under Clause 23.2 (Grossing-up  for taxes); or  (B) relates to a FATCA Deduction required to be made by a Party, or  (C) is in respect of VAT (which shall be dealt with in accordance with Clause 23.6  (Value Added Tax)); or   (D) is in respect of documentary taxes (which shall be dealt with in accordance  with Clause 21.4 (Documentary taxes)).  (c) A Creditor Party making, or intending to make, a claim under paragraph (a)above shall  promptly notify the Agent of the event which will give, or has given, rise to the claim, following  which the Agent shall notify the Borrower.  (d) A Creditor Party shall, on receiving a payment from a Borrower under this Clause 23.10 (Tax  indemnity), notify the Agent.  





 






   90 EUROPE/69638643v8  23.11 Non-Cooperative Jurisdiction  (a) Subject to paragraph (b)below, within ten Business Days of:   (i) a Lender becoming aware that; or  (ii) the Borrower notifying a Transferee Lender that,  an amount payable to that Lender or Transferee Lender (as applicable) by the Borrower under  a Finance Document is not (or will not be when the relevant income tax is calculated) treated  as a deductible charge or expense for Belgian tax purposes for the Borrower by reason of that  amount being:  (i) paid or accrued to a Lender or Transferee Lender (as applicable) incorporated,  domiciled, established or acting through a Facility Office located in a Non-Cooperative  Jurisdiction; or  (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial  institution located in a Non-Cooperative Jurisdiction,  (a “Non-Cooperative Jurisdiction Matter”) such Lender or Transferee Lender (as applicable)  shall supply to the Borrower such forms, documentation and other information relating to that  Non-Cooperative Jurisdiction Matter as:  (A) the Borrower reasonably requests for the purposes of the Borrower being able  to utilise a Belgian law provision so that amounts payable to such Lender or  Transferee Lender (as applicable) by the Borrower under a Finance Document  are (or will be when the relevant income tax is calculated) treated as a  deductible charge or expense for Belgian tax purposes; and  (B) are in the position of such Lender or Transferee Lender (as applicable) and such  Lender or Transferee Lender (as applicable) is permitted to provide to the  Borrower.  (b) Paragraph (a)above shall not oblige any Lender or Transferee Lender (as applicable) 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.  24 ILLEGALITY, ETC.  24.1 Illegality, etc.  This Clause 24 (Illegality, etc.) applies if a Creditor Party (the "Notifying Creditor Party")  notifies the Agent that it has become, or will with effect from a specified date, become:  (a) unlawful or prohibited as a result of the introduction of a new law, an amendment to an  existing law or a change in the manner in which an existing law is or will be interpreted or  applied; or   





 






   91 EUROPE/69638643v8  (b) contrary to, or inconsistent with, any regulation and/or contrary to or declared by any  Sanctions Authority to be contrary to Sanctions Laws,  for the Notifying Creditor Party to maintain or give effect to any of its obligations under this  Agreement in the manner contemplated by this Agreement.  24.2 Notification of illegality  The Agent shall promptly notify the Borrower, the Security Parties, the Security Trustee and  the other Lenders of the notice under Clause 24 (Illegality, etc.) which the Agent receives from  the Notifying Creditor Party.  24.3 Prepayment; termination of Commitment  (a) On the Agent notifying the Borrower under Clause 24.2 (Notification of illegality), the Creditor  Party's Commitment shall terminate; and to the extent that the Lender’s Contribution has not  been transferred pursuant to Clause 31.18 (Replacement of Lender by Borrower), thereupon  or, if later, on the date specified in the Notifying Creditor Party's notice under Clause 24  (Illegality, etc.) as the date on which the notified event would become effective the Borrower  shall prepay the Notifying Creditor Party's Contribution in accordance with Clause 9  (Reduction, Repayment, Prepayment and Cancellation).  (b) Upon the termination of a Notifying Creditor Party's Commitment and prepayment by the  Borrower of such Notifying Creditor Party's Contribution pursuant to paragraph (a) above any  sum prepaid by the Borrower in respect of a Notifying Creditor Party's Contribution under a  Tranche shall reduce the Repayment Instalments of that Tranche pro rata.  24.4 Mitigation  If circumstances arise which would result in a notification under Clause 24 (Illegality, etc.) then,  without in any way limiting the rights of the Notifying Creditor Party under Clause 24.3  (Prepayment; termination of Commitment), the Notifying Creditor Party shall use reasonable  endeavours to transfer its obligations, liabilities and rights under this Agreement and the  Finance Documents to another office or financial institution not affected by the circumstances  but the Notifying Creditor Party shall not be under any obligation to take any such action if, in  its opinion, to do would or might:  (a) have an adverse effect on its business, operations or financial condition; or  (b) involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or  inconsistent with, any regulation; or  (c) involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.  25 THE AGENT, THE MANDATED LEAD ARRANGER AND THE REFERENCE BANKS  25.1 Appointment of the Agent  (a) Each of the Mandated Lead Arranger, the Lenders and the Swap Banks appoints the Agent to  act as its agent under and in connection with the Finance Documents.  (b) Each of the Mandated Lead Arranger, the Lenders and the Swap Banks authorises the Agent to  perform the duties, obligations and responsibilities and to exercise the rights, powers,  





 






   92 EUROPE/69638643v8  authorities and discretions specifically given to the Agent under, or in connection with, the  Finance Documents together with any other incidental rights, powers, authorities and  discretions.  (c) Each of the Mandated Lead Arranger, the Lenders and the Swap Banks appoints the Agent for  the purpose of administering the Loan and the Finance Documents.  Each of them releases the  Agent from the restrictions on the representation of several parties by one agent pursuant to  section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions  pursuant to any other applicable law.  25.2 Instructions  (a) The 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 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 Creditor Party or group of Creditor Parties, in accordance with  instructions given to it by that Creditor Party or group of Creditor Parties).  (b) The 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 Creditor Party or group of Creditor Parties, from that Creditor Party or group of  Creditor Parties) as to whether, and in what manner, it should exercise or refrain from  exercising any right, power, authority or discretion and the 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 Creditor Party or group of  Creditor Parties under the relevant Finance Document and unless a contrary indication appears  in a Finance Document, any instructions given to the Agent by the Majority Lenders shall  override any conflicting instructions given by any other Parties and will be binding on all  Creditor 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 Agent to act in a specified manner or to take  a specified action;  (iii) in respect of any provision which protects the Agent's own position in its personal  capacity as opposed to its role of Agent for the relevant Creditor Parties.  (e) If giving effect to instructions given by the Majority Lenders would in the Agent's opinion have  an effect equivalent to an amendment or waiver referred to in Clause 34 (Variations and  





 






   93 EUROPE/69638643v8  Waivers), the Agent shall not act in accordance with those instructions unless consent to it so  acting is obtained from each Party (other than the 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  Agent shall do so having regard to the interests of all the Creditor Parties.  (g) The Agent may refrain from acting in accordance with any instructions of any Creditor Party or  group of Creditor 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 25.2 (Instructions), in the absence of  instructions, the 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 Creditor Parties.  The  Agent may act (or refrain from acting) as it considers to be in the best interest of the Creditor  Parties.  (i) The Agent is not authorised to act on behalf of a Creditor Party (without first obtaining that  Creditor 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 Finance Documents or  enforcement of the Finance Documents.  25.3 Duties of the Agent  (a) The Agent's duties under the Finance Documents are solely mechanical and administrative in  nature.  (b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a  copy of any document which is delivered to the Agent for that Party by any other Party.  (c) Without prejudice to Clause 31.3 (Transfer Certificate, delivery and notification), paragraph (b)  above shall not apply to any Transfer Certificate.  (d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to  review or check the adequacy, accuracy or completeness of any document it forwards to  another Party.  (e) If the Agent receives notice from a Party referring to any Finance Document, describing an  Event of Default and stating that the circumstance described is an Event of Default, it shall  promptly notify the other Creditor Parties.  (f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other  fee payable to a Creditor Party (other than the Agent, the Arranger or the Security Trustee)  under this Agreement, it shall promptly notify the other Creditor Parties.  (g) The 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).  





 






   94 EUROPE/69638643v8  25.4 Role of the Mandated Lead Arranger and Sustainability Agent  Except as specifically provided in the Finance Documents, the Mandated Lead Arranger and  Sustainability Agent have no obligations of any kind to any other Party under or in connection  with any Finance Document.  25.5 No fiduciary duties  (a) Nothing in any Finance Document constitutes the Agent or the Mandated Lead Arranger as a  trustee or fiduciary of any other person.  (b) Neither the Agent nor the Mandated Lead  Arranger shall be bound to account to other  Creditor Party for any sum or the profit element of any sum received by it for its own account.  25.6 Application of receipts  Except as expressly stated to the contrary in any Finance Document, any moneys which the  Agent receives or recovers in its capacity as Agent shall be applied by the Agent in accordance  with Clause 18 (Application of Receipts).  25.7 Business with the Group  The Agent and the Mandated Lead Arranger may accept deposits from, lend money to, and  generally engage in any kind of banking or other business with, any member of the Group.  25.8 Rights and discretions  (a) The 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 Creditor Parties  or any group of Creditor 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.  





 






   95 EUROPE/69638643v8  (b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for  the Creditor Parties) that:  (i) no Event of Default has occurred (unless it has actual knowledge of an Event of Default  arising under paragraph (a) of Clause 20.1 (Events of Default); and  (ii) any right, power, authority or discretion vested in any Party or any group of Creditor  Parties has not been exercised.  (c) The 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 Agent  may at any time engage and pay for the services of any lawyers to act as independent counsel  to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its  reasonable opinion deems this to be desirable.  (e) The 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 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.  (f) The 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 Agent's gross negligence or wilful  misconduct.  (g) Unless a Finance Document expressly provides otherwise the Agent may disclose to any other  Party any information it reasonably believes it has received as agent under the Finance  Documents.  (h) Without prejudice to the generality of the above, the Agent:  (i) may disclose; and  (ii) on the written request of the Borrower or the Majority Lenders shall, as soon as  reasonably practicable, disclose,  the identity of a Defaulting Lender or Non-Consenting Lender to the Borrower and to the other  Creditor Parties.  (i) Notwithstanding any other provision of any Finance Document to the contrary, neither the  Agent nor the Mandated Lead Arranger are 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.  





 






   96 EUROPE/69638643v8  (j) Notwithstanding any provision of any Finance Document to the contrary, the 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.  25.9 Responsibility for documentation  Neither the Agent nor the Mandated Lead Arranger are responsible or liable for:  (a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied  by the Agent, the Security Trustee, the Mandated Lead Arranger, the Borrower or any other  person in, or in connection with, any Finance Document or the transactions contemplated in  the Finance Documents or any other agreement, arrangement or document entered into,  made or executed in anticipation of, under or in connection with any Finance Document; or  (b) the legality, validity, effectiveness, adequacy or enforceability of any Pertinent 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 Pertinent Document or the  Security Property.  25.10 No duty to monitor  The Agent shall not be bound to enquire:  (a) whether or not any Event of Default has occurred;  (b) as to the performance, default or any breach by the Borrower of its obligations under any  Finance Document; or  (c) whether any other event specified in any Finance Document has occurred.  25.11 Exclusion of liability  (a) Without limiting paragraph (b) below (or any other provision of any Finance Document  excluding or limiting the liability of the Agent), the 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 Finance 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 Finance 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 Finance 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:  





 






   97 EUROPE/69638643v8  (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 Agent may take any proceedings against any officer, employee or  agent of the Agent in respect of any claim it might have against the Agent or in respect of any  act or omission of any kind by that officer, employee or agent in relation to any Finance  Document or any Security Property and any officer, employee or agent of the Agent may rely  on this Clause.  (c) The 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 Agent if the 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 Agent  for that purpose.  (d) Nothing in this Agreement shall oblige the Agent or the Mandated Lead 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 Creditor Party,  on behalf of any Creditor Party and each Creditor Party confirms to the Agent and the  Mandated Lead 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 Agent or  the Mandated Lead Arranger.  (e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent's  liability, any liability of the Agent arising under or in connection with any Finance 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 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 Agent at any time which  increase the amount of that loss.  In no event shall the 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 Agent has been advised of the  possibility of such loss or damages.  25.12 Lenders' indemnity to the 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 Agent, within three Business Days of demand, against any  





 






   98 EUROPE/69638643v8  cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross  negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the  Agent has been reimbursed by the Borrower 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 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 Agent to the Borrower.  25.13 Resignation of the Agent  (a) The Agent may resign and appoint one of its Affiliates acting through an office as successor by  giving notice to the other Creditor Parties and the Borrower.  (b) Alternatively, the Agent may resign by giving 30 days' notice to the other Creditor Parties and  the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may  appoint as a successor Agent any reputable financial institution.  (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph  (b) above within 20 days after notice of resignation was given, the retiring Agent (after  consultation with the Borrower) may appoint as a successor Agent any reputable financial  institution.  (d) The retiring Agent shall make available to the successor Agent such documents and records  and provide such assistance as the successor Agent may reasonably request for the purposes  of performing its functions as Agent under the Finance Documents.  (e) The Agent's resignation notice shall only take effect upon the appointment of a successor.  (f) Upon the appointment of a successor, the retiring Agent shall be discharged from any further  obligation in respect of the Finance Documents (other than its obligations under paragraph (d)  above) but shall remain entitled to the benefit of Clause 22.1 (Indemnities regarding borrowing  and repayment of Loan) and this Clause 25 (The Agent, the Mandated Lead 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 Agent.  Any fees for the account of the  retiring 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) After consultation with the Borrower, the Majority Lenders may, by notice to the Agent,  require it to resign in accordance with paragraph (b) above.  In this event, the Agent shall resign  in accordance with paragraph (b) above.  (h) The consent of the Borrower is not required for an assignment or transfer of rights and/or  obligations by the Agent.  (i) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable,  shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c)  above) if on or after the date which is three months before the earliest FATCA Application Date  relating to any payment to the Agent under the Finance Documents, either:  





 






   99 EUROPE/69638643v8  (i) the Agent fails to respond to a request under Clause 23.8 (FATCA information) and a  Lender reasonably believes that the Agent will not be (or will have ceased to be) a  FATCA Exempt Party on or after that FATCA Application Date;  (ii) the information supplied by the Agent pursuant to Clause 23.8 (FATCA information)  indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party  on or after that FATCA Application Date; or  (iii) the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have  ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;  and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA  Deduction that would not be required if the Agent were a FATCA Exempt Party, and that  Lender, by notice to the Agent, requires it to resign.  25.14 Confidentiality  (a) In acting as Agent for the Creditor Parties, the 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 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 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, neither the  Agent nor the Mandated Lead Arranger are 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.  25.15 Relationship with the other Creditor Parties  (a) The Agent may treat the person shown in its records as Lender or Swap Bank at the opening  of business (in the place of the Agent's principal office as notified to the Creditor Parties from  time to time) as the Lender acting through its Facility Office or, as the case may be, the Swap  Bank:  (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 or Swap  Bank to the contrary in accordance with the terms of this Agreement.  (b) Each Creditor Party shall supply the Agent with any information that the Security Trustee may  reasonably specify (through the Agent) as being necessary or desirable to enable the Security  Trustee to perform its functions as Security Trustee.  Each Creditor Party shall deal with the  Security Trustee exclusively through the Agent and shall not deal directly with the Security  





 






   100 EUROPE/69638643v8  Trustee and any reference to any instructions being given by or sought from any Creditor Party  or group of Creditor Parties by or to the Security Trustee in this Agreement must be given or  sought through the Agent.  (c) Any Lender may by notice to the 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, fax number and (where  communication by electronic mail or other electronic means is permitted under Clause 36.7  (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, fax number, electronic mail address (or such other  information), department and officer by that Lender for the purposes of Clause 36.2 (Addresses  for communications) and Clause 36.7 (Electronic communication) and the 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.  25.16 Credit appraisal by the Creditor Parties  Without affecting the responsibility of the Borrower for information supplied by it or on its  behalf in connection with any Document, each Creditor Party confirms to the Agent and the  Mandated Lead 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 Document including but not limited to:  (a) the financial condition, status and nature of each member of the Group;  (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance 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 Finance Document or the Security  Property;  (c) whether that Creditor 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 Finance Document,  the Security Property, the transactions contemplated by the Finance Documents or any other  agreement, arrangement or document entered into, made or executed in anticipation of,  under or in connection with any Finance Document or the Security Property;  (d) the adequacy, accuracy or completeness of any information provided by the Agent, any Party  or by any other person under, or in connection with, any Finance Document, the transactions  contemplated by any Finance Document or any other agreement, arrangement or document  entered into, made or executed in anticipation of, under or in connection with any Finance  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.  25.17 Deduction from amounts payable by the Agent  If any Party owes an amount to the Agent under the Finance Documents, the Agent may, after  giving notice to that Party, deduct an amount not exceeding that amount from any payment  to that Party which the Agent would otherwise be obliged to make under the Finance  





 






   101 EUROPE/69638643v8  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.  25.18 Reliance and engagement letters  Each Secured Party confirms that each of the Mandated Lead Arranger and the Agent has  authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or  reports already accepted by the Mandated Lead Arranger or the 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.  25.19 Full freedom to enter into transactions  Without prejudice to Clause 25.7 (Business with the Group) or any other provision of a Finance  Document and notwithstanding any rule of law or equity to the contrary, the Agent shall be  absolutely entitled:  (a) to enter into and arrange banking, derivative, investment and/or other transactions of every  kind with or affecting the Borrower 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  trustee for, and/or participating in, other facilities to such Borrower or any person who is party  to, or referred to in, a Finance Document);  (b) to deal in and enter into and arrange transactions relating to:  (i) any securities issued or to be issued by the Borrower 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 Borrower or any person who is a party to, or referred  to in, a Finance Document,  and, in particular, the 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.  26 THE SECURITY TRUSTEE  26.1 Trust  (a) The Security Trustee declares that it holds the Security Property on trust for the Creditor  Parties on the terms contained in this Agreement and shall deal with the Security Property in  accordance with this Clause 26 (The Security Trustee) and the other provisions of the Finance  Documents.  





 






   102 EUROPE/69638643v8  (b) Each other Creditor Party authorises the Security Trustee to perform the duties, obligations  and responsibilities and to exercise the rights, powers, authorities and discretions specifically  given to the Security Trustee under, or in connection with, the Finance Documents together  with any other incidental rights, powers, authorities and discretions.  (c) Each of the Creditor Parties appoints the Security Trustee for the purpose of administering the  Loan and the Finance Documents.  Each of them releases the Security Trustee from the  restrictions on the representation of several parties by one agent pursuant to section 181 of  the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions pursuant to any other  applicable law.  26.2 Parallel Debt (Covenant to pay the Security Trustee)  (a) The Borrower irrevocably and unconditionally undertakes to pay to the Security Trustee its  Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its  Corresponding Debt.  The Parallel Debt of the Borrower:  (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.  (b) For purposes of this Clause 26.2 (Parallel Debt (Covenant to pay the Security Trustee)), the  Security Trustee:  (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 Creditor 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).  (c) The Parallel Debt of the Borrower 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 the Borrower 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 the Borrower shall never exceed its  Corresponding Debt.  





 






   103 EUROPE/69638643v8  (d) All amounts received or recovered by the Security Trustee in connection with this Clause 26.2  (Parallel Debt (Covenant to pay the Security Trustee)) to the extent permitted by applicable  law, shall be applied in accordance with Clause 18 (Application of Receipts).  (e) This Clause 26.2 (Parallel Debt (Covenant to pay the Security Trustee)) shall apply, with any  necessary modifications, to each Finance Document.  26.3 Enforcement through Security Trustee only  The Creditor 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 Finance Documents except through the Security Trustee.  26.4 Instructions  (a) The Security Trustee 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 Trustee in  accordance with any instructions given to it by:  (A) all Lenders (or the 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 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 Creditor Party or group of Creditor Parties, in accordance with  instructions given to it by that Creditor Party or group of Creditor Parties).  (b) The Security Trustee shall be entitled to request instructions, or clarification of any instruction,  from the Majority Lenders (or the Agent on their behalf) (or, if the relevant Finance Document  stipulates the matter is a decision for any other Creditor Party or group of Creditor Parties,  from that Creditor Party or group of Creditor Parties) as to whether, and in what manner, it  should exercise or refrain from exercising any right, power, authority or discretion and the  Security Trustee 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 Creditor Party or group of  Creditor Parties under the relevant Finance Document and unless a contrary indication appears  in a Finance Document, any instructions given to the Security Trustee by the Majority Lenders  shall override any conflicting instructions given by any other Parties and will be binding on all  Creditor 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 Trustee to act in a specified manner  or to take a specified action;  





 






   104 EUROPE/69638643v8  (iii) in respect of any provision which protects the Security Trustee's own position in its  personal capacity as opposed to its role of Security Trustee for the relevant Secured  Parties.  (iv) in respect of the exercise of the Security Trustee's discretion to exercise a right, power  or authority under any of:  (A) Clause 26.28 (Application of receipts);  (B) Clause 26.29 (Permitted Deductions); and  (C) Clause 26.30 (Prospective liabilities).  (e) If giving effect to instructions given by the Majority Lenders would in the Security Trustee's  opinion have an effect equivalent to an amendment or waiver referred to in Clause 34  (Variations and Waivers), the Security Trustee shall not act in accordance with those  instructions unless consent to it so acting is obtained from each Party (other than the Security  Trustee) 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 Trustee shall do so having regard to the interests of all the Creditor Parties.  (g) The Security Trustee may refrain from acting in accordance with any instructions of any  Creditor Party or group of Creditor 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 26.4 (Instructions), in the absence of  instructions, the Security Trustee 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 Trustee is not authorised to act on behalf of a Creditor Party (without first  obtaining that Creditor 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 Finance Documents  or enforcement of the Finance Documents.  26.5 Duties of the Security Trustee  (a) The Security Trustee's duties under the Finance Documents are solely mechanical and  administrative in nature.  (b) The Security Trustee shall promptly forward to a Party the original or a copy of any document  which is delivered to the Security Trustee for that Party by any other Party.  





 






   105 EUROPE/69638643v8  (c) Except where a Finance Document specifically provides otherwise, the Security Trustee is not  obliged to review or check the adequacy, accuracy or completeness of any document it  forwards to another Party.  (d) If the Security Trustee 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 Creditor Parties.  (e) The Security Trustee 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).  26.6 No fiduciary duties  (a) Nothing in any Finance Document constitutes the Security Trustee as an agent, trustee or  fiduciary of the Borrower.  (b) The Security Trustee 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.  26.7 Business with the Group  The Security Trustee may accept deposits from, lend money to, and generally engage in any  kind of banking or other business with, any member of the Group.  26.8 Rights and discretions  (a) The Security Trustee 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 Creditor Parties  or any group of Creditor 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,  





 






   106 EUROPE/69638643v8  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 Security Trustee shall be entitled to carry out all dealings with the other Creditor Parties  through the Agent and may give to the Agent any notice or other communication required to  be given by the Security Trustee to any Creditor Party.  (c) The Security Trustee may assume (unless it has received notice to the contrary in its capacity  as security trustee for the Creditor Parties) that:  (i) no Event of Default has occurred; and  (ii) any right, power, authority or discretion vested in any Party or any group of Creditor  Parties has not been exercised.  (d) The Security Trustee 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  Trustee may at any time engage and pay for the services of any lawyers to act as independent  counsel to the Security Trustee (and so separate from any lawyers instructed by the Agent or  the Lenders) if the Security Trustee in its reasonable opinion deems this to be desirable.  (f) The Security Trustee 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  Trustee 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 Trustee 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 Trustee's gross negligence or  wilful misconduct.  (h) Unless a Finance Document expressly provides otherwise the Security Trustee may disclose to  any other Party any information it reasonably believes it has received as security trustee under  the Finance Documents.  (i) Notwithstanding any other provision of any Finance Document to the contrary, the Security  Trustee 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.  (j) Notwithstanding any provision of any Finance Document to the contrary, the Security Trustee  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.  





 






   107 EUROPE/69638643v8  26.9 Responsibility for documentation  None of the Security Trustee or any Receiver is responsible or liable for:  (a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied  by the Agent, the Security Trustee, the Mandated Lead  Arranger, the Borrower or any other  person in, or in connection with, any Finance Document or the transactions contemplated in  the Finance Documents or any other agreement, arrangement or document entered into,  made or executed in anticipation of, under or in connection with any Finance Document; or  (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance 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 Finance Document or the Security  Property.  26.10 No duty to monitor  The Security Trustee shall not be bound to enquire:  (a) whether or not any Event of Default has occurred;  (b) as to the performance, default or any breach by the Borrower of its obligations under any  Finance Document; or  (c) whether any other event specified in any Finance Document has occurred.  26.11 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 Trustee or any Receiver),  none of the Security Trustee nor any Receiver 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 Finance 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 Finance 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 Finance 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,  





 






   108 EUROPE/69638643v8  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 Trustee or that Receiver (as applicable) may take any  proceedings against any officer, employee or agent of the Security Trustee or a Receiver in  respect of any claim it might have against the Security Trustee or a Receiver or in respect of  any act or omission of any kind by that officer, employee or agent in relation to any Finance  Document or any Security Property.  (c) The Security Trustee 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  Trustee if the Security Trustee 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 Trustee for that purpose.  (d) Nothing in this Agreement shall oblige the Security Trustee 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 Creditor Party,  on behalf of any Creditor Party and each Creditor Party confirms to the Security Trustee 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 Trustee.  (e) Without prejudice to any provision of any Finance Document excluding or limiting the liability  of the Security Trustee or any Receiver, any liability of the Security Trustee or any Receiver  arising under or in connection with any Finance 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 Trustee or Receiver  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 Trustee or any Receiver at  any time which increase the amount of that loss.  In no event shall the Security Trustee or any  Receiver 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 Trustee or the Receiver has been advised of the possibility of such loss or damages.  26.12 Lenders' indemnity to the Security Trustee  (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 Trustee 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 Trustee's or Receiver's gross negligence or wilful misconduct) in acting  as Security Trustee or Receiver under the Finance Documents (unless the Security Trustee or  Receiver has been reimbursed by the Borrower pursuant to a Finance Document).  





 






   109 EUROPE/69638643v8  (b) Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any  Lender for any payment that Lender makes to the Security Trustee 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 Trustee to the  Borrower.  26.13 Resignation of the Security Trustee  (a) The Security Trustee may resign and appoint one of its Affiliates acting through an office as  successor by giving notice to the other Creditor Parties and the Borrower.  (b) Alternatively, the Security Trustee may resign by giving 30 days' notice to the other Creditor  Parties and the Borrower, in which case the Majority Lenders (after consultation with the  Borrower) may appoint as a successor Security Trustee any reputable financial institution.  (c) If the Majority Lenders have not appointed a successor Security Trustee in accordance with  paragraph (b) above within 20 days after notice of resignation was given, the retiring Security  Trustee (after consultation with the Borrower) may appoint as a successor Security Trustee  any reputable financial institution.  (d) The retiring Security Trustee shall make available to the successor Security Trustee such  documents and records and provide such assistance as the successor Security Trustee may  reasonably request for the purposes of performing its functions as Security Trustee under the  Finance Documents.  The Borrower shall, within three Business Days of demand, reimburse  the retiring Security Trustee 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 Trustee's resignation notice shall only take effect upon:  (i) the appointment of a successor; and  (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 Trustee 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 26.25 (Winding up of  trust) and paragraph (d) above) but shall remain entitled to the benefit of Clause 22.1  (Indemnities regarding borrowing and repayment of Loan) and this Clause 26 (The Security  Trustee) 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 Trustee.  Any fees for the account  of the retiring Security Trustee 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 Trustee, require it to resign in accordance  with paragraph (b) above.  In this event, the Security Trustee shall resign in accordance with  paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of  the Borrower.  





 






   110 EUROPE/69638643v8  (h) The consent of the Borrower is not required for an assignment or transfer of rights and/or  obligations by the Security Trustee.  26.14 Confidentiality  (a) In acting as Security Trustee for the Creditor Parties, the Security Trustee 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 Trustee 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 Trustee 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  Trustee 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.  26.15 Credit appraisal by the Creditor Parties  Without affecting the responsibility of the Borrower for information supplied by it or on its  behalf in connection with any Finance Document, each Creditor Party confirms to the Security  Trustee 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  Finance Document including but not limited to:  (a) the financial condition, status and nature of each member of the Group;  (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance 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 Finance Document or the Security  Property;  (c) whether that Creditor 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 Finance Document,  the Security Property, the transactions contemplated by the Finance Documents or any other  agreement, arrangement or document entered into, made or executed in anticipation of,  under or in connection with any Finance Document or the Security Property;  (d) the adequacy, accuracy or completeness of any information provided by the Security Trustee,  any Party or by any other person under, or in connection with, any Finance Document, the  transactions contemplated by any Finance Document or any other agreement, arrangement  or document entered into, made or executed in anticipation of, under or in connection with  any Finance 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.  





 






   111 EUROPE/69638643v8  26.16 Security Trustee's management time  (a) In the event of:  (i) an Event of Default;  (ii) the Security Trustee being requested by the Borrower or the Majority Lenders to  undertake duties which the Security Trustee and the Borrower agrees to be of an  exceptional nature or outside the scope of the normal duties of the Security Trustee  under the Finance Documents; or  (iii) the Security Trustee and the Borrower agreeing that it is otherwise appropriate in the  circumstances,  the Borrower shall pay to the Security Trustee 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 Trustee and the Borrower 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 Trustee  and approved by the Borrower or, failing approval, nominated (on the application of the  Security Trustee) 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 Borrower) and  the determination of any investment bank shall be final and binding upon the Parties.  26.17 Reliance and engagement letters  Each Secured Party confirms that the Security Trustee has authority to accept on its behalf  (and ratifies the acceptance on its behalf of any letters or reports already accepted by the  Security Trustee) 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.  26.18 No responsibility to perfect Transaction Security  The Security Trustee 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 the Borrower 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;  





 






   112 EUROPE/69638643v8  (d) take, or to require the Borrower 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 Finance Document.  26.19 Insurance by Security Trustee  (a) The Security Trustee 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 Trustee 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 Trustee 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 Trustee fails to do so within 14 days after receipt of that request.  26.20 Custodians and nominees  The Security Trustee 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 Trustee 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 Trustee 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.  26.21 Delegation by the Security Trustee  (a) Each of the Security Trustee and any Receiver 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 Trustee or that Receiver (as the case  may be) may, in its discretion, think fit in the interests of the Secured Parties.  (c) No Security Trustee or Receiver 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.  





 






   113 EUROPE/69638643v8  26.22 Additional Security Trustees  (a) The Security Trustee 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 Creditor Parties; or  (ii) for the purposes of conforming to any legal requirement, restriction or condition which  the Security Trustee deems to be relevant; or  (iii) for obtaining or enforcing any judgment in any jurisdiction,  and the Security Trustee shall give prior notice to the Borrower and the Creditor Parties of that  appointment.  (b) Any person so appointed shall have the rights, powers, authorities and discretions (not  exceeding those given to the Security Trustee 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 Trustee may pay to that person (after consultation with  the Borrower), 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 Trustee.  26.23 Acceptance of title  The Security Trustee shall be entitled to accept without enquiry, and shall not be obliged to  investigate, any right and title that the Borrower may have to any of the Security Assets and  shall not be liable for or bound to require the Borrower to remedy any defect in its right or  title.  26.24 Releases  Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction  Security by a Receiver or the Security Trustee, the Security Trustee is irrevocably authorised  (at the cost of the Borrower and without any consent, sanction, authority or further  confirmation from any other Creditor 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.  26.25 Winding up of trust  If the Security Trustee, with the approval of the Agent determines that:  (a) all of the Secured Liabilities and all other obligations secured by the Finance 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 the Borrower pursuant to the  Finance Documents,  





 






   114 EUROPE/69638643v8  then  (i) the trusts set out in this Agreement shall be wound up and the Security Trustee shall  release, without recourse or warranty, all of the Transaction Security and the rights of  the Security Trustee under each of the Finance Documents; and  (ii) any Security Trustee which has resigned pursuant to Clause 26.13 (Resignation of the  Security Trustee) shall release, without recourse or warranty, all of its rights under each  Finance Document.  26.26 Powers supplemental to Trustee Acts  The rights, powers, authorities and discretions given to the Security Trustee 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 Trustee by  law or regulation or otherwise.  26.27 Disapplication of Trustee Acts  Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Trustee 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.  26.28 Application of receipts  All amounts from time to time received or recovered by the Security Trustee pursuant to the  terms of any Finance Document, under Clause 26.2 (Parallel Debt (Covenant to pay the Security  Trustee)) or in connection with the realisation or enforcement of all or any part of the Security  Property (for the purposes of this Clause 26 (The Security Trustee), the "Recoveries") shall be  held by the Security Trustee on trust to apply them at any time as the Security Trustee (in its  discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining  provisions of this Clause 26 (The Security Trustee)), in the following order of priority:  (a) in discharging any sums owing to the Security Trustee (in its capacity as such) (other than  pursuant to Clause 26.2 (Parallel Debt (Covenant to pay the Security Trustee)) or any Receiver;  (b) in payment or distribution to the Agent, on its behalf and on behalf of the other Creditor  Parties, for application towards the discharge of all sums due and payable by the Borrower  under any of the Finance Documents in accordance with Clause 18 (Application of Receipts);  (c) if the Borrower is not under any further actual or contingent liability under any Finance  Document, in payment or distribution to any person to whom the Security Trustee is obliged  to pay or distribute in priority to the Borrower; and  (d) the balance, if any, in payment or distribution to the Borrower.  





 






   115 EUROPE/69638643v8  26.29 Permitted Deductions  The Security Trustee 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 Trustee under  any of the Finance Documents or otherwise (other than in connection with its remuneration  for performing its duties under this Agreement).  26.30 Prospective liabilities  Following acceleration the Security Trustee may, in its discretion, or at the request of the  Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the  name of the Security Trustee with such financial institution (including itself) and for so long as  the Security Trustee shall think fit (the interest being credited to the relevant account) for later  payment to the Agent for application in accordance with Clause 26.28 (Application of receipts)  in respect of:  (a) any sum to the Security Trustee or any Receiver; and  (b) any part of the Secured Liabilities,  that the Security Trustee or, in the case of paragraph (b) only, the Agent, reasonably considers,  in each case, might become due or owing at any time in the future.  26.31 Investment of proceeds  Prior to the payment of the proceeds of the Recoveries to the Agent for application in  accordance with Clause 26.28 (Application of receipts) the Security Trustee 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 Trustee with such financial institution (including itself)  and for so long as the Security Trustee shall think fit (the interest being credited to the relevant  account) pending the payment from time to time of those moneys in the Security Trustee's  discretion in accordance with the provisions of Clause 26.28 (Application of receipts).  26.32 Currency conversion  (a) For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security  Trustee may convert any moneys received or recovered by the Security Trustee from one  currency to another, at a market rate of exchange.  (b) The obligations of the Borrower 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.  





 






   116 EUROPE/69638643v8  26.33 Good discharge  (a) Any payment to be made in respect of the Secured Liabilities by the Security Trustee may be  made to the Agent on behalf of the Creditor Parties and any payment made in that way shall  be a good discharge, to the extent of that payment, by the Security Trustee.  (b) The Security Trustee is under no obligation to make the payments to the Agent under  paragraph (a) above in the same currency as that in which the obligations and liabilities owing  to the relevant Creditor Party are denominated.  26.34 Amounts received by Borrower  If the Borrower receives or recovers any amount which, under the terms of any of the Finance  Documents, should have been paid to the Security Trustee, the Borrower will hold the amount  received or recovered on trust for the Security Trustee and promptly pay that amount to the  Security Trustee for application in accordance with the terms of this Agreement.  26.35 Full freedom to enter into transactions  Without prejudice to Clause 26.7 (Business with the Group) or any other provision of a Finance  Document and notwithstanding any rule of law or equity to the contrary, the Security Trustee  shall be absolutely entitled:  (a) to enter into and arrange banking, derivative, investment and/or other transactions of every  kind with or affecting the Borrower 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  trustee for, and/or participating in, other facilities to such Borrower or any person who is party  to, or referred to in, a Finance Document);  (b) to deal in and enter into and arrange transactions relating to:  (i) any securities issued or to be issued by the Borrower 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 Borrower or any person who is a party to, or referred  to in, a Finance Document,  and, in particular, the Security Trustee 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.  27 CONDUCT OF BUSINESS BY THE CREDITOR PARTIES  No provision of this Agreement will:  (a) interfere with the right of any Creditor Party to arrange its affairs (tax or otherwise) in  whatever manner it thinks fit;  





 






   117 EUROPE/69638643v8  (b) oblige any Creditor Party to investigate or claim any credit, relief, remission or repayment  available to it or the extent, order and manner of any claim; or  oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or  any computations in respect of Tax.  28 SHARING AMONG THE CREDITOR PARTIES  28.1 Payments to Creditor Parties  If a Creditor Party (a "Recovering Creditor Party") receives or recovers any amount from the  Borrower other than in accordance with Clause 17 (Payments and Calculations) (a "Recovered  Amount") and applies that amount to a payment due to it under the Finance Documents then:  (a) the Recovering Creditor Party shall, within three Business Days, notify details of the receipt or  recovery, to the Agent;  the Agent shall determine whether the receipt or recovery is in excess of the amount the  Recovering Creditor Party would have been paid had the receipt or recovery been received or  made by the Agent and distributed in accordance with Clause 17 (Payments and Calculations),  without taking account of any Tax which would be imposed on the Agent in relation to the  receipt, recovery or distribution; and  (b) the Recovering Creditor Party shall, within three Business Days of demand by the Agent, pay  to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any  amount which the Agent determines may be retained by the Recovering Creditor Party as its  share of any payment to be made, in accordance with Clause 18.1 (Normal order of  application).  28.2 Redistribution of payments  The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute  it among the Creditor Parties (other than the Recovering Creditor Party) (the "Sharing Creditor  Parties") in accordance with Clause 18.1 (Normal order of application) towards the obligations  of the Borrower to the Sharing Creditor Parties.  28.3 Recovering Creditor Party's rights  On a distribution by the Agent under Clause 28.2 (Redistribution of payments) of a payment  received by a Recovering Creditor Party from Borrower, as between the Borrower and the  Recovering Creditor Party, an amount of the Recovered Amount equal to the Sharing Payment  will be treated as not having been paid by the Borrower.  28.4 Reversal of redistribution  If any part of the Sharing Payment received or recovered by a Recovering Creditor Party  becomes repayable and is repaid by that Recovering Creditor Party, then:  (a) each Sharing Creditor Party shall, upon request of the Agent, pay to the Agent for the account  of that Recovering Creditor 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  Creditor Party for its proportion of any interest on the Sharing Payment which that Recovering  Creditor Party is required to pay) (the "Redistributed Amount"); and  





 






   118 EUROPE/69638643v8  (b) as between the Borrower and each relevant Sharing Creditor Party, an amount equal to the  relevant Redistributed Amount will be treated as not having been paid by the Borrower.  28.5 Exceptions  (a) This Clause 28 (Sharing among the Creditor Parties) shall not apply to the extent that the  Recovering Creditor Party would not, after making any payment pursuant to this Clause, have  a valid and enforceable claim against the Borrower.  (b) A Recovering Creditor Party is not obliged to share with any other Creditor Party any amount  which the Recovering Creditor Party has received or recovered as a result of taking legal or  arbitration proceedings, if:  (i) it notified that other Creditor Party of the legal or arbitration proceedings; and  (ii) that other Creditor 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.  29 INCREASED COSTS  29.1 Increased costs  (a) Subject to Clause 29.3 (Exceptions), the Borrower shall, within three Business Days of a demand  by the Agent, pay for the account of a Creditor Party the amount of any Increased Costs  incurred by that Creditor 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  





 






   119 EUROPE/69638643v8  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:  (A) a reduction in the rate of return from a Facility or on a Creditor 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 Creditor Party or any of its Affiliates to the extent  that it is attributable to that Creditor Party having entered into its Commitment or  funding or performing its obligations under any Finance Document.  29.2 Increased cost claims  (a) A Creditor Party intending to make a claim pursuant to Clause 29 (Increased Costs) (the  "Notifying Creditor Party") shall notify the Agent of the event giving rise to the claim, following  which the Agent shall promptly notify the Borrower.  (b) A Notifying Creditor Party shall, as soon as practicable after a demand by the Agent, provide a  certificate confirming the amount of its Increased Costs (specifying so far as practicable a  breakdown in reasonable detail but omitting information which in the opinion of that Creditor  Party is of a sensitive or confidential nature).  29.3 Exceptions  Clause 29 (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 the Borrower;  (b) attributable to a FATCA Deduction required to be made by a Party;  (c) compensated for by Clause 23.10 (Tax indemnity) (or would have been compensated for under  Clause 23.10 (Tax indemnity) but was not so compensated solely because any of the exclusions  in paragraph (b) of Clause 23.10 (Tax indemnity) applied;  





 






   120 EUROPE/69638643v8  (d) in respect of an amount of VAT (which shall be dealt with in accordance with Clause 23.6 (Value  Added Tax));  (e) compensated for under Clause 21.4 (Documentary taxes);   (f) attributable to the wilful breach by the relevant Notifying Creditor Party or its Affiliates of any  law or regulation; or  (g) incurred by a Swap Bank in its capacity as such.  29.4 Notification to Borrower of claim for increased costs  The Agent shall promptly notify the Borrower and the Security Parties of the notice which the  Agent received from the Notifying Creditor Party under Clause 29.1 (Increased costs) and there  shall then be a 60 day consultation period for the Borrower and Notifying Creditor Party to  discuss the particular increased cost and amount to be paid to the Notifying Creditor Party.  29.5 Payment of increased costs  Unless something to the contrary is agreed by the Borrower and the Notifying Creditor Party  during the 60 day consultation period referred to in 29.4 (Notification to Borrower of claim for  increased costs), the Borrower shall pay to the Agent, on the Agent's demand, for the account  of the Notifying Creditor Party the amounts which the Agent from time to time notifies the  Borrower that the Notifying Creditor Party has specified to be necessary to compensate the  Notifying Creditor Party for the increased cost.   29.6 Notice of prepayment  If the Borrower is not willing to continue to compensate the Notifying Creditor Party for the  increased cost under Clause 29.5 (Payment of increased costs), the Borrower may give the  Agent not less than 5 Business Days' notice of their intention to prepay the Notifying Creditor  Party's Contribution or to procure a Transferee Lender.   29.7 Prepayment; termination of Commitment  A notice of prepayment under Clause 29.6 (Notice of prepayment) shall be irrevocable; the  Agent shall promptly notify the Notifying Creditor Party of the Borrower's notice of intended  prepayment; and:  (a) on the date on which the Agent serves that notice, the Commitment of the Notifying Creditor  Party shall be cancelled; and  (b) on the date specified in its notice of intended prepayment, the Borrower shall prepay (without  premium or penalty) the Notifying Creditor Party's Contribution, together with accrued  interest thereon at the applicable rate plus the applicable Margin.  29.8 Application of prepayment  Clause 9 (Repayment, Prepayment and Cancellation) shall apply in relation to the prepayment.  





 






   121 EUROPE/69638643v8  30 SET- OFF  30.1 Application of credit balances  Each Creditor Party may, at any time after the occurrence of an Event of Default which is  continuing, without prior notice:  (a) apply any balance (whether or not then due) which at any time stands to the credit of any  account in the name of the Borrower at any office in any country of that Creditor Party in or  towards satisfaction of any sum then due from the Borrower to that Creditor Party under any  of the Finance Documents; and  (b) for that purpose:  (i) break, or alter the maturity of, all or any part of a deposit of the Borrower;  (ii) convert or translate all or any part of a deposit or other credit balance into Dollars;   (iii) enter into any other transaction or make any entry with regard to the credit balance  which the Creditor Party concerned considers appropriate.  30.2 Existing rights unaffected  No Creditor Party shall be obliged to exercise any of its rights under Clause 30.1 (Application  of credit balances); and those rights shall be without prejudice and in addition to any right of  set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor  Party is entitled (whether under the general law or any document).  30.3 Sums deemed due to a Lender  For the purposes of this Clause 30 (Set-Off), a sum payable by the Borrower to the Agent or  the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a  sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to,  or for the account of, the Lenders shall be treated as a sum due to such Lender.  30.4 No Security Interest  This Clause 30 (Set-Off) gives the Creditor Parties a contractual right of set-off only and does  not create any equitable charge or other Security Interest over any credit balance of the  Borrower.  31  TRANSFERS AND CHANGES IN LENDING OFFICES  31.1 Transfer by Borrower  The Borrower may not, without the consent of the Agent given on the instructions of all the  Lenders, transfer any of its rights, liabilities or obligations under any Finance Document.  31.2 Transfer by a Lender  Subject to Clause 31.4 (Effective Date of Transfer Certificate), a Lender (the "Transferor  Lender") may, at its own cost, with the prior written consent of the Borrower (not to be  unreasonably withheld or delayed) or without the consent of the Borrower if an Event of  





 






   122 EUROPE/69638643v8  Default has occurred and is continuing or if to an Affiliate of the Lender, a Related Fund, a Pre- Approved Transferee or another Lender, cause:   (a) its rights in respect of all or pro rata parts of its Contribution; or  (b) its obligations in respect of all or pro rata parts of its Commitment; or  (c) a combination of (a)and (b);  to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by,  another bank or financial institution, insurer or re-insurer, 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 (a "Transferee Lender") by delivering to the Agent  a completed certificate in the form set out in Schedule 5 (Transfer Certificate) with any  modifications approved or required by the Agent (a "Transfer Certificate") executed by the  Transferor Lender and the Transferee Lender Provided that a Lender may make such transfer  to any wholly owned subsidiary of it, to a Related Fund, to its parent company or to another  subsidiary of its parent company without the consent of the Borrower and the fee referred to  in Clause 31.11 (Registration fee) shall not apply in relation to any such transfer.  Without prejudice to the foregoing, any such transfer by a Lender shall be subject to the  following further conditions:  (i) the amount of the Contribution and/or Commitment of the Lender which is to be  transferred shall not be less than $10,000,000 or, if less, the remaining amount of its  Contribution and Commitment, unless the Agent agrees otherwise;  (ii) payment of the fee in accordance with Clause 31.11 (Registration fee); and  (iii) no transfer shall be made to a distressed debt fund (commonly known as a vulture  fund).  (d) For the purposes of this Clause 31.2 (Transfer by a Lender), the Borrower will be deemed to  have given its consent ten Business Days after the Transferor Lender has requested it in writing  unless consent is expressly refused by the Borrower within that time.  31.3 Transfer Certificate, delivery and notification  As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall  (unless it has reason to believe that the Transfer Certificate may be defective):  (a) sign the Transfer Certificate on behalf of itself, the Borrower, the Security Parties, the Security  Trustee and each of the other Lenders and each of the Swap Banks;  (b) on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or  faxes notifying them of the Transfer Certificate and attaching a copy of it;  (c) send to the Transferee Lender copies of the letters or faxes sent under paragraph (b),  but the Agent shall only be obliged to execute a Transfer Certificate delivered to it once it is  satisfied it has complied with all necessary "know your customer" and other similar checks  under all applicable laws and regulations in relation to the transfer to the Transferee Lender.  





 






   123 EUROPE/69638643v8  31.4 Effective Date of Transfer Certificate  A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate  as its effective date Provided that it is signed by the Agent under Clause 31.3 (Transfer  Certificate, delivery and notification) on or before that date.  31.5 No transfer without Transfer Certificate  No assignment or transfer of any right or obligation of a Lender under any Finance Document  is binding on, or effective in relation to, the Borrower, any Security Party, the Agent or the  Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.  31.6 Lender re-organisation; waiver of Transfer Certificate  However, if a Lender enters into any merger, de-merger or other reorganisation as a result of  which all its rights or obligations vest in another person (the "successor"), the Agent may, if it  sees fit, by notice to the successor and the Borrower and the Security Trustee waive the need  for the execution and delivery of a Transfer Certificate; and, upon service of the Agent's notice,  the successor shall become a Lender with the same Commitment and Contribution as were  held by the predecessor Lender.  31.7 Effect of Transfer Certificate  A Transfer Certificate takes effect in accordance with English law as follows:  (a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or  contingent) which the Transferor Lender has under or by virtue of the Finance Documents are  assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's  title and of any rights or equities which the Borrower or any Security Party had against the  Transferor Lender;  (b) the Transferor Lender's Commitment is discharged to the extent specified in the Transfer  Certificate;  (c) the Transferee Lender becomes a Lender with a Contribution and Commitment of the amounts  specified in the Transfer Certificate;  (d) the Transferee Lender becomes bound by all the provisions of the Finance Documents which  are applicable to the Lenders generally, including those about pro-rata sharing and the  exclusion of liability on the part of, and the indemnification of, the Agent and the Security  Trustee and, to the extent that the Transferee Lender becomes bound by those provisions  (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound  by them;  (e) any part of the Loan which the Transferee Lender advances after the Transfer Certificate's  effective date ranks in point of priority and security in the same way as it would have ranked  had it been advanced by the transferor, assuming that any defects in the Transferor Lender's  title and any rights or equities of the Borrower or any Security Party against the Transferor  Lender had not existed;  (f) the Transferee Lender becomes entitled to all the rights under the Finance Documents which  are applicable to the Lenders generally, including but not limited to those relating to the  Majority Lenders and those under Clause 6.10 (Market disruption) and Clause 21 (Fees and  





 






   124 EUROPE/69638643v8  Expenses), and to the extent that the Transferee Lender becomes entitled to such rights, the  Transferor Lender ceases to be entitled to them; and  (g) in respect of any breach of a warranty, undertaking, condition or other provision of a Finance  Document or any misrepresentation made in or in connection with a Finance Document, the  Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it  as a result of the breach or misrepresentation, irrespective of whether the original Lender  would have incurred a loss of that kind or amount.  The rights and equities of the Borrower or any Security Party referred to above include, but  are not limited to, any right of set off and any other kind of cross-claim.  31.8 Maintenance of register of Lenders  During the Security Period the Agent shall maintain a register in which it shall record the name,  Commitment, Contribution and administrative details (including the lending office) from time  to time of each Lender holding a Transfer Certificate and the effective date (in accordance with  Clause 31.4 (Effective Date of Transfer Certificate)) of the Transfer Certificate; and the Agent  shall make the register available for inspection by any Lender, the Security Trustee and the  Borrower during normal banking hours, subject to receiving at least 3 Business Days prior  notice.  31.9 Reliance on register of Lenders  The entries on that register shall, in the absence of manifest error, be conclusive in determining  the identities of the Lenders and the amounts of their Commitments and Contributions and  the effective dates of Transfer Certificates and may be relied upon by the Agent and the other  parties to the Finance Documents for all purposes relating to the Finance Documents.  31.10 Authorisation of Agent to sign Transfer Certificates  The Borrower, the Security Trustee, each Lender and each Swap Bank irrevocably authorise  the Agent to sign Transfer Certificates on its behalf.  31.11 Registration fee  In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee  of $5,000 from the Transferor Lender or (at the Agent's option) the Transferee Lender.  31.12 Sub-participation; subrogation assignment  (a) A Lender may sub participate all or any part of its rights and/or obligations under or in  connection with the Finance Documents without the consent of, or any notice to any Security  Party, the Agent, the Security Trustee and where:  (i) an Event of Default has occurred and is continuing;   (ii) such sub-participation is in connection with that Lender’s credit insurance  arrangements; or  (iii) such sub-participation is to an Affiliate of that Lender, a Related Fund or a Pre- Approved Transferee,   





 






   125 EUROPE/69638643v8  without the consent of, or any notice to the Borrower.  (b) The Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent  and the Security Trustee, all or any part of those rights to an insurer or surety who has become  subrogated to them.  31.13 Change of lending office  A Lender may change its lending office by giving notice to the Agent and the change shall  become effective on the later of:  (a) the date on which the Agent receives the notice; and  (b) the date, if any, specified in the notice as the date on which the change will come into effect.  31.14 Notification  On receiving such a notice, the Agent shall notify the Borrower, each other Security Party and  the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume  that a Lender is acting through the lending office of which the Agent last had notice.  31.15 Replacement of Reference Bank  If any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply  quotations for the purposes of Clause 6 (Interest) then, unless the Borrower, the Agent and  the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority  Lenders, and after consulting the Borrower, shall appoint another bank (whether or not a  Lender) to be a replacement Reference Bank; and, when that appointment comes into effect,  the first-mentioned Reference Bank's appointment shall cease to be effective.  31.16 Security over Lenders' rights  In addition to the other rights provided to Lenders under this Clause 31 (Transfers and Changes  in Lending Offices), each Lender may without consulting with or obtaining consent from the  Borrower or any Security Party, at any time charge, assign or otherwise create a Security  Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any  Finance Document to secure obligations of that Lender including, without limitation:  (a) any charge, assignment or other Security Interest to secure obligations to a federal reserve or  central bank; and   (b) in the case of any Lender which is a fund, any charge, assignment or other Security Interest  granted to any holders (or trustee or representatives of holders) of obligations owed, or  securities issued, by that Lender as security for those obligations or securities;  except that no such charge, assignment or Security Interest shall:  (i) release a Lender from any of its obligations under the Finance Documents or substitute  the beneficiary of the relevant charge, assignment or Security Interest for the Lender  as a party to any of the Finance Documents; or   





 






   126 EUROPE/69638643v8  (ii) require any payments to be made by the Borrower or any Security Party 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.  31.17 Tax indemnity, tax gross-up and increased costs on assignment, transfer and change of  lending office  If:  (a) a Lender assigns or transfers any rights or obligations under the Finance Documents pursuant  to Clause 31.2 (Transfer by a Lender) or changes its lending office; and  (b) as a result of circumstances existing at the date the assignment, transfer or change occurs the  Borrower would be obliged to make a payment to the Transferee Lender or Lender acting  through its new lending office under Clause 23.10 (Tax indemnity), Clause 23 (No Set-Off or Tax  Deduction) or Clause 29 (Increased Costs),   then the Borrower will only be obliged to make payment and the Transferee Lender or the  Lender acting through its new lending office is only entitled to receive payment under those  Clauses to the same extent and in no greater amount as the Transferor Lender or the Lender  acting through its previous lending office would have been if the assignment, transfer or  change had not occurred.  31.18 Replacement of Lender by Borrower  The Borrower may, at any time unless a Potential Event of Default or Event of Default has  occurred and is continuing in respect of:  (a) a Lender whose costs of funds charged to the Borrower are (in the Borrower's reasonable  opinion) materially higher than those of the other Lenders generally;  (b) a Lender which is a Defaulting Lender; or  (c) a Lender which is a Non-Consenting Lender,  by giving 10 Business Days' notice to the Agent and that Lender (the "Outgoing Lender")  replace the Outgoing Lender by requiring it to (and the Outgoing Lender must) transfer in  accordance with Clause 31 (Transfers and Changes in Lending Offices) all (and not part only) of  its rights and obligations under this Agreement to a Lender or other bank (a "Replacement  Lender") selected by the Borrower and (unless the Agent is an Impaired Agent) which is  acceptable to the Agent (acting reasonably) for a purchase price in cash payable at the time of  transfer equal to the outstanding principal amount of the Outgoing Lender's Contribution and  all accrued interest, break costs and other amounts payable in relation to that Contribution  under this Agreement and the other Finance Documents.  Any transfer of rights and obligations of an Outgoing Lender under this Clause is subject to the  following conditions:  (i) neither the Agent nor the Outgoing Lender will have any obligation to the Borrower to  find a Replacement Lender;  (ii) the transfer must take place no later than 10 Business Days after the Borrower's notice  referred to above;  





 






   127 EUROPE/69638643v8  (iii) in no event will the Outgoing Lender be required to pay or surrender to the  Replacement Lender any of the fees received by the Outgoing Lender under this  Agreement and the other Finance Documents; and  (iv) the Outgoing Lender shall only be obliged to transfer its rights and obligations under  this Clause once it is satisfied that it has complied with all necessary "know your  customer" or other similar checks under all applicable laws and regulations in relation  to that transfer and the Outgoing Lender shall perform the checks described in this  paragraph (iv)above as soon as reasonably practicable following delivery of a notice  referred to in this Clause and shall notify the Agent and the Borrower when it is  satisfied that it has complied with those checks.    32 CONFIDENTIAL INFORMATION  32.1 Confidentiality  (a) Each Creditor Party agrees to keep all Confidential Information confidential and not to disclose  it to anyone, save to the extent permitted by Clause 32.2 (Disclosure of Confidential  Information) and Clause 32.3 (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.  (b) To the extent that Confidential Information comprises personal information of any officer,  director or employee of the Borrower or any Security Party, each Creditor Party agrees to hold  that personal information in accordance with applicable law.  32.2 Disclosure of Confidential Information  Any Creditor Party may disclose:  (a) to any of its Affiliates or Related Funds and any of its or their officers, directors, employees,  professional advisers, (credit) insurers, reinsurers, (re-)insurance brokers, rating agencies,  service providers, indirect providers of credit protection, auditors, partners and  Representatives such Confidential Information as that Creditor 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 (or may potentially assign or transfer) 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 Agent or Security Trustee and, in  each case, to any of that person's Affiliates, Related Funds, Representatives and  professional advisers;  (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 under which  





 






   128 EUROPE/69638643v8  payments are to be made or may be made by reference to, one or more Finance  Documents and/or the Borrower and to any of that person's Affiliates, Related Funds,  Representatives and professional advisers;  (iii) appointed by any Creditor 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 25.15  (Relationship with the other Creditor Parties);  (iv) which is a classification society or other entity which a Lender has engaged to make  the calculations necessary to enable that Lender to comply with its reporting  obligations under the Poseidon Principles;  (v) 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;  (vi) to whom information is required or requested to be disclosed by any court or tribunal  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;  (vii) 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;  (viii) to whom or for whose benefit that Creditor Party charges, assigns or otherwise creates  Security (or may do so) pursuant to Clause 31.16 (Security over Lenders' rights);  (ix) who is a Party, a member of the Group or any related entity of the Borrower;  (x) 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  (xi) with the consent of the Borrower;  in each case, such Confidential Information as that Creditor 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-paragraphs (iv) and (v) 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;  





 






   129 EUROPE/69638643v8  (C) in relation to sub-paragraphs (vi), (vii) and (viii) 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 Creditor Party, it is not practicable so to do in  the circumstances;  (c) to any person appointed by that Creditor 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  Borrower and the relevant Creditor Party.  32.3 Disclosure to numbering service providers  (a) Any Creditor Party may disclose to any national or international numbering service provider  appointed by that Creditor Party to provide identification numbering services in respect of this  Agreement, the Loan and the Borrower the following information:  (i) name of the Borrower;  (ii) country of domicile of the Borrower;  (iii) place of incorporation of the Borrower;  (iv) date of this Agreement;  (v) Clause 38 (Law and Jurisdiction);  (vi) the names of the Agent and the Mandated Lead Arranger;  (vii) date of each amendment and restatement of this Agreement;  (viii) amounts of, and names of, the relevant Loan;  (ix) amount of Total Commitments;  (x) currency of the relevant Loan;  (xi) type of the relevant Loan;  (xii) ranking of the relevant Loan;  (xiii) Maturity Date(s) for the Loan;  (xiv) changes to any of the information previously supplied pursuant to sub-paragraphs (i)  to (xiii) above; and  (xv) such other information agreed between such Creditor Party and the Borrower,  





 






   130 EUROPE/69638643v8  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 Loan and/or the Borrower 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) The Borrower represents that none of the information set out in sub-paragraphs (i) to (xv) of  paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.  32.4 Entire agreement  This Clause 32 (Confidential Information) constitutes the entire agreement between the Parties  in relation to the obligations of the Creditor Parties under the Finance Documents regarding  Confidential Information and supersedes any previous agreement, whether express or implied,  regarding Confidential Information.  32.5 Inside information  Each of the Creditor 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 Creditor Parties undertakes not to use any Confidential  Information for any unlawful purpose.  32.6 Notification of disclosure  Each of the Creditor Parties agrees (to the extent permitted by law and regulation) to inform  the Borrower:  (a) of the circumstances of any disclosure of Confidential Information made pursuant to sub- paragraph (vi) of paragraph (b) of Clause 32.2 (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  32 (Confidential Information).  32.7 Continuing obligations  The obligations in this Clause 32 (Confidential Information) are continuing and, in particular,  shall survive and remain binding on each Creditor Party for a period of 12 months from the  earlier of:  (a) the date on which all amounts payable by the Borrower 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 Creditor Party otherwise ceases to be a Creditor Party.  





 






   131 EUROPE/69638643v8  33 CONFIDENTIALITY OF FUNDING RATES AND REFERENCE BANK QUOTATIONS  33.1 Confidentiality and disclosure  (a) The Agent and the Borrower agree to keep each Funding Rate (and, in the case of the 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 Agent may disclose:  (i) any Funding Rate (but not, for the avoidance of doubt, any Reference Bank Quotation)  to the Borrower pursuant to Clause 6.5 (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 Agent and the relevant Lender  or Reference Bank, as the case may be.  (c) The Agent may disclose any Funding Rate or any Reference Bank Quotation, and the Borrower  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 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;  (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 Agent or the Borrower, 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 Agent or the Borrower, 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.  





 






   132 EUROPE/69638643v8  (d) The Agent's obligations in this Clause 33 (Confidentiality of Funding Rates and Reference Bank  Quotations) relating to Reference Bank Quotations are without prejudice to its obligations to  make notifications under Clause 6.5 (Notification of rates of interest) provided that (other than  pursuant to sub-paragraph (i) of paragraph (b) above) the Agent shall not include the details  of any individual Reference Bank Quotation as part of any such notification.  33.2 Related obligations  (a) The Agent and the Borrower acknowledge that each Funding Rate (and, in the case of the  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 Agent and the Borrower undertake not to use any  Funding Rate or, in the case of the Agent, any Reference Bank Quotation for any unlawful  purpose.  (b) The Agent and the Borrower 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 33.1 (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  33 (Confidentiality of Funding Rates and Reference Bank Quotations).  34 VARIATIONS AND WAIVERS  34.1 Variations, waivers etc. by Majority Lenders  Subject to Clause 34.2 (Variations, waivers etc. requiring agreement of all Lenders), a  document shall be effective to vary, waive, suspend or limit any provision of a Finance  Document, or any Creditor Party's rights or remedies under such a provision or the general  law, only if the document is signed by the Borrower, by the Agent on behalf of the Majority  Lenders, by the Agent and the Security Trustee in their own rights, and, if the document relates  to a Finance Document to which a Security Party is party, by that Security Party.  The consent of the Borrower or any Security Party shall not be required to any amendment or  variation to a Finance Document if such amendment or variation does not, in the opinion of  the Agent (acting reasonably), materially and adversely affect the rights or interests of the  Borrower or the Security Parties.  34.2 Variations, waivers etc. requiring agreement of all Lenders  However, as regards the following and subject to Clause 34.3 (Replacement of Screen Rate),  Clause 34.1 (Variations, waivers etc. by Majority Lenders) applies as if the words "by the Agent  on behalf of the Majority Lenders" were replaced by the words "by or on behalf of every  Lender":  (a) a reduction in the Margin;  (b) a change to the date for, the amount of, any payment of principal, interest, fees, or other sum  payable under this Agreement;  





 






   133 EUROPE/69638643v8  (c) a change to any Lender's Commitment;  (d) a change to the definition of "Approved Flag", "Majority Lenders" or "Finance Documents";  (e) a change to the preamble or to Clause 2 (Facility), Clause 3 (Position of the Lenders and Swap  Banks), Clause 4 (Drawdown), Clause 6.1 (Payment of normal interest), Clause 5.20 (Margin  Opt Out), Clause 11.13 (No money laundering), Clause 11.14 (Anti-Corruption Laws),  Clause  11.15 (Sanctions), Clause 12.17 (Conduct of business; compliance with laws), Clause 12.18  (Know your customer requirements), Clause 12.19 (Compliance with Sanctions Laws), Clause  13.11 (Notification of Sanctions), Clause 15.2 (Ship's name and registration) Clause 15.9  (Compliance with laws etc.), paragraph (b)of Clause 17.1 (Currency and method of payments),  Clause 18 (Application of Receipts), Clause 19 (Application of Earnings) or Clause 38 (Law and  Jurisdiction);  (f) a change to this Clause 34 (Variations and Waivers);  (g) any release of, or material variation to, a Security Interest, 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);   (h) a change to the identity of the Borrower; and  (i) any other change or matter as regards which this Agreement or another Finance Document  expressly provides that each Lender's consent is required.  34.3 Replacement of Screen Rate  (a) Any amendment or waiver which relates to:  (i) providing for the use of a Replacement Benchmark in place of the Screen Rate; and  (ii)   (A) aligning any provision of any Finance Document to the use of that Replacement  Benchmark;  (B) enabling that Replacement Benchmark to be used for the calculation of  interest under this Agreement (including, without limitation, any  consequential changes required to enable that Replacement Benchmark to be  used for the purposes of this Agreement);  (C) implementing market conventions applicable to that Replacement  Benchmark;  (D) providing for appropriate fallback (and market disruption) provisions for that  Replacement Benchmark; or  (E) adjusting the pricing to reduce or eliminate, to the extent reasonably  practicable, any transfer of economic value from one Party to another as a  result of the application of that Replacement Benchmark (and if any  adjustment or method for calculating any adjustment has been formally  





 






   134 EUROPE/69638643v8  designated, nominated or recommended by the Relevant Nominating Body,  the adjustment shall be determined on the basis of that designation,  nomination or recommendation),  may be made with the consent of the Agent (acting on the instructions of the Majority  Lenders) and the Borrower.  (b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph  (a) above within 10 Business Days (or such longer time period in relation to any request which  the Borrower and the Agent may agree) 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.  34.4 Exclusion of other or implied variations  Except for a document which satisfies the requirements of Clause 34.1 (Variations, waivers etc.  by Majority Lenders), Clause 34.2 (Variations, waivers etc. requiring agreement of all Lenders)  and Clause 34.3 (Replacement of Screen Rate), no document, and no act, course of conduct,  failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of  them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any  of them (or any person acting on behalf of any of them) being taken to have varied, waived,  suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying  on or exercising:  (a) a provision of this Agreement or another Finance Document; or  (b) an Event of Default; or   (c) a breach by the Borrower or a Security Party of an obligation under a Finance Document or the  general law; or  (d) any right or remedy conferred by any Finance Document or by the general law;  and there shall not be implied into any Finance Document any term or condition requiring any  such provision to be enforced, or such right or remedy to be exercised, within a certain or  reasonable time.  34.5 Excluded Commitments  If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation  to any term of any Finance Document or any other vote of Lenders under the terms of this  Agreement within 20 Business Days of that request being made (unless the Borrower and the  Agent agree to a longer time period in relation to any request), unless such request requires a  unanimous response from the Lenders:  





 






   135 EUROPE/69638643v8  (a) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments  under the relevant Facility/ies when ascertaining whether any relevant percentage of Total  Commitments has been obtained to approve that request; and  (b) 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.  34.6 Disenfranchisement of Defaulting Lenders  (a) For so long as a Defaulting Lender has any Available Commitment, in ascertaining:  (i) the Majority Lenders; or  (ii) whether:  (A) any given percentage (including, for the avoidance of doubt, unanimity) of the  Total Commitments under the relevant Facilities; or  (B) the agreement of any specified group of Lenders,  has been obtained to approve any request for a consent, waiver, amendment or other  vote of Lenders under the Finance Documents,  that Defaulting Lender's Commitments under the relevant Facility/ies will be reduced by the  amount of its Available Commitments under the relevant Facility/ies and, to the extent that  that reduction results in that Defaulting Lender's Total Commitments being zero, that  Defaulting Lender shall be deemed not to be a Lender for the purposes of paragraphs (i)and  (ii)above.  (b) For the purposes of this Clause 34.6, the Agent may assume that the following Lenders are  Defaulting Lenders:  (i) any Lender which has notified the Agent that it has become a Defaulting Lender;  (ii) any Lender in relation to which it is aware that any of the events or circumstances  referred to in paragraphs (a), (b)or (c)of the definition of "Defaulting Lender" has  occurred,  unless it has received notice to the contrary from the Lender concerned (together with any  supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that  the Lender has ceased to be a Defaulting Lender.  35 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):  





 






   136 EUROPE/69638643v8  (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.  36 NOTICES  36.1 General  Unless otherwise specifically provided, any notice under or in connection with any Finance  Document shall be given by letter or fax and references in the Finance Documents to written  notices, notices in writing and notices signed by particular persons shall be construed  accordingly.  36.2 Addresses for communications  A notice shall be sent:  (a) to the Borrower: de Gerlachekaai 20    B-2000 Antwerp  Belgium  Fax No: 32 3 247 4409  Attn:  Chief Financial Officer  Email: financial@euronav.com  With copy to:  Lieve.Logghe@euronav.com  Bart.vanhengel@euronav.com  Hilde.hendrickx@euronav.com    (b) to a Lender: At the address below its name in 0 (Lenders and Commitments) or (as  the case may require) in the relevant Transfer Certificate.  (c) to a Swap Bank: At the address below its name in Schedule 1 (Swap Banks).  (d) to the Agent and   the Security Trustee: 8th Floor, the Walbrook Building  25 Walbrook  London, EC4N 8AF    Tel: 0207 621 6040  





 






   137 EUROPE/69638643v8  Fax No: 0207 283 6931  Attn: CMOA  Email: cmoalondon@dnb.no  or to such other address as the relevant party may notify the Agent or, if the relevant party is  the Agent or the Security Trustee, the Borrower, the Lenders, the Swap Banks and the Security  Parties.  All invoices to the Borrower should be addressed to: invoices@euronav.com, but the Borrower  agrees that any invoice which is not addressed to invoices@euronav.com shall remain due and  payable.   36.3 Effective date of notices  Subject to Clauses 36.4 (Service outside business hours) and 36.5 (Illegible notices):  (a) a notice which is delivered personally or posted shall be deemed to be served, and shall take  effect, at the time when it is delivered;  (b) a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after  its transmission is completed.  36.4 Service outside business hours  However, if under Clause 36.3 (Effective date of notices) a notice would be deemed to be  served:  (a) on a day which is not a business day in the place of receipt; or  (b) on such a business day, but after 5 p.m. local time;  the notice shall (subject to Clause 36.5 (Illegible notices) be deemed to be served, and shall  take effect, at 9 a.m. on the next day which is such a business day.  36.5 Illegible notices  Clauses 36.3 (Effective date of notices) and 36.4 (Service outside business hours) do not apply  if the recipient of a notice notifies the sender within 1 hour after the time at which the notice  would otherwise be deemed to be served that the notice has been received in a form which is  illegible in a material respect.  36.6 Valid notices  A notice under or in connection with a Finance Document shall not be invalid by reason that  its contents or the manner of serving it do not comply with the requirements of this Agreement  or, where appropriate, any other Finance Document under which it is served if:  (a) the failure to serve it in accordance with the requirements of this Agreement or other Finance  Document, as the case may be, has not caused any party to suffer any significant loss or  prejudice; or  





 






   138 EUROPE/69638643v8  (b) in the case of incorrect and/or incomplete contents, it should have been reasonably clear to  the party on which the notice was served what the correct or missing particulars should have  been.  36.7 Electronic communication  Any communication to be made between the Agent and another Creditor Party or the  Borrower under or in connection with the Finance Documents may be made by electronic mail  or other electronic means (including by way of the Agent's Debtdomain system), if the Agent  and the relevant Creditor Party or Borrower:  (a) agree that, unless and until notified to the contrary, this is to be an accepted form of  communication;  (b) notify each other in writing of their electronic mail address and/or any other information  required to enable the sending and receipt of information by that means; and  (c) notify each other of any change to their respective addresses or any other such information  supplied to them.  Any electronic communication made between the Agent and another Creditor Party or the  Borrower will be effective only when actually received in readable form and, in the case of any  electronic communication made by a Creditor Party or the Borrower to the Agent, only if it is  addressed in such a manner as the Agent shall specify for this purpose.  All Creditor Parties confirm that they have consented to the use of the Agent's Debtdomain  systems as an accepted method of communication under or in connection with the Finance  Documents and agree that the Debtdomain system (or another electronic collaborative  website) will be the primary method of communication between the Agent and the other  Creditor Parties.  The Creditor Parties acknowledge that a communication via Debtdomain (or  such other electronic collaborative website) will be effective once the communication is posted  (in a readable form) to Debtdomain (or such other electronic collaborative website) by the  Agent.  36.8 English language  Any notice under or in connection with a Finance Document shall be in English.  36.9 Reliance on notices  Each Creditor Party may rely on any representation, communication, notice or document  received from or made by the Borrower believed by it to be genuine, correct and appropriately  authorised.  36.10 Meaning of "notice"  In this Clause 36 (Notices), "notice" includes any demand, consent, authorisation, approval,  instruction, waiver or other communication.  





 






   139 EUROPE/69638643v8  37 SUPPLEMENTAL  37.1 Rights cumulative, non-exclusive  The rights and remedies which the Finance Documents give to each Creditor Party are:  (a) cumulative;  (b) may be exercised as often as appears expedient; and  (c) shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude  or limit any right or remedy conferred by any law.  37.2 Severability of provisions  If any provision of a Finance Document is or subsequently becomes void, unenforceable or  illegal, that shall not affect the validity, enforceability or legality of the other provisions of that  Finance Document or of the provisions of any other Finance Document.  37.3 Counterparts  A Finance Document may be executed in any number of counterparts.  37.4 Third Party rights  A person who is not a party to this Agreement has no right under the Contracts (Rights of Third  Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.  37.5 Electronic signature  Each Party agrees that this Agreement may be signed or executed by any Creditor Party by  electronic signature (whatever form the electronic signature takes) and that this method of  signature is as conclusive of the relevant Creditor Party's intention to be bound by this  Agreement as if signed or executed by means of manuscript signature.  38 LAW AND JURISDICTION  38.1 English law  This Agreement (other than Clause 3.5 (Security Trustee as joint and several creditor) and any  non-contractual obligations arising out of or in connection with it shall be governed by, and  construed in accordance with, English law.  Clause 3.5 (Security Trustee as joint and several  creditor) shall be governed by, and construed in accordance with, Belgian law.  38.2 Exclusive English jurisdiction  Subject to Clause 38.3 (Choice of forum for the exclusive benefit of the Creditor Parties), the  courts of England shall have exclusive jurisdiction to settle any Dispute.  38.3 Choice of forum for the exclusive benefit of the Creditor Parties  Clause 38.2 (Exclusive English jurisdiction) is for the exclusive benefit of the Creditor Parties,  each of which reserves the right:  





 






   140 EUROPE/69638643v8  (a) to commence proceedings in relation to any Dispute in the courts of any country other than  England and which have or claim jurisdiction to that Dispute; and  (b) to commence such proceedings in the courts of any such country or countries concurrently  with or in addition to proceedings in England or without commencing proceedings in England.  The Borrower shall not commence any proceedings in any country other than England in  relation to a Dispute.  38.4 Process agent  The Borrower irrevocably appoints Euronav (UK) Agencies Limited at its registered office for  the time being, presently at 99 King's Road, London, SW3 4PA, England, to act as its agent to  receive and accept on its behalf any process or other document relating to any proceedings in  the English courts which are connected with this Agreement.  38.5 Creditor Party rights unaffected  Nothing in this Clause 38 (Law and Jurisdiction) shall exclude or limit any right which any  Creditor Party may have (whether under the law of any country, an international convention  or otherwise) with regard to the bringing of proceedings, the service of process, the  recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.  38.6 Meaning of "proceedings"  In this Clause 38 (Law and Jurisdiction), "proceedings" means proceedings of any kind,  including an application for a provisional or protective measure and a "Dispute" means any  dispute arising out of or in connection with this Agreement (including a dispute relating to the  existence, validity or termination of this Agreement or any non-contractual obligation arising  out of or in connection with this Agreement.  THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.     





 






Execution version  141  EUROPE/69638643v8  SCHEDULE 1  LENDERS AND COMMITMENTS  Lender Lending Office Tranche A  Commitment ($)  Tranche B  Commitment ($)  DNB (UK) Limited 8th Floor, The Walbrook Building, 25 Walbrook,   London EC4N 8AF  36,725,000 36,725,000   Credit Matters:  8th Floor, The Walbrook Building, 25 Walbrook,   London EC4N 8AF  Attn: Kay Newman / CMOA Dept  Tel: 0207 621 6040  E-mail: kay.newman@dnb.no / cmoalondon@dnb.no        Operations/Administrations:  8th Floor, The Walbrook Building, 25 Walbrook,   London EC4N 8AF  Attn: Loan Admin Department  Tel: 0207 621 1111  E-mail: ladlondon@dnb.no        





 






Execution version  142  EUROPE/69638643v8  SCHEDULE 2    SWAP BANKS  Swap Bank Booking Office  DNB Bank ASA 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF,  England    Attn:  Foreign Exchange Operations  Tel:  +44 207 621 1111  (Fax: +44 207 626 7400)    E-mail: cmoalondon@dnb.com          





 






   143 EUROPE/69638643v8  SCHEDULE 3    DRAWDOWN NOTICE      To: DNB Bank ASA, London Branch  8th Floor, the Walbrook Building  25 Walbrook, London EC4N 8AF     Attn: Loans Administration    []    DRAWDOWN NOTICE  1 We refer to the loan agreement (the "Loan Agreement") dated [] 2021 and made between,  amongst others, (1) Euronav NV (the "Borrower"), (2) the banks and financial institutions  named therein as Lenders, (3) the banks and financial institutions named therein as Swap  Banks, (4) the Mandated Lead Arranger as defined therein, (5)  DNB Bank ASA  as Sustainability  Agent and (6) DNB Bank ASA as Agent and Security Trustee in relation to a  term loan facility  of up to US$73,450,000.  Terms defined in the Loan Agreement have their defined meanings  when used in this Drawdown Notice.  2 We request to borrow an Advance in respect of Tranche [A][B] as follows:  (a) Amount: US$[];  (b) Drawdown Date: [];  (c) Duration of the [first] Interest Period shall be [] months;  (d) Payment instructions:   (i) account of [] and numbered [] with [] of []; and   (ii) account of [] and numbered [] with [] of [].  3 We represent and warrant that:  (a) the representations and warranties in Clause 11 (Representations and Warranties) of the Loan  Agreement would remain true and not misleading if repeated on the date of this notice with  reference to the circumstances now existing;  (b) no Event of Default or Potential Event of Default has occurred or will result from the borrowing  of the Advance.  4 This notice cannot be revoked without the prior consent of the Majority Lenders.    





 






   144 EUROPE/69638643v8  [Name of Signatory]                                                                      for and on behalf of  EURONAV NV     





 






   145 EUROPE/69638643v8  SCHEDULE 4    CONDITION PRECEDENT DOCUMENTS  PART A  The following are the documents and fees referred to in paragraph (a) of Clause 10.1 (Documents, fees  and no default).  1 A duly executed original of this Agreement and of each Finance Document (and of each  document required to be delivered by each Finance Document) other than those referred to  in Part B.   2 Copies of the certificate of incorporation and constitutional documents of the Borrower and  each Security Party.  3 In each case if required for the provisions of the legal opinions referred to in paragraph 11,  copies of the resolutions of the directors and shareholders of the Borrower and each Security  Party authorising the execution of each of the Finance Documents to which the Borrower or  Security Party (as the case may be) is a party and ratifying the execution of the Shipbuilding  Contracts by the Borrower.  4 The original of any power of attorney under which any Finance Document is to be executed on  behalf of the Borrower or Security Party.  5 The originals of any mandates or other documents required in connection with the opening or  operation of the Earnings Accounts.  6 Copies of all consents which the Borrower or Security Party requires to enter into, or make any  payment under any Finance Document or any Shipbuilding Contract.  7 Documentary evidence that the agent for service of process named in Clause 38 (Law and  Jurisdiction) has accepted its appointment.  8 The Agent and Lenders have been provided with all information and documentation they have  requested in order to carry out and be reasonably satisfied with all necessary "know your  customer" or other similar checks under all applicable laws and regulations pursuant to the  transactions contemplated by this Agreement and to satisfy all internal compliance policies of  the Agent and the Lenders in relation to "know you customer" requirements.  9 The Agent has received all fees pursuant to the Fee Letter or Fee Letters separately agreed  between the Borrower and the Agent.  10 Evidence that all other fees, costs and expenses then due from the Borrower pursuant to  Clause 21 (Fees and Expenses) have been paid.  11 Favourable legal opinions from lawyers appointed by the Agent on such matters concerning  the laws of England, Belgium and such other relevant jurisdictions as the Agent may require.  12 A copy of each Shipbuilding Contract and all documents signed or issued by the Borrower or  the Builder (or both of them) under or in connection with any of them.  13 The Original Financial Statements of the Borrower.    





 






   146 EUROPE/69638643v8  PART B  The following are the documents referred to in paragraph (b) of Clause 10.1 (Documents, fees and no  default).  The "Ship" means the Ship which the Tranche relates.  1 In respect of the documents delivered by the Borrower to the Agent pursuant to Part A of this  Schedule 4 (Condition Precedent Documents), such other updating documents as the Agent  may require (including but not limited to a written confirmation from the Borrower stating  that none of the documents delivered by it to the Agent under Part A of this Schedule 4  (Condition Precedent Documents) have been modified, amended or supplemented, or if any  such document has been revoked, attaching a certified copy of any document replacing the  one that has been revoked).  2 A duly executed original of the Mortgage, the Deed of Covenant (if applicable), the Account  Pledge and the General Assignment in relation to the Ship, the Master Agreement Assignment  and the Account Pledge each executed on or prior to the relevant Drawdown Date (and of each  document required to be delivered by their respective terms).  3 In each case if required for the provisions of the legal opinions referred to in paragraph 8,  copies of the resolutions of the directors of the Borrower authorising the execution of each of  the Finance Documents to which the Borrower is a party.  4 The original of any power of attorney under which any Finance Document is to be executed on  behalf of the Borrower.  5 Documentary evidence that the Ship:  (a) is definitively and permanently registered in the name of the Borrower under the relevant  Approved Flag;  (b) is in the absolute and unencumbered ownership of the Borrower save as contemplated by the  Finance Documents;  (c) maintains class acceptable to the Agent free of all overdue recommendations and conditions  of an Approved Classification Society;  (d) the Mortgage in relation to it has been duly registered against the Ship as valid first priority or  preferred (as the case may be) ship mortgage in accordance with the laws of the relevant  Approved Flag; and  (e) it is insured in accordance with the provisions of this Agreement and all requirements therein  in respect of insurances have been complied with.  6 Documents establishing that the Ship will, as from the relevant Drawdown Date, be managed  by the Approved Manager on terms acceptable to the Lenders, together with:  (a) the Manager's Undertaking in respect of the Ship; and  (b) copies of the relevant Approved Manager's Document of Compliance and of each Existing  Ship's Safety Management Certificate (together with any other details of the applicable safety  management system which the Agent requires) and ISSC.  





 






   147 EUROPE/69638643v8  7 Valuations of the Ship to determine its Fair Market Value, addressed to the Agent and the  Lenders, stated to be for the purposes of this Agreement and dated not earlier than the date  falling 30 days prior to the Drawdown Date and obtained in accordance with Clause 16  (Security Cover).  8 Favourable legal opinions from lawyers appointed by the Agent on such matters concerning  the laws of England, Belgium, the jurisdiction of the Approved Flag of each Existing Ship and  such other relevant jurisdictions as the Agent may require.  9 A favourable opinion from an independent insurance consultant acceptable to the Agent on  such matters relating to the insurances for the relevant Ship as the Agent may require.  10 If the Agent so requires, in respect of any of the documents referred to above, a certified  English translation prepared by a translator approved by the Agent.  11 Documentary evidence that the agent for service of process named in each of the Finance  Documents referred to in paragraph 1 above has accepted its appointment.  12 Evidence that all other fees, costs and expenses then due from the Borrower pursuant to  Clause 21 (Fees and Expenses) have been paid or will be paid by the Drawdown Date.          





 






   148 EUROPE/69638643v8  SCHEDULE 5    TRANSFER CERTIFICATE  The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate  and the transaction to which it relates comply with all legal and regulatory requirements applicable  to them respectively.  To: [Name of Agent] for itself and for and on behalf of the Borrower, each Security Party, the  Security Trustee, each Lender, each Swap Bank and the Mandated Lead Arranger, as defined in the  Loan Agreement referred to below.  1 This Certificate relates to a loan agreement (the "Loan Agreement") dated [] 2021 and made  between, amongst others, (1) Euronav NV (the "Borrower"), (2) the banks and financial  institutions named therein as Lenders, (3) the banks and financial institutions named therein  as Swap Banks, (4) the Mandated Lead Arranger as defined therein, (5) DNB Bank ASA as  Sustainability Agent and (6) DNB Bank ASA as Agent and Security Trustee in relation to a term  loan facility of up to US$73,450,000.  2 In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention  appears, have the same meanings and:  "Relevant Parties" means the Agent, the Borrower, each Security Party, the Security Trustee,  each Arranger and each Lender and each Swap Bank;  "Transferor" means [full name] of [lending office]; and  "Transferee" means [full name] of [lending office].  3 The effective date of this Certificate is [] Provided that this Certificate shall not come into  effect unless it is signed by the Agent on or before that date.  4 The Transferor assigns to the Transferee absolutely all rights and interests (present, future or  contingent) which the Transferor has as Lender under or by virtue of the Loan Agreement and  every other Finance Document in relation to [] per cent. of its Contribution, which percentage  represent $[].  5 By virtue of this Transfer Certificate and Clause 31 (Transfers and Changes in Lending Offices)  of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which  amount to $[]] [from [] per cent. of its Commitment, which percentage represent $[]], and  the Transferee acquires a Commitment of $[].  6 The Transferee undertakes with the Transferor and each of the Relevant Parties that the  Transferee will observe and perform all the obligations under the Finance Documents which  Clause 31 (Transfers and Changes in Lending Offices) of the Loan Agreement provides will  become binding on it upon this Certificate taking effect.  7 The Agent, at the request of the Transferee (which request is hereby made) accepts, for the  Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer  Certificate taking effect in accordance with Clause 31 (Transfers and Changes in Lending  Offices) of the Loan Agreement.  





 






   149 EUROPE/69638643v8  8 The Transferor:  (a) warrants to the Transferee and each Relevant Party that:  (i) the Transferor has full capacity to enter into this transaction and has taken all  corporate action and obtained all consents which are required in connection with this  transaction; and  (ii) this Certificate is valid and binding as regards the Transferor;  (b) warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to  all the rights and interests covered by the assignment in paragraph 4; and  (c) undertakes with the Transferee that the Transferor will, at its own expense, execute any  documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction  the Transferee's title under this Certificate or for a similar purpose.  9 The Transferee:  (a) confirms that it has received a copy of the Loan Agreement and each other Finance Document;  (b) agrees that it will have no rights of recourse on any ground against either the Transferor, the  Agent, the Security Trustee, any Arranger, any Lender or any Swap Bank in the event that:  (i) any of the Finance Documents prove to be invalid or ineffective,  (ii) the Borrower or any Security Party fails to observe or perform its obligations, or to  discharge its liabilities, under any of the Finance Documents;  (iii) it proves impossible to realise any asset covered by a Security Interest created by a  Finance Document, or the proceeds of such assets are insufficient to discharge the  liabilities of the Borrower or Security Party under the Finance Documents;  (c) agrees that it will have no rights of recourse on any ground against the Agent, the Security  Trustee, any Arranger, any Lender or any Swap Bank in the event that this Certificate proves  to be invalid or ineffective;  (d) warrants to the Transferor and each Relevant Party that:  (i) it has full capacity to enter into this transaction and has taken all corporate action and  obtained all consents which it needs to take or obtain in connection with this  transaction; and  (ii) this Certificate is valid and binding as regards the Transferee; and  (e) confirms the accuracy of the administrative details set out below regarding the Transferee.  10 The Transferor and the Transferee each undertake with the Agent and the Security Trustee  severally, on demand, fully to indemnify the Agent and/or the Security Trustee in respect of  any claim, proceeding, liability or expense (including all legal expenses) which they or either of  them may incur in connection with this Certificate or any matter arising out of it, except such  as are shown to have been mainly and directly caused by the gross and culpable negligence or  dishonesty of the Agent's or the Security Trustee's own officers or employees.  





 






   150 EUROPE/69638643v8  11 The Transferee shall repay to the Transferor on demand so much of any sum paid by the  Transferor under paragraph 11 as exceeds one-half of the amount demanded by the Agent or  the Security Trustee in respect of a claim, proceeding, liability or expense which was not  reasonably foreseeable at the date of this Certificate; but nothing in this paragraph shall affect  the liability of each of the Transferor and the Transferee to the Agent or the Security Trustee  for the full amount demanded by it.  12 The Transferee confirms to the Transferor and each of the Creditor Parties that it:  (a) has made (and shall continue to make) its own independent investigation and assessment of  the financial condition and affairs of the Borrower and its related entities in connection with  its participation in the Loan and has not relied exclusively on any information provided to it by  the Transferor or any other Creditor Party in connection with any Finance Document or the  Security Interests created by the Finance Documents; and  (b) will continue to make its own independent appraisal of the creditworthiness of the Borrower  and its related entities throughout the Security Period.  13 The Transferor makes no representation or warranty and assumes no responsibility to the  Transferee for the accuracy of any statements (whether written or oral) made in or in  connection with any Finance Document or any other document and any representations or  warranties implied by law are excluded.  [Name of Transferor] [Name of Transferee]  By: By:  Date: Date:      Agent  Signed for itself and for and on behalf of itself  as Agent and for every other Relevant Party  [Name of Agent]  By:  Date:     





 






   151 EUROPE/69638643v8  Administrative Details of Transferee    Name of Transferee:  Lending Office:  Contact Person  (Loan Administration Department):  Telephone:  Telex:  Fax:  Contact Person  (Credit Administration Department):  Telephone:  Telex:  Fax:  Account for payments:      Note: This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the  Transferor's interest in the security constituted by the Finance Documents in the Transferor's or  Transferee's jurisdiction.  It is the responsibility of each Lender to ascertain whether any other  documents are required for this purpose.       





 






   152 EUROPE/69638643v8  SCHEDULE 6    DETAILS OF SHIPS  Ship name Type DWT Expected  Delivery Date  Expected flag  Hull No. 5057 Suezmax 158,000 15 January 2022 Greek  Hull No. 5058 Suezmax 158,000 31 January 2022 Greek    





 






   153 EUROPE/69638643v8  SCHEDULE 7    DESIGNATION NOTICE  To: DNB Bank ASA, London Branch  8th Floor, the Walbrook Building  25 Walbrook, London EC4N 8AF   [date]  Dear Sirs  Loan agreement dated [] 2021 and made between, amongst others, (1) Euronav NV (the  "Borrower"), (2) the banks and financial institutions named therein as Lenders, (3) the banks and  financial institutions named therein as Swap Banks, (4) the Mandated Lead Arranger as defined  therein, (5) DNB Bank ASA as Sustainability Agent and (6) DNB Bank ASA as Agent and Security  Trustee a term loan facility of up to US$73,450,000 (the "Loan Agreement")  We refer to:  1 the Loan Agreement;  2 the Master Agreement dated as of [] made between [] [and []]; and  3 a Confirmation delivered pursuant to the said Master Agreement dated [] and addressed by  [] to [].  In accordance with the terms of the Loan Agreement, we hereby give you notice of the said  Confirmation and hereby confirm that the Transaction evidenced by it will be designated as a  "Designated Transaction" for the purposes of the Loan Agreement and the Finance Documents.  Yours faithfully            ................................................. .................................................  for and on behalf of for and on behalf of  [] [SWAP BANK]       





 






   154 EUROPE/69638643v8  SCHEDULE 8    FORM OF CERTIFICATE OF COMPLIANCE  To: DNB Bank ASA, London Brach  8th Floor, the Walbrook Building  25 Walbrook, London EC4N 8AF    From:  Euronav NV  [Date]  OFFICER'S CERTIFICATE  This Certificate is rendered pursuant to clause 11.6(e) of the loan agreement dated [] 2020 (the "Loan  Agreement") dated [] 2021 and made between, amongst others, (1) Euronav NV (the "Borrower"),  (2) the banks and financial institutions named therein as Lenders, (3) the banks and financial  institutions named therein as Swap Banks, (4) the Mandated Lead Arranger as defined therein, (5) DNB  Bank ASA as Sustainability Agent and (6) DNB Bank ASA as Agent and Security Trustee in relation to a  a term loan facility of up to US$73,450,000.  Words and expressions defined in the Loan Agreement  shall have the same meanings when used herein.  I, the Chief Financial Officer of the Borrower, hereby certify that:  1 Attached to this Certificate are:  (a) the latest [audited consolidated accounts of the Group and audited individual accounts of the  Borrower for the financial year ending on []] [unaudited consolidated balance sheet of the  Group and the unaudited individual balance sheet of the Borrower in relation to the [first]  [second] six months of the financial year ending on []] (the "Accounts"); and  (b) the latest EcoAct sustainability report in respect of the Borrower (in the form set out in the  Borrower's latest annual report).   2 Set out below are the respective amounts, in US Dollars, of the Cash, Consolidated Current  Assets, Consolidated Current Liabilities, Free Liquid Assets, Stockholders' Equity, Total Assets  and Total Indebtedness of the Group as at []:   US Dollars  Cash []  Consolidated Current Assets []  Consolidated Current Liabilities []  Free Liquid Assets []  Stockholders' Equity []  Total Assets []  





 






   155 EUROPE/69638643v8   US Dollars  Total Indebtedness []     3 Accordingly, as at the date of this Certificate the financial covenants set out in Clause 13.5  (Financial Covenants) of the Loan Agreement [are] [are not] complied with, in that as at []:  (a) Consolidated Working Capital is US$[];  (b) Free Liquid Assets are US$[];   (c) Cash is US$[]; and  (d) the ratio of Stockholders' Equity to Total Assets is [] per cent.;  [or, as the case may be, specify in what respect any of the financial covenants are not  complied with.]  4 The weighted average Annual Efficiency Ratio in respect of the Borrower's ocean-going fleet  (but excluding vessels that are undergoing extended storage or ship-to-ship operations) is:  (a) in respect of Suezmax vessels, [●]; and  (b) in respect of VLCC 200000-+ vessels, [●],  and accordingly, as at the date of this Certificate the Borrower is [not] meeting the target AER  Trajectory Values.   5 As at [] no Event of Default has occurred and is continuing.  [or, specify/identify any Event of Default]  The Borrower is are in compliance with clause 15.1 of the Loan Agreement.  [If not, specify this and what is proposed as regards Clause 15.2]  The Fair Market Value of the Ships which are subject to a Mortgage is as follows as at [date]:  Name of Ship Name of first shipbroker  providing valuation  Name of second shipbroker  providing valuation  Average market value  [] [] [] []        ................................................  Chief Financial Officer  EURONAV NV  Note:  Supporting Schedules to be attached.   





 






   156 EUROPE/69638643v8  SCHEDULE 9    TIMETABLES    LIBOR is fixed Quotation Date as of 11:00 am London time   Reference Bank Rate calculated by reference to  available quotations in accordance with Clause  6.9 (Calculation of Reference Bank Rate)  Noon on the Quotation Date    





 






   157 EUROPE/69638643v8  SCHEDULE 10    COMPOUNDED RATE TERMS  CURRENCY: Dollars.  Cost of funds as a fallback Cost of funds will not apply as a fallback.  Definitions   Additional Business Days: An RFR Banking Day.  Break Costs: None  Business Day Conventions (definition of  "Month" and Clause 7.6 (Non-Business  Days)):  If any period is expressed to accrue by reference to a  Month or any number of Months then, in respect of  the last Month of that period:   subject to sub-paragraph 0 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;   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   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.   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).  Central Bank Rate: The short-term interest rate target set by the US  Federal Open Market Committee as published by the  Federal Reserve Bank of New York from time to time;  or  if that target is not a single figure, the arithmetic mean  of:  the upper bound of the short-term interest rate target  range set by the US Federal Open Market Committee  and published by the Federal Reserve Bank of New  York; and  





 






   158 EUROPE/69638643v8  the lower bound of that target range.  Central Bank Rate Adjustment: In relation to the Central Bank Rate prevailing at  close of business on any RFR Banking Day, the 20 per  cent trimmed arithmetic mean (calculated by the  Agent, of the Central Bank Rate Spreads for the five  most immediately preceding RFR Banking Days for  which the RFR is available).  Central Bank Rate Spread In relation to any RFR Banking Day, the difference  (expressed as a percentage rate per annum)  calculated by the Agent of: (a) the RFR for that RFR  Banking Day; and (b) the Central Bank Rate  prevailing at close of business on that RFR Banking  Day.  Credit Adjustment Spread:      The five-year historical median difference between  LIBOR and the Compounded Reference Rate for the  relevant tenor stated as a fixed percentage per  annum, as published by Bloomberg as follows:  LIBOR Tenor Spread  adjustment  rate (%)  USD Up to and  including 3  months  0.26161  USD Between 3  months up to  and including 6  months  0.42826  Daily Rate: The "Daily Rate" for any RFR Banking Day is:   (a) the RFR for that RFR Banking Day;    (b) if the RFR is not available for that RFR  Banking Day, the percentage rate per  annum which is the aggregate of:   (i) the Central Bank Rate for that RFR  Banking Day; and  (ii) the applicable Central Bank Rate  Adjustment; or   (c) if paragraph (b) above applies but the Central  Bank Rate for that RFR Banking Day is not  available, the percentage rate per annum  which is the aggregate of:  





 






   159 EUROPE/69638643v8  (i) the most recent Central Bank Rate;  and  (ii) the applicable Central Bank Rate  Adjustment,  rounded, in either case, to five decimal places and if,  in either case, the aggregate of that rate and the  applicable Credit Adjustment Spread is less than  zero, the Daily Rate shall be deemed to be such a  rate that the aggregate of the Daily Rate and the  applicable Credit Adjustment Spread is zero.  Interest Periods   Length of Interest Period in absence of  selection (paragraph (a) of Clause 7.2  (Duration and Consolidation of normal   Interest Periods)):  3 Months  Periods capable of selection as Interest  Periods (paragraph (b) of Clause 7.2  (Duration and Consolidation of normal   Interest Periods)):  3 or 6 Months  Lookback Period: Five RFR Banking Days.  Market Disruption Rate: The percentage rate per annum which is the  aggregate of:  (a) the Cumulative Compounded RFR Rate for the  Interest Period of the relevant Compounded  Rate Loan; and  (b) the applicable Credit Adjustment Spread.  Relevant Market: The market for overnight cash borrowing collateralised  by US Government securities.  Reporting Day: The Business Day which follows the day which is the  Lookback Period prior to the last day of the Interest  Period.  Reporting Times   Deadline for Lenders to report market  disruption in accordance with  Clause 6.10 (Market disruption)  Close of business in London on the Reporting Day for  the relevant Compounded Rate Loan.  Deadline for Lenders to report their cost  of funds in accordance with Clause 6.16  (Cost of funds)  Close of business on the date falling two Business Days  after the Reporting Day for the relevant Compounded  Rate Loan (or, if earlier, on the date falling three  Business Days before the date on which interest is due  





 






   160 EUROPE/69638643v8  to be paid in respect of the Interest Period for that  Compounded Rate Loan).  RFR: The secured overnight financing rate (SOFR)  administered by the Federal Reserve Bank of New York  (or any other person which takes over the  administration of that rate) published by the Federal  Reserve Bank of New York (or any other person which  takes over the publication of that rate).  RFR Banking Day:            Any day other than:  (a) a Saturday or Sunday; and  (b) a day on which the Securities Industry and  Financial Markets Association (or any successor  organisation) recommends that the fixed  income departments of its members be closed  for the entire day for purposes of trading in US  Government securities.         





 






   161 EUROPE/69638643v8  SCHEDULE 11    DAILY NON-CUMULATIVE COMPOUNDED RFR RATE  The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day "i" during an Interest  Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent  reasonably practicable for the Finance Party performing the calculation, taking into account the  capabilities of any software used for that purpose) calculated as set out below:  (UCCDR − UCCDR ) × dccn   where:  "UCCDRi" means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking  Day "i";  "UCCDRi-1" means, in relation to that RFR Banking Day "i", the Unannualised Cumulative  Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that  Interest Period;  "dcc" means 360 or, in any case where market practice in the Relevant Market is to use a  different number for quoting the number of days in a year, that number;  "ni" means the number of calendar days from, and including, that RFR Banking Day "i" up to,  but excluding, the following RFR Banking Day; and  the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the  "Cumulated RFR Banking Day") during that Interest Period is the result of the below  calculation(without rounding, to the extent reasonably practicable for the Finance Party  performing the calculation, taking into account the capabilities of any software used for that  purpose):  ACCDR × tndcc  where:  "ACCDR" means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR  Banking Day;  "tni" means the number of calendar days from, and including, the first day of the Cumulation  Period to, but excluding, the RFR Banking Day which immediately follows the last day of the  Cumulation Period;  "Cumulation Period" means the period from, and including, the first RFR Banking Day of that  Interest Period to, and including, that Cumulated RFR Banking Day;  "dcc" has the meaning given to that term above; and  the "Annualised Cumulative Compounded Daily Rate" for that Cumulated RFR Banking Day is  the percentage rate per annum (rounded to 5 decimal places) calculated as set out below:  





 






   162 EUROPE/69638643v8  ⎣⎢⎢ ⎡ 1 + DailyRate × ndcc − 1⎦⎥⎥ ⎤ ×  dcctn   where:  "d0" means the number of RFR Banking Days in the Cumulation Period;  "Cumulation Period" has the meaning given to that term above;  "i" means a series of whole numbers from one to d0, each representing the relevant RFR  Banking Day in chronological order in the Cumulation Period;  "DailyRatei-LP" means, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate  for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day  "i";  "ni" means, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days  from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking  Day;  "dcc" has the meaning given to that term above; and  "tni" has the meaning given to that term above.      





 






   163 EUROPE/69638643v8  SCHEDULE 12  CUMULATIVE COMPOUNDED RFR RATE  The "Cumulative Compounded RFR Rate" for any Interest Period for a Compounded Rate Loan is the  percentage rate per annum (rounded to the same number of decimal places as is specified in the  definition of "Annualised Cumulative Compounded Daily Rate" in Schedule 11 (Daily Non-Cumulative  Compounded RFR Rate) calculated as set out below:  ⎣⎢⎢ ⎡ 1 + DailyRate × ndcc − 1⎦⎥⎥ ⎤ ×  dccd   where:  "d0" means the number of RFR Banking Days during the Interest Period;  "i" means a series of whole numbers from one to d0, each representing the relevant RFR  Banking Day in chronological order during the Interest Period;  "DailyRatei-LP" means for any RFR Banking Day "i" during the Interest Period, the Daily Rate  for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day  "i";  "ni" means, for any RFR Banking Day "i", the number of calendar days from, and including, that  RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;  "dcc" means 360 or, in any case where market practice in the Relevant Market is to use a  different number for quoting the number of days in a year, that number; and  "d" means the number of calendar days during that Interest Period.      





 






   164 EUROPE/69638643v8  SCHEDULE 13  PRE-APPROVED TRANSFEREES    Banks     ABN  Alpha Bank  Bank of America  Bank of China  BNP Paribas  CBA  CIT  Citigroup/Citibank  Clifford Capital  Credit Agricole  Credit Industrial et Commercial (CIC)   Credit Suisse   Danske Bank   DBJ  DBS  Deutsche Bank  DSF  Esun  Eurobank  Hamburg Commercial Bank  HSBC  ING  KDB  KFW  Macquarie   Mediterranean Bank  Mizuho  NAB  National Bank of Greece  Natixis  NIBC  Nordea  Nykredit  OCBC  Piraeus Bank  SEB  SMBC  Societe Generale  Sparebank1 Gruppen  Standard Chartered  Swedbank  Unicredit      Funds    ABIF  AIG  Alcentra  Amundi Pioneer  Apollo  Ardian  Ares Capital  Arosa  Athos  Atlantic Trust  Australis Maritime  Avoca (KKR)   AXA IM    Bain Capital Credit  Barings  Berenberg  Blackrock  Bluebay  Bluecrest  BNP IP  Broadpeak  Brookfield  Bybrook  Caius  Capital Four  Capital Research  Carnegie  CF Partners  Clearwater  Clifford Capital  Cohanzick  Cordet Capital  CQS  CVC   Danica Pension  Danske Capital  Delff Management  Deutsche Investment Management  Dexia Asset Management (incl Credit and Lev  Loan)  DIP/JOEP  DNB AM  Double Haven  ELO  Empyrean  Entrust  





 






   165 EUROPE/69638643v8  EQT Credit  Etera  Evli  FIM  First Fondene  Fleetscape  Folketrygdfondet  Fondfinans  Fortress  Geveran  GIC  Gjensidige  GLG  Goldentree  Goldman Sachs Investment Management  Graham  GSO Blackstone  Guggenheim  Hayfin  HIG  HMP Asset  Holberg  Hotchkis  HPS  Hudson Structured  ICG  Idinvest  If/Sampo  Ilmarinen  Investcorp  Kirkbi  Landkreditt  LFPI  LocalTapiola  Lodbrook  Lord Abbett  Luminus  Lundbeck  Macquarie  Manulife  Maritime Asset Partners  MP  MV Credit  Navigare  Nordic Corporate Investments  Nordic Mezzanine  Nordstjernan  Northern Shipping Fund  Northleaf  Northlight  Oaktree  Ocean Yield  Odin  OMP  Park Square/Dual SM  Partners Group  Pemberton  Pensam  PensionDanmark  Permira  PFA  Pierfront Capital  PIMCO  Protector  Proventus  Prudential M&G  PSP  QVT  RLAM  Rothschild   Sculptor  Seatown  SFL  Siemens Financial Services  SIM  Skandia  Stena  Storebrand  Tapiola  Tikehau  Tor Inv  TPG  Triton Debt  Tufton  Ture Invest  Value Partners  Varde  Varma Mutual Pension Insurance Company  Wafra  White Oak  York